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Bozeman Parking Commission
REPORT TO: 13ozeman Parking Commission
FROM: Ed Meeee,Parking Program Manager
SUBJECT: Purchase and installation of twenty(20)fire extinguisher cabinets for
Bridger Park Downtown Garage
MEETING DATE: April 13,2017
AGENDA ITEM TYPE: Action
RECOMMENDATION: Authorize the staff to sign a Professional Services Agreement with
Dupree Building Specialties of Montana for the purchase and installation of twenty (20) fire
extinguisher cabinets in the Bridger Park Downtown Garage.
BACKGROUND: Historically, the Bridger Park Downtown Garage has had difficulty
maintaining fire extinguishers(and cabinets)due to damage from vandalism.The existing cabinets
were not of a durable construction, and do not have an alarm system, As a result, in 2016, all of
the fire extinguishers were removed from service and placed in storage. The PSA with Dupree
Building Specialties of Montana will provide for the purchase and installation of twenty(20)solid
steel,covered door, fire extinguisher cabinets—with a battery powered alarm system.The cabinets
will be more durable and graffiti resistant,and the alarin system should deter vandalism.
FISCAL EFFECTS: The FY 17 Parking Services Division annual operating budget
reflects an appropriation of $165,000 (TIF funding) in line-item # 650-3310-424080.80
"Administrative Capital: Buildings." The total cost of this project, $6,424.00 will be charged
against those funds.
Attachments; Pi ojissiottal Servke Agreemettl d@ Scope of{York,4/13/2017►vitli Dupree Bttlldltig Specialiles gf
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PROFESSIONAL.SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 13th, day of April, 2017 by and between the
CITY OF BOZEMAN,MONTANA,a municipal corporation organized and existing under the laws
of the State of Montana, 121 North Rouse Ave.,Bozeman, Montana 59771,hereinafter referred to as
"City,"and, Dupree Building Specialties of Montana,hereinafter referred to as"Contractor",
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereot'being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to enter this Agreement with Contractor to perform for City
services of concrete installation work at City Hall with details shown on the attached site sheet and
by this reference made a part hereof,
2. Term/Effective