HomeMy WebLinkAbout05- ThinkTank Design; Mandeville Farms Master Plan - Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of November 7, 20Qietween THE CITY OF BOZEMAN, a
Municipal Corporation, P. O. Box 1230 Bozeman, Montana, 59771..1230 (OWNER) and Thinktank Design
Group Inc., 600N. Wallace Ave. Loft #3, Bozeman, Montana, 59715, (DESIGNER).
Whereas the accomplishment of the work and services described in this Agreement is essential to the OWNER'S
public works improvement program.
Whereas the OWNER intends to and has selected the DESIGNER to provide necessary and professional design
services for the project. .
Whereas the DESIGNER represents that it is willing and qualified to perform the professional design services for
this project described in this Agreement.
Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the
parties agree as follows:
ARTICLE 1 .. DESIGN SERVICES
1.1. The detailed description of the specific project components is described as follows:
1. Conduct a site evaluation to determine existing conditions on the site. Said evaluation to include, but
is not necessarily limited to: establish suitability ofland for specific uses; site constraints (wetland,
topography, soils, etc.); utilities, circulation.
2. Prepare a concept master plan for the site in accordance with and expanding upon the adopted
Bozeman 2020 Growth Policy, including a written report identifying the goals and objectives of the
project, type and location of utilities required for development; type and location of street
infrastructure to provide adequate traffic circulation required for development; type and development
of potential rail service to the site; and development of a preliminary cost for completion of
infrastructure.
3. Prepare a master development plan for the site, using input received on the concept master plan from
various reviewing agencies. Plan shall include, but is not necessarily limited to: detailed costing of
development of property; layout oflots; traffic circulation; rail options; schematic layout of utilities;
layout of site amenities, such as open space and/or parkland.
4. Prepare final master plan drawings based on comments received from various reviewing agencies.
5. Prepare feasibility study that includes, but is not necessarily limited to: identification and evaluation of
potential user(s) and use(s) for all or portions of the site; evaluation of any potential land swaps that
might be beneficial to the city with regard to development of the site; provide options for
implementing the development of the site; provide economic analysis of project scenarios.
6. Present the concept and master development plan to the City agencies responsible for planning and
engineering review, including but not limited to, the Development Review Committee and City
Commission.
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ARTICLE 1 - DESIGNER'S RESPONSIBILITIES
2.1. DESIGNER shall perform for OWNER professional design services in all phases of the Project to which this
Agreement applies as hereinafter provided. These services will include, but not be limited to, serving as
OWNER's professional design representative for the Project. providing professional design consultation and
advice and furnishing customary document and imaging services incidental thereto.
2.2. The DESIGNER shall furnish all labor, materials, equipment, supplies, and incidentals necessary to conduct and
complete the DESIGNER'S portions of the Project and to prepare and deliver to the OWNER all data, reports,
plans, specifications, and recommendations as designated herein.
2.3. The DESIGNER shall ascertain such information as may have a bearing on the work from local units of
government, public, and private organizations and shall be authorized to procure information from other
authorities as to the extent of these contacts and the results thereof.
2.4. The DESIGNER'S work shall be in accordance with the standards of sound design practices.
2.5. The DESIGNER shall name a Principal-In-Charge for the duration of the project. The Principal-In-Charge shall
be Erik Nelson.
2.6. The DESIGNER shall name a Project Manager who shall be the liaison between the DESIGNER and the
OWNER. The Project Manager shall be Erik Nelson.
ARTICLE 3 - OWNER'S RESPONSmILITIES
3.1 The OWNER shall name a Task Director who shall be the liaison between the DESIGNER and the OWNER
during DESIGN segment of the Project. The Task Director designated shall be Dustin Johnson.
3.2 The OWNER shall have the right of review and examination ofthe DESIGNER'S work at all times.
3.3 The OWNER shall make available all records (as-built drawings, construction records, etc.) indicating the
existing configuration of the city utilities.
3.4 The OWNER will be responsible for Advertising Bid Openings.
3.5 The OWNER shall attend the pre-bid conferences, bid openings, pre-construction conferences, construction
progress and other job related meetings, substantial completion inspections and final payment inspections.
