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1993 THOMAS RUSSETT~~ - - AGREEMENT .: THIS AGREEMENT, made and entered into this day of ~'~'~ ' ~~~ ;-~; 1993, between the JEFFERSON COUNTY PLANNING BOARD, an agency of government of Jefferson County, Montana, hereinafter referred to as the "Board, " and THOMAS L. RUSSETT, of P.O. Box 1250, Conrad, Montana 59425, hereinafter referred to as the "Contractor"; W I T N E$~ E T H• WHEREAS, the Board is responsible for land use planning and related activities in Jefferson County, Montana, intends to develop a rural addressing system for said county as part of its planning activities, and requires the services of a contractor to develop such a rural addressing system; and, WHEREAS, the Contractor is in the business of providing such rural addressing services and is willing to provide the same to the Board; and, WHEREAS, the parties intend by this Agreement to formalize their arrangement in regard to the provision of such services and the development of such a rural addressing system; NOW, THEREFORE, the parties mutually agree as follows: 1. ['ENERAL DESCRIPTION OF SERVICES: The Contractor agrees that he shall develop, create, and establish a rural addressing system for those portions of Jefferson County, Montana, which are outside of the corporate boundaries of the towns of Boulder and 1 ' Whitehall. In developing, creating, and establishing said rural addressing system, the Contractor shall: (a) Assign an address to every residence, business, commercial use, governmental agency or entity, school, fire district office, institution, and other occupied location or occupied property within Jefferson County. (In so doing, the Contractor shall utilize to the maximum extent possible the addressing work which has already been completed by the Clancy Fire Service Area and the Montana City Fire District); and, (b) Establish and provide a systematic, consistent process for the assignment of addresses to "new" occupancies and locations which in the future are occupied, developed, and/or used for any residential, business, commercial, governmental, school district, fire district, institutional, or similar use or purpose; and, (c) Produce a "base map" and a computer disk (on an Autocad format or similar format which is compatible with the 911 System computers utilized by the Jefferson County Sheriff's Office for the dispatch of emergency services within Jefferson County), containing all such rural addressing information; and, (d) Include, in the above-described "base map," all information pertaining to rural addresses and locations for residences, businesses, commercial uses, governmental agencies and entities, schools, institutions, and similar such uses and occupancies, and further containing and describing the various fire districts and fire department zones or areas, interstate highways and other road names, and other features such as creeks, rivers, and drainages, etc. 2. PROGRESS REPORTS: The Contractor shall provide monthly reports as to his progress toward completion of the total project and shall include monthly updates as to his estimates of the total amount/size of the project. Payment to Contractor o£ the monthly installments, to be paid hereunder toward the total contract price, shall be conditioned upon the receipt from Contractor of said monthly reports. 2 ' 3. rOMPENSATION OF CONTRACTOR: The Board shall compensate the Contractor, for his services rendered hereunder, as follows: (a) 51,000.00 per month, commencing upon the completion of the first month's services hereunder, and continuing in like amount for the four (4) succeeding months until a total of 55,000.00 has been paid (with any and all such monthly payments conditioned upon the receipt from Contractor of the monthly progress reports/updates required above); and, (b) The sum of $6,500.00 within thirty (30) days following the Contractor's full and complete performance of this Agreement and full provision of all services required hereunder. Provided, however, that the Board may in its sole discretion determine to renegotiate this Agreement so as to increase the amount of compensation to be paid to Contractor if such an increase appears appropriate to the Board based upon the total amount/size of the project and the services to be provided hereunder. ¢_ Acc7STANCE BY BOARD: In order to assist the Contractor with his provision of services hereunder, the Board shall: (a) Provide immediate notification to the Contractor of any applications for addresses which may be received by the Board or Jefferson County during the time this Agreement is in effect; (b) Assist the Contractor in obtaining from the Clancy Fire Service Area and Montana City Rural Fire District the information, in each such area/district's possession, regarding their respective addressing projects and the addresses assigned to residences, businesses, and other locations by them; (c) Provide copies of all Jefferson County road maps, and of any subdivision plats and/or certificates of survey which may be of record in Jefferson County, which the Contractor may need in order to provide services hereunder. 