HomeMy WebLinkAbout17- Professional Services Agreement - Altitude Training Associates, LLC - Stormwater Division Construction Site Management TrainingPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this r day of MA-aCA-t , 2017
("Effective Date"), by and between the CITY OF BOZEMAN, MONTANA, a self-governing
municipal corporation organized and existing under 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, Altitude Training Associates, LLC., with a mailing address of
877 North Table Mountain Loop, Cheyenne, Wyoming 82009, hereinafter referred to as "Consultant."
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 hire Consultant as an independent contractor to deliver a
range of construction site stormwater management training tailored for industry professionals
requested by the City through the issuance of individual and consecutively numbered Task Orders on
an as needed basis.
2. Term: This Agreement is effective for a term of two years from the Effective Date
unless earlier terminated as provided in this Agreement.
3. Scope of Work: Consultant will perform the work and provide the services in
accordance with individual Task Orders and their associated Scope of Services mutually agreed upon
by the City and Consultant and executed under the authority of this Agreement. Task Orders shall be
in a format similar to Exhibit A and made part of this Agreement. For conflicts between this
Agreement and a Task Order, unless specifically provided otherwise, the Agreement governs. No
Task Order is effective unless executed by both Parties.
4. Payment: The terms of compensation to Consultant shall be agreed upon and
included in each Task Order. The City agrees to pay the Consultant 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 Consultant after written request
by the City and will become an additional charge over and above the amount listed in the Task Order.
The City must agree in writing upon any additional charges.
Professional Services Agreement for Stormwater Division Construction Site Management Training
FY 2017 — FY 2019
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5. Consultant's Representations:
To induce City to enter into this Agreement, Consultant makes the following representations
a. Consultant 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, growth policies,
adopted plans of the City, ordinances, rules, and regulations that in any manner may affect cost,
progress or performance of the Scope of Services.
b. Consultant represents and warrants 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; 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 warranty.
6. Independent Contractor Status: The parties agree that Consultant is an independent
contractor for purposes of this Agreement and is not to be considered an employee of the City for any
purpose. Consultant 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. Consultant is not authorized to represent the City or otherwise bind the City in any dealings
between Consultant and any third parties.
Consultant shall complywith 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. Consultant shall maintain workers' compensation coverage for all members and employees of
Consultant's business, except for those members who are exempted by law.
Consultant 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.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services
rendered, to the fullest extent permitted by law, Consultant agrees to defend, indemnify, and hold the
City harmless against claims, demands, suits, damages, losses, and expenses connected therewith that
may be asserted or claimed against, recovered from or suffered by the City by reason of any injury or
loss, including but not limited to, personal injury, including bodily injury or death, property damage,
occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent
act on the part of Consultant or Consultant's agents or employees.
For the professional services rendered, to the fullest extent permitted by law, Consultant
Professional Services Agreement for Stormwater Division Construction Site Management Training
FY 2017 — FY 2019
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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 wil Iful
misconduct of the Consultant or Consultant's agents or employees.
Consultant 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.
Should City be required to bring an action against the Consultant to assert its right to defense
or indemnification under this Agreement or under the Consultant'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 Consultant was obligated to defend the claim(s) or was obligated to indemnify the
City for a claim(s) or any portion(s) thereof.
The above obligations shall survive termination of this agreement.
In addition to and independent from the above, Consultant shall secure insurance coverage for
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 Consultant shall furnish the City an accompanying certificate of
insurance and accompanying endorsements issued by a company authorized to do business in the
State of Montana in amounts not less than as follows:
• Workers' Compensation - Statutory
• Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual
aggregate
• Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
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 -renewal. The City
must approve all insurance coverage and endorsements prior to the Consultant commencing work.
8. Termination for Consultant's Breach:
Professional Services Agreement for Stormwater Division Construction Site Management Training
FY 2017 — FY 2019
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a. If Consultant 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 and
the Consultant's right to proceed with all or any part of the work ("Termination Notice Due
to Consultant'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, Consultant shall be
entitled to payment only for those services Consultant 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, Consultant 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.