ARTICLE 4 - BASIC DESIGN SERVICES
The DESIGNER shall render professional Design Services as follows:
4.1 SITE EVALUATION
After written authorization to proceed, DESIGNER shall:
4.1.1 Consult with OWNER to clarify and define OWNER's requirements for the Project and review
available data.
4.1.2 Advise OWNER as to the necessity of OWNER's providing or obtaining from others, data or services
and assist OWNER in obtaining such data or services.
4.1.3 Identify and analyze requirements of governmental authorities having jurisdiction to approve the design
of the Project and participate in consultations with such authorities.
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4.1.4. Provide analyses of OWNER's needs, planning, site evaluations and comparative studies of prospective
sites and solutions.
4.1.5. Obtain professional Engineering services as reasonably necessary upon prior approval from OWNER
4.1.6. Prepare a Report containing schematic overlay maps, sketches and conceptual design criteria with
appropriate exhibits to indicate clearly the considerations involved (including applicable
requirements of governmental authorities having jurisdiction as aforesaid) and the alternative
solutions available to OWNER and setting forth DESIGNER's findings and recommendations.
4.1.7. Furnish SIX copies of the Study and Report documents and review them in person with OWNER.
The SITE EV AULUA TION Phase will be completed and submitted within 15 calendar days following written
authorization from OWNER to DESIGNER to proceed with that phase of services.
4.2 CONCEPT MASTER PLAN
After acceptance of the pre-design report and receipt of written authorization to proceed with the CONCEPT MASTER
PLAN Phase, DESIGNER shall:
4.2.1. In consultation with OWNER determine general scope, extent and character of the Project.
4.2.2. DESIGNER shall then prepare a Concept Master Plan and a written description for the Project.
4.2.3. ConceDt Master Plan: Specific items to be addressed in the concept plan will include, but not be
limited to:
4.2.3.1. Summary of project objectives
4.2.3 .2. Schematic layout of infrastructure
4.2.3.3. Schematic layout of land uses
4.2.3.4. Special design considerations for the plan
4.2.4. Concept Master Plan Images containing schematic overlay maps, sketches and conceptual design
criteria with appropriate exhibits to indicate clearly the considerations involved (including
applicable requirements of governmental authorities having jurisdiction as aforesaid) and the
alternative solutions available to OWNER and setting forth DESIGNER's fmdings and
recommendations.
4.2.4. Preliminary Cost Report: This Report will be accompanied by DESIGNER's opinion of probable
costs for the Project, including the following which will be separately itemized: Construction Cost,
allowance for engineering costs and contingencies, and (on the basis of information furnished by
OWNER) allowances for such other items as charges of all other professionals and consultants, for
the cost of land and rights-of-way, for compensation for or damages to properties, for Interest and
financing charges and for other services to be provided by others for Owner. The total of all such
costs, allowance, etc.. are hereinafter called "Total Project Costs".
4.2.5. Furnish SIX copies of the Concept Master Plan and Report documents and review them in person with
OWNER.
The Concept Master Plan phase will be completed and submitted within 45 calendar days following written authorization
from OWNER to DESIGNER to proceed with that phase of services.
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4.3 MASTER PLAN
After written authorization to proceed with the MASTER PLAN Phase, DESIGNER shall:
4.3.1. On the basis of the accepted Concept Master Plan documents and the revised opinion of probable Total
Project Costs, prepare for incorporation in the Master Plan final drawings and Feasibility Study of
sufficient detail to show the general scope, extent and detailed character of the proposed plan.
4.3.2. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by
changes in general scope, extent or character or design requirements of the Project or Construction
Costs. Furnish to OWNER a revised opinion of probable Total Project Costs based on the Drawings.
4.3.3. Furnish OWNER SIX copies of the Master Plan Documents (including design drawings).
The Master Plan Phase wiII be complete and submitted within 90 calendar days following written authorization from
OWNER to DESIGNER to proceed with that phase ofservices.
4.4 FEASIBILITY STUDY
After written authorization to proceed with the Feasibility Study Phase, DESIGNER shall:
4.4.1. Consult with Real Estate professionals to determine market rates relative to the options provided in the
Master Plan.
4.4.2. Provide interpretation or clarification to consultants regarding the Master Plan.
4.4.3 Prepare a report summarizing the probable cost of implementing the project and various options that
may be revealed through the planning process
4.4.4 Furnish OWNER SIX copies of the Feasibility Study Documents (including design drawings).
The Feasibility Study Phase will be complete and submitted within 120 calendar days following written authorization from
OWNER to DESIGNER to proceed with that phase of services.