5. EFFECTIVE DATE AND TERM: The parties agree that this Agreement shall be effective when fully executed by each party (the 3 date first above written) and shall remain in effect for a period of six (6) months thereafter, by which time all contemplated services shall have been provided by Contractor. (Provided, however, that the Board, in its sole discretion, may determine to renegotiate this Agreement so as to extend such time for completion of the project in the event such extension appears to the Board to be appropriate.) 6. INDEPENDENT CONTRACTOR STATUS: The parties agree that the Contractor is a professional engineer who conducts a full-time private business (and provides rural addressing services to various counties) as an independent professional. The parties therefore expressly agree that their relationship is one of contractor and client on a case-by-case basis. They further expressly agree that Contractor is, for all purposes under the law, an independent contractor and that the Board shall have no power of direction or control over Contractor's day-to-day provision of services hereunder. 7. COMPLIANCE WITH STATE AND FEDERAL LAWS: Contractor expressly acknowledges and agrees that the Board is an agency of Jefferson County government; as such, it is subject to various State and Federal statutes and administrative provisions pertaining to equal employment opportunity, prohibitions against discrimination, employment conditions, workers' compensation, unemployment compensation, public or municipal audit or review, and similar provisions, some or all of which are or may be applicable also to private contractors with the Board. Contractor agrees to 4 comply with any and all such applicable provisions of State and Federal law and regulations, which applicable provisions are by this reference incorporated herein and made a part of this Agreement. Especially, Contractor agrees to maintain in effect, in a manner which fully complies with Montana law, workers' compensation insurance and unemployment compensation insurance in regard to himself (if applicable) and in regard to each of his employees. S. INSURANCE HOLD HARMLESS AND INDEMNITY: The Contractor shall be insured, under policies of professional and/or comprehensive business liability insurance, and in an amount satisfactory to the Board, against all liabilities, losses, damages, claims, demands and actions, based upon, arising out of, or sustained in connection with, the performance of Contractor's duties hereunder. The Contractor shall hold the Board and Jefferson County harmless from, and shall indemnify the Board and County for, any and all liabilities, losses, damages, claims, demands and actions in any manner based upon, arising out of, or sustained in connection with Contractor's provision of services hereunder. The Contractor shall further maintain in effect, in a manner which fully complies with Montana law, a liability insurance policy in regard to Contractor's use and operation of motor vehicles associated with the performance by Contractor of his duties under this Agreement. 5 ' 9. OWNERSHIP OF DOCUMENTS AND MATERIALS: Upon completion or termination of this Agreement, all finished and/or unfinished documents, data, maps, base maps, computer disks, studies, and/or reports, prepared by Contractor hereunder, shall be retained by the Board and shall be the Board's exclusive property. All rights and/or copyrights, to any materials, reports, maps, base maps, or other materials, generated under this Agreement, shall be and remain the exclusive property of the Board. 10. ASSIGNMENT: Contractor agrees that this Agreement is personal to him and that he shall perform all services hereunder. Contractor agrees that he shall not assign or transfer this Agreement, or subcontract any work or services to be performed hereunder, without the prior written consent of the Board. However, Contractor in the performance of said duties may at times utilize one or more employees, in addition to the Contractor himself, to conduct the required analysis. il. ~'OMPLETE AGREEMENT; MODIFICATIONS: The parties agree that this Agreement embodies the entire agreement between them and that it contains no inducements, promises, representations or statements made by either party, or by any agent of either party, which are not contained herein. Modifications to this Agreement may only be made i£ the same are mutually agreed upon between the parties, and any and all such modifications shall be in writing and incorporated into this Agreement. 6 ` IN WITNESS WHEREOF, the Board and the Contractor have executed this Agreement on the date first above written. JEFFERSON COUNTY PLANNING BOARD resi t/Chairman ATTEST: ecretary L. RUSSETT 7