9. 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 City may terminate
this Agreement by written notice to Consultant ("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 Consultant.
b. Upon receipt of the Notice of Termination for City's Convenience, unless
otherwise directed in the Notice, the Consultant shall immediately cease performance under
this Agreement and make every reasonable effort to refrain from continuing work, incurring
additional expenses or costs under this Agreement and shall immediately cancel all existing
orders or contracts upon terms satisfactory to the City. Consultant 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, Consultant is entitled
to payment only for those services Consultant actually rendered on or before the receipt of the
Notice of Termination for City's Convenience.
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FY 2017 — FY 2019
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d. The compensation described in Section 9(c) is the sole compensation due to
Consultant for its performance of this Agreement. Consultant 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.
10. Limitation on Consultant's Damages; Time for Asserting Claim:
a. In the event of a claim for damages by Consultant under this Agreement,
Consultant's damages shall be limited to contract damages and Consultant 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 Consultant wants to assert a claim for damages of any kind or
nature, Consultant 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 Consultant fails to provide such notice, Consultant shall waive all rights to
assert such claim.
11. Compliance with Laws: Consultant agrees to comply with all federal, state and
local laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the
Montana Safety Act in Title 50, Chapter 71, MCA. Consultant agrees to obtain a City business license.
12. Nondiscrimination: The Consultant agrees that all hiring by Consultant of
persons performing this Agreement shall be on the basis of merit and qualifications. The Consultant
will have a policy to provide equal employment opportunity in accordance with all applicable state
and federal anti -discrimination laws, regulations, and contracts. The Consultant 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 Consultant shall
require these nondiscrimination terms of its subcontractors providing services under this Agreement.
13. Default and Termination: If either party fails to comply with any condition of
this Agreement at the time or in the manner provided for, the other party, at its option, may terminate
this Agreement and be released from all obligations if the default is not cured within ten (10) days
after written notice is provided to the defaulting party. Said notice shall set forth the items to be cured.
Professional Services Agreement for Stormwater Division Construction Site Management Training
FY 2017 — FY 2019
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Additionally, the non -defaulting party may bring suit for damages, specific performance, and any
other remedy provided by law. These remedies are cumulative and not exclusive. Use of one remedy
does not preclude use of the others. Notices shall be provided in writing and hand -delivered or mailed
to the parties at the addresses set forth in the first paragraph of this Agreement.
14. Modification and Assitmability: This document contains the entire agreement
between the parties and no statements, promises or inducements made by either party or agents of
either party, which are not contained in this written Agreement, may be considered valid or binding.
This Agreement may not be enlarged, modified or altered except by written agreement signed by both
parties hereto. The Consultant may not subcontract or assign Consultant'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.
15. Ownership of Materials: Consultant retains ownership of all pre-existing
copyright and other intellectual property rights in the Training Services and Materials, including any
documentation, data, technical information and know-how provided to the City or its Attendees. For
this preexisting property, the City agrees that it must obtain Consultant's prior written consent before
it may: (i) copy any of Consultant's copyrighted material; (ii) use any recording equipment (including,
but not limited to, audio recorders, video recorders, and cameras) during the Training Services; or
(iii) use Consultant's trademarks, trade names, or other designations in any promotion or publication.
16. Representatives: The City's Representative for the purpose of this Agreement
shall be Kyle Mehrens (Stormwater Program 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 Kyle
Mehrens as 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, The Consultant may direct its communication or submission to other designated City
personnel or agents as listed above and may receive approvals or authorization from such persons.
The Consultant's Representative for the purpose of this Agreement shall be Scott Olson or
such other individual as the Consultant shall designate in writing. Whenever direction to or
communication with the Consultant is required by this Agreement, such direction or communication
shall be directed to the Consultant's Representative; provided, however, that in exigent circumstances
when the Consultant's Representative is not available, the City may direct its direction or
communication to other designated Consultant personnel or agents.
17. Applicability: This Agreement and any extensions hereof shall be governed
and construed in accordance with the laws of the State of Montana.