4.5. PROJECT DOCUMENTATION
DESIGNER shall furnish OWNER with (a) maps and other images depicting the project (b) written monthly progress
reports, and (c) all printing cost will be the responsibility of the OWNER.
ARTICLE 5 - ADDITIONAL SERVICES
5.1. If OWNER wishes DESIGNER to perform any of the following Additional Services, OWNER shall so instruct
DESIGNER in writing, and DESIGNER shall perform or obtain from others such services and will be paid
therefor as provided in the Agreement:
5.1.1. Legal land surveys performed to obtain data for preparing easements and rights-of-way descriptions.
5.1.2. Preparation of applications and supporting documents for governmental agencies in addition to those
required under Basic Services; preparation or review of environmental studies and related services; and
assistance in obtaining environmental approvals.
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5.1.3. Services resulting from significant changes in the general scope, extent or character of the Project or
major changes in documentation previously accepted by OWNER where changes are due to causes
beyond DESIGNER's control.
5.1.4. Providing models or additional rend,erings.
5.1.5. Providing other services not otherwise provided for in the Agreement, including services nonnally
furnished by the OWNER as elsewhere herein described.
5.1.6. Furnishing the services of independent professional associates or consultants for other than Basic
Services.
ARTICLE 6';' COMPENSATION FOR DESIGN SERVICE
6.1 LUMP SUM AGREEMENT FOR BASIC SERVICES AND EXPENSES OF DESIGNER
6.1.1 Payment. The OWNER shall for design phase services perfonned as Basic Engineering Services under
sections 4.1 through 4.4 of this agreement pay a total sum in the amount of $ 35.000 for such services.
6.1.2 Payment Schedule, Total cumulative payments for the design phase engineering services (sections 4.1
through 4.4) shall not exceed the following ceilings:
$ 3.500 (10 % of design fee) until the Site Evaluation Report has been submitted to the OWNER.
$ 17.500 (50% of design fee) until the Concept Master Plan has been submitted to the OWNER and
review authorities.
$ 31.500 (90% of design fee) until the Final Plans and Specifications have been submitted to the
OWNER and review authorities.
6.1.3 General. Designer shall submit monthly statements for services rendered. The statements shall be
based upon Designer'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 Exoenses. 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 4.4) and are not separately reimbursable. Additional
Services specifically identified under the scope of design services for payment under 6.1 are not
separately reimbursable.
6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER.
Construction and project documentation services perfonned as Basic Engineering Services under sections 4.5 through 4.7
including General Administration of Construction Contract, Resident Project Representation, Project Documentation, and
Construction Testing, shall be compensated in accordance with the following:
6.2.1 The OWNER shall pay for Professional Engineering Services, Real Estate Consultants and Project
Documentation Services an amount not to exceed $17.000 except as provided under 6.2.1.2 and 6.2.4.
6.2.1.1 Costs Compensation. Compensation for these services shall be based on the DESIGNER's
Direct Labor Cost times a factor of 1.25 for services rendered which shall cover Direct Labor,
Direct Labor Overhead, General & Administrative Overhead and Profit.
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6.2.1.2 Notification. At any time during the construction that it becomes apparent that the
Professional Engineering and Real Estate consulting services rendered under this Agreement will
exceed the negotiated compensation for these services, and prior to performing services in excess of the
contract ceiling, the DES INGER shall give OWNER written notice thereof. Promptly thereafter
OWNER and DESIGNER shall review the scope and progress of the project work. DESIGNER shall
obtain written authorization from OWNER, prior to any additional costs being incurred under
paragraph 6.2.1.3. If it is determined that due to a change in project scope under paragraph 5.2.1, the
DESIGNER is entitled to additional compensation, OWNER and DESIGNER may negotiate terms as
provided under 6.2.1.1. The amount and terms of any additional compensation under 6.2.1.1 or 6.2.1.3
shall be negotiated and agreed in writing pursuant to 9.16.
