Marathon Agreement

3.4 
Coordination; Interaction. 
a.
For projects that the City believes requires the coordination of various professional
services, Contractor will work in close consultation with City to proactively interact with
any other professionals retained by City on the Project ("Coordinating Project
Professionals").
b.
Subject to any limitations expressly stated in the Project Budget, Contractor will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.
c.
For projects not involving Coordinating Project Professionals, Contractor will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
3.5 
Work Product. 
a.
Ownership. Upon receipt of payment for services furnished, Contractor grants to City,
and will cause its Sub-contractors to grant to the City, the exclusive ownership of and all
copyrights, if any, to evaluations, reports, drawings, specifications, project manuals,
surveys, estimates, reviews, minutes, all "architectural work" as defined in the United States
Copyright Act, 17 U.S.C § 101, et seq., and other intellectual work product as may be
applicable ("Work Product").
(1)
This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2)
Contractor warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
b.
Delivery. Contractor will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
c.
City Use.
(1)
City may reuse the Work Product at its sole discretion.
(2)
In the event the Work Product is used for another project without further
consultations with Contractor, the City agrees to indemnify and hold Contractor
harmless from any claim arising out of the Work Product.
(3)
In such case, City shall also remove any seal and title block from the Work
Product.
4.
Compensation for the Project.
4.1 
4.2 
Compensation. Contractor's compensation for the Project, including those furnished by its Sub­
contractors will not exceed $4,500,000, as specifically detailed in Exhibit B (the "Compensation"). 
Change in Scope of Project. The Compensation may be equitably adjusted if the originally 
contemplated scope of services as outlined in the Project is significantly modified. 
a.
Adjustments to the Compensation require a written amendment to this Agreement and
may require City Council approval.
b.
Additional services which are outside the scope of the Project contained in this Agreement
may not be performed by the Contractor without prior written authorization from the City.
c.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
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4/29/2021

EXHIBIT B 
TEMPORARY STAFFING SERVIES 
COMPENSATION 
METHOD AND AMOUNT OF COMPENSATION 
Method and amount of compensation will be based on RFP 22-41. 
NOT-TO-EXCEED AMOUNT 
The total amount of compensation paid to Contractor for full completion of all work required by the Project 
during the entire term of the Project must not exceed $4,500,000. 
DETAILED PROJECT COMPENSATION 
See attached Pricing Workbook and Exhibit 5 - Staffing Positions