18. Reports/Accountability/Public Information: Consultant agrees to develop
and/or provide documentation as requested by the City demonstrating Consultant's compliance with
the requirements of this Agreement. Consultant 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
Professional Services Agreement for Stormwater Division Construction Site Management Training
FY 2017 — FY 2019
Page 6 of 9
reimbursement of monies distributed to Consultant pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
Consultant shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
19. 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.
20. Conflict of Interest: Consultant shall not offer or give a gratuity of any type
to any City employee or agent.
21. Extensions: this Agreement may, upon mutual agreement, be extended for a
period of one year by written agreement of the Parties. In no case, however, may this Agreement run
longer than three years.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
Professional Services Agreement for Stormwater Division Construction Site Management Training
FY 2017 — FY 2019
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IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year
first above written.
CITYOFBOZEMAN, MONTANA ALTITUDE TRAINING ASSOCIATES, LLC.
Bi'ILLO= -- By ��dAMAQVI-�
C Scott Olson, Owner
G wires, nra�1'Y j (All, wamjc.r
VA
AS TO FORM:
Bozeman City Attorney
Professional Services Agreement for Stormwater Division Construction Site Management Training
FY 2017 — FY 2019
Page 8 of 9
Exhibit A to Professional Services Agreement
TASK ORDER NUMBER
This Task Order is dated 20_ between City of Bozeman (City) and Altitude Training
Associates, LLC. (Consultant).
Issued under the authority of Professional Services Agreement between the City of Bozeman and
Altitude Training Associates, LLC. dated for: A range of construction site stormwater
management trainings tailored for industry professionals requested by the Stormwater Division through the
issuance of individual and consecutively numbered Task Orders on an as needed basis.
The following representatives have been designated for the work performed under this Task Order:
City: Consultant:
SCOPE OF WORK: (attach additional sheet(s) as required)
(Insert scope or reference Exhibit A—Scope of Services)
COMPENSATION:
The Consultant shall be reimbursed on a lump sum basis and shall not invoice the City more than once monthly
for services provided in the prior month.
The provisions of the Professional Services Master Task Order Agreement and any Special Terms and
Conditions and Exhibits or Attachments to this Task Order shall govern the work.
IN WITNESS WHEREOF, the parties authorized to commit resources of the companies have executed this Task
Order:
City of Bozeman (City) Altitude Training Associates. LLC. (Consultant)
Date:
By:
Title:
Date:
Fed. ID. No.
Professional Services Agreement for Stormwater Division Construction Site Management Training
FY 2017 — FY 2019
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REQUEST FOR QUALIFICATIONS
STORMWATER DIVISION CONSTRUCTION SITE MANAGEMENT TRAINING
PROGRAM
INTRODUCTION
The City of Bozeman (COB) proactively manages stormwater discharges through education and
solution -based initiatives. To support these efforts, the COB is seeking proposals from consultants
qualified to provide in-person trainings for industry professionals on behalf of the COB focused on the
planning, implementation, and maintenance of Construction Site Management Stormwater Pollution
Prevention Plans (SWPPP) and erosion, sediment, and pollution control Best Management Practices
(BMPs).
The COB intends to pre -qualify a select consultant, or consultants, to perform services on an "on-call'
basis as training needs arise and funding is available.
SCOPE OF SERVICES
The COB has provided general Scope of Service items below. The COB does not intend for the items
to be exhaustive, but rather generally representative of the type of work that the selected consultant, or
consultants, may complete.
1. Hold in-person trainings for industry professionals by leading the class in discussion and
providing materials, agendas, curriculums, and activities consistent with the following themes:
• Individual class containing content related to introductory stormwater erosion, sediment, and
pollutant control principles, including regulatory drivers, pollutant identification, source control,
and BMP implementation and maintenance
• Individual class containing content related to the proper preparation of a Montana DEQ
SWPPP, including phasing, pollutant identification, source reduction, BMP implementation,
design specifications, and maintenance strategies.
• Individual class fulfilling the training component of the Montana DEQ General Permit for
Construction Discharges and containing content related to proper management of a prepared
SWPPP, including regulatory requirements, inspection documentation, plan updates, and
BMP maintenance.
• Individual class containing content related to introductory stormwater erosion, sediment, and
pollutant control principles for single-family home construction, including regulatory
requirements, pollutant identification, source control, and BMP implementation and
maintenance.