6.2.1.3 Costs Exceeding Estimated Comoensation, Except as allowed under 5.2.1, when the total cost
of the original scope Professional Engineering and Real Estate Consulting Services exceeds the
negotiated compensation for these services, the OWNER shall pay only for the direct costs incurred in
excess of the estimated compensation. These costs consist of an amount equal to the DESINGER'S
Direct Labor Cost times a factor of 1.25 for services rendered which shall include Direct
Labor, the federally audited payroll Direct Labor Overhead, and General & Administrative Overhead
costs, but shall not include any allowance for profit.
/6.2.2 Reimbursable Exoenses, as defined in section 7.4 of this Agreement, for Basic Services and Approved
Additional Services shall be paid to the DESIGNER by the OWNER in the actual amount of the costs
incurred
6.2.3 The OWNER shall pay an amount for Additional Services rendered by the DESIGNER and approved in
writing by the OWNER on the basis of the DESIGNER'S Direct Labor Costs times a factor of 1.25, or
an amount otherwise negotiated at the time such services are requested and approved by the OWNER.
ARTICLE 7 - MEANING OF TERMS
7.1 AGREEMENT
As used herein the term "this Agreement" refers to the contents of this document and its Exhibits attached hereto and
referred to as if they were part of one and the same document.
7.2 DIRECT LABOR COSTS
Direct Labor Costs used as a basis for payment mean the actual salaries and wages paid to all DESINGER'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:
Principals $ 80 /hour
Project Manager $ 80 /hour
Real Estate Consultant $ 80 /hour
Engineer Consultant $ 80 /hour
Two Person Survey Crew $ 120 /hour
Clerical $ 30 /hour
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7.3 REIMBURSABLE EXPENSES
Reimbursable Expenses mean the actual expenses incurred by DESIGNER or DESINGER's independent professional
associates or consultants directly in connection with the Project, such as expenses for: transportation and subsistence
incidental thereto; obtaining bids or proposals from Contractor(s); subsistence and transportation of Resident Project
Representatives and their assistants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications,
Bidding Documents and similar Project-related items; and if authorized in advance by OWNER, overtime work requiring
higher than regular rates. Reimbursable Expenses will also include the amount billed to DESIGNER by special
consultants employed by DESIGNER and authorized by OWNER (other than as art authorized Additional Services) and
will also include expenses incurred for computer time and other specialized equipment, including an appropriate charge
for previously established programs and expenses of photographic production techniques.
ARTICLE 8 - PAYMENT PROVISIONS
8. I TIMES OF PAYMENTS. DES INGER may submit monthly statements for Basic Services and approved Additional
Services rendered and for Reimbursable Expenses incurred; however, payments shall not exceed the ceilings provided in
6.1 and 6.2. Final payment shall be made only after acceptance of the project by the OWNER. If OWNER disputes the
amount of the billing, OWNER will notify the DES INGER in writing within ten (10) calendar days of the receipt of bill of
the dispute.
8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation summary of the period
incremental man hours incurred, direct labor rates and billed rates, detail of reimbursable costs, total period billing, and
total cumulative billing. When requested by OWNER services for distinct project segments shall be accounted and billed
separately.
8.3 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER upon the completion of any
phase of the Basic Services, progress payments due DESIGNER for services rendered through such phase shall constitute
total payment for such services. In the event of such termination by OWNER during any phase of the Basic Services,
DESIGNER also will be reimbursed for the charges of pre-approved independent professional associates and consultants
employed by DESIGNER to render Basic Services, and paid for services rendered during that phase on the basis of the
payment provisions of the Agreement. In the event of any such termination, DESIGNER will be paid for unpaid pre-
approved Additional Services and unpaid Reimbursable Expenses which are authorized under this agreement.
ARTICLE 9 - GENERAL CONSIDERATIONS
9.1 TERMINATION OF AGREEMENT
9.1.1 The sole right is hereby reserved to the OWNER to terminate this Engine~ring Agreement for any and
all causes or for its convenience at any time upon fifteen (15) days written notice to the DESIGNER.
9.1.2 If termination for default is effected by the OWNER, an equitable adjustment in the price provided for
in this Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on
unperformed services or other work, and (2) any payment due to the DESIGNER at the time of
termination may be adjusted to cover any additional costs to the OWNER because of the DESIGNER's
default. If termination for convenience is effected by the OWNER, the equitable adjustment shall
include a reasonable profit, as determined by owner, for services or other work performed. The
equitable adjustment for any termination shall provide for payment to the DESIGNER for services
rendered and expenses incurred prior to the termination, in addition to termination settlement costs
reasonably incurred by the DESIGNER relating to commitments which had become firm prior to the
termination.