• Individual class containing a hands on approach where students learn how to and physically
complete the installation of selected BMPs.
RFQ for Stormwater Division Construction Site Management Training Program Page I 1
PROPOSAL REQUIREMENTS
Consultants must submit Five (5) copies of their proposal and one (1) electronic searchable PDF file to
the COB City Clerk no later than 5:00 pm on November 15, 2016, clearly marked "RFQ for Stormwater
Division Construction Site Management Training Program". Consultants must compile proposals in a
neat and orderly fashion and not exceed five (5) double -sided or ten (10) single -sided pages.
Consultants must ship or drop off proposals to the address below. Please note that the USPS will not
deliver mail to this location. The COB will not consider late proposals.
City Clerk, City of Bozeman
121 N. Rouse Ave., Suite 202
Bozeman. MT 59715
Proposals shall include, at a minimum, the following items:
1. Name, title, email, and phone number of project manager.
2. A narrative describing the consultants' specific qualifications, approach to teaching,
understanding of the services requested, and knowledge of Montana Department of
Environmental Quality's Stormwater regulations.
3. Information for the key members of the consultant team, including their names, unique
capabilities, professional background, technical experience, and resumes.
4. An example class agenda and applicable teaching materials for two class themes specified
under the Scope of Services (pages do not count towards proposal requirement).
5. A completed and signed Non -Discrimination Affirmation Form (See Attachment A).
CONSULTANT SELECTION
A consultant selection committee consisting of COB staff will choose, in its opinion, the most qualified
consultant, or consultants, to negotiate a professional services contract. The COB will evaluate
proposals based on the following criteria and points scales:
1. The consultant's specific project approach and understanding (25 Points);
2. Qualifications of professional personnel to be assigned to the project (20 Points);
3. Capability to meet project time and budget requirements (15 Points);
4. Location (5 Points);
5. Present and projected workloads (10 Points);
6. Related experience on similar projects (20 Points); and
7. Recent and current work for the City of Bozeman.
The COB will determine the most qualified consultant, or consultants, based on accumulated point
totals. Interviews may occur to aid in the determination of the most qualified consultant at the discretion
of the COB.
The COB intends to formalize a task order based services contract with the selected consultant, or
consultants, for a two-year term. The COB will negotiate individual scope and fees for task orders that
arise.
RFQ for Stormwater Division Construction Site Management Training Program Page 12
The COB will attempt to negotiate a satisfactory contract with the selected consultant or consultants. If
unsuccessful, the COB will terminate negotiations and select another consultant by MCA 18-8-204. The
COB may terminate the process entirely if negotiations with selected consultants are not successful.
ADDITIONAL INFORMATION AND CONDITIONS
COB CONTACT: Direct questions or requests to:
Kyle Mehrens — Stormwater Program Coordinator
406-582-2270
kmehrens@bozeman.net
PO Box 1230
Bozeman, MT 59771 -1230
NON-DISCRIMINATION POLICY: Discrimination in the performance of any contract awarded
under this request for proposal based on race, color, religion, creed, sex, age, marital status, national
origin, or actual or perceived sexual orientation, gender identity or disability is prohibited. This
prohibition shall apply to the hiring and treatment of the awarded entity's employees and to all
subcontracts. Every entity submitting under this request for proposal must sign and return the attached
affirmation statement with their bound response to this request for proposal.
RFQ for Storm water Division Construction Site Management Training Program Page 13
ATTACHMENT A: NON-DISCRIMINATION AFFIRMATION FORM
[name of entity proposing] hereby affirms it will not
discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or
because of actual or perceived sexual orientation, gender identity, or disability in the performance of
work performed for the City of Bozeman, if a contract is awarded to it, and also recognizes the eventual
contract, if awarded, will contain a provision prohibiting discrimination as described above and that this
prohibition shall apply to the hiring and treatment of the
of entity proposing] employees and to all subcontracts it enters into in the performance of the
agreement with the City of Bozeman.
Signature of Proposer:
Person authorized to sign on behalf of the proposer
[name
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