9.1.3 Upon receipt of a termination action under paragraph 9.1.2, the DESIGNER shall (1) promptly
discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make
available to the OWNER within ten (10) days copies of all data, design drawings, specifications,
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reports, estimates, summaries and such other information and materials as may have been accumulated
by the DESIGNER in performing this Agreement, whether completed or in process.
9.1.4 In the event this Contract is terminated prior to completion, the original copies of the DESIGNER'S
data, recommendations, plans, specifications. analysis and other related documents prepared by the
DESIGNER prior to said termination shall be delivered to and become the property of the OWNER.
9.1.5 Upon termination, the OWNER may take over the work and may award another party an Agreement to
complete the work under this Agreement.
9.1.6 OWNER'S right to terminate is in addition to any other remedies OWNER may have under the law.
9.2 INSPECTION AND AUDIT
All books, papers, records, payrolls, vouchers and invoices relating to costs and expenditures incurred as to the
performance of the services by the DESIGNER hereunder shall be made available to the OWNER, or their authorized
representatives for audit and review, at the DESIGNER'S respective offices at all reasonable times during the contract
period and for three years from the date of final payment.
9.3 EMPLOYMENT
The DESIGNER warrants that he has not employed or retained any company or persons, other than a bona fide employee,
working solely for the DESIGNER, to solicit to secure this contract, and that he has not paid or agreed to pay any
company or person, other than bona fide employees working solely for the DESIGNER, any fee, commission, percentage,
brokerage fee, gifts or any other considerations contingent upon or resulting from the award or making of this Contract.
For breach or violation of this warranty, the OWNER shall have the right to annul the Contract without liability or in its
discretion to deduct from the price or consideration or otherwise recover the full amount of such fee, commission,
percentage, brokerage fee, gift or contingent fee.
All employees of the DESIGNER or other persons while engaged in the performance of work or services required by the
DESIGNER shall be considered employees of the DESIGNER only and not of the OWNER.
9.4 NONDISCRIMINATION
The DESIGNER will not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status,
national origin or disability in employment or provision of services, The DESIGNER 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 there
under.
9.5 SUBLETTING OR ASSIGNING OF WORK
The DESIGNER shall not sublet or assign any of the work covered herein without prior written app~oval of the OWNER.
9.6 STANDARD OF CARE
In providing services under this agreement, the DESIGNER will perform in a manner consistent with the degree of care
and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. If any
service should be found to be not in conformance with this standard, the DESIGNER shall, at the OWNER's request, re-
perform the service at its own expense. Designer shall also, at its own expense,. make such changes, modifications or
additions to the project which are made necessary as a result of the initial non-performance or the re-performance of
services. The OWNER's rights herein are in addition to any other remedies the OWNER may have under the law.
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9.7 LEGAL RELATIONS
9.7.1 The DESIGNER shall comply with all Federal, State, and Local laws and ordinances applicable to the
work to be done.
9.7.2 The DESIGNER agrees to indemnifY, hold harmless, and defend the OWNER, its officers, directors,
agents, and employees from and against any suits, causes of action, claims, demands, damages, costs,
expenses, obligations, and liability of any character, including attorney's fees, arising out of or resulting
from or in connection with the DESIGNER's negligent perfonnance of the services specified in this
agreement. In the event the OWNER is found proportionately responsible, the DESIGNER will be held
responsible only for those damages, costs, attorney's fees, and liabilities as are attributable to the
DESIGNER's percent of fault as compared with 100% of the fault giving rise to the damages.
9.7.3 In an appropriate case in which attorney's fees are awarded to the OWNER following a wrongful
refusal of a tender of defense, said fees may include fees and salary paid by the OWNER to the City
Attorney or other in-house counsel.
9.7.4 The indemnity required herein shall not be limited by reason of the specification of any particular
insurance coverage in this agreement.
9.7.5 The DESIGNER shall perfonn this agreement as an independent contractor, and as such, is responsible
to the OWNER only as to the results to be obtained in the work herein specified, and to the extent that
the work shall be done in accordance with the tenus, plans and specifications. The DESIGNER shall
have and maintain complete control over all of its employees, subcontractors, agents and operations,
being responsible for any required payroll deductions and providing required benefits, such as, but not
limited to, worker's compensation with statutory limits, and unemployment insurance.
9.8 INSURANCE
The DESIGNER shall secure and furnish to the OWNER certificate of insurance, therein, naming the OWNER as an
additional insured, to include thirty (30) days notice of cancellation or non-renewal.
Without limiting any of DESIGNER's obligations hereunder, DESIGNER shall secure and maintain, until the work is
completed and accepted by the OWNER, insurance coverage naming the OWNER as additional insured with minimum
insurance coverage as follows:
Tvoe of Covera2e Limits
General Liabilitv:
Bodilv Iniury & Prooertv Dama2e
Single and combined $ 1.000.000. per accident
General A22Tegate: $ 2.000.000.
Excess Liability Coverage (umbrella) $1.000.000. each occurrence
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Automobile:
Bodilv Iniurv covering all $ 1.000.000 each person
automobiles, trucks,
tractors, trailers, or $ 1.000.000 each occurrence
other automotive equip-
ment whether owned or
rented by Designer or
owned by employees of
Designer.
Prooertv Damage covering $ 100.000 each occurrence
all automobiles, trucks,
tractors, trailers or other
automotive equipment whether
owned or rented by Designer
or owned by employees of
Designer
OR
Bodilv Iniurv & Prooertv $1.000.000 each occurrence
Damage Single and combined
In addition to the above insurance coverage, the DESIGNER shall secure and maintain, until the work is completed and
accepted by the OWNER, and without naming OWNER as an additional insured, professional errors and omissions
coverage as follows:
Professional Errors & Omissions: $ 500.000 per claim and
aggregate each occurrence
9.9 ENDORSEMENT
The Consulting ENGINEER shall place his endorsement on all drawings and other data furnished by him.
9.10 OWNERSHIP OF DOCUMENTS
The parties admit and agree the documents produced under this agreement are not intended or represented to be suitable
for reuse by OWNER or any other individual on any other project. Any reuse without written verification or adaptation by
DESIGNER will be at OWNER's sole risk and without liability or legal exposure to DESIGNER, or to DESIGNER's
independent professional associates or consultants. Files in electronic media format of text, data, graphics, or of other
types that are furnished by DESIGNER to OWNER are only for convenience of owner. Any conclusion or information
obtained or derived from such electronic files will be at the user's sole risk.
9.11 PUBLIC INFORMATION
The DESIGNER shall not issue any statements, releases or information for public dissemination without prior approval of
the OWNER.
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9.12 PROPRIETARY RIGHTS
If patentable discoveries or inventions should result from work required herein, all rights accruing from such discoveries
or inventions shall be joint property of the DESIGNER and the OWNER. Provided that the OWNER, state agencies or
political subdivisions and the United States Government shall have the irrevocable, nonexclusive, nontransferable and
royalty-free license to use each invention in the manufacture. use and disposition, according to law, of any article or
material, and in the use of any method that may be developed as part of the work described and contemplated herein.
9.13 RECORDS
The DESIGNER shall maintain accounting records and other evidence pertaining to the cost incurred and to make the
records available at all reasonable times during the Contract term and for one (1) year from the date of fmal payment.
Such accounting records and other evidence pertaining to the cost incurred will be made available for inspections by
OWNER.
9.14 SUCCESSORS IN INTEREST
The covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, personal
representatives, successors and assigns of the respective parties.
9.15 ATTORNEY'S FEES AND COSTS
That in the event it becomes necessary for either Party of this Contract to retain an attorney to enforce any of the tenus or
conditions of this Contract 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.
9.16 MODIFICATIONS AND AMENDMENTS
That any amendment or modification of this Contract or any provisions herein shall be made in writing or executed in the
same manner as this original document and shall after execution become a part of this Contract.
In witness Whereof, the Parties hereto do make ,and execute this Agreement.
CITY OF BOZEMAN, MONTANA DESIGNER
BY'C~_~ B~ -
(City Manager) (President)
DATE: November 7. 2005 DATE: to' Z.S .O~
ATTEST:
BY'~./ ~
(Cler ofCommisslon)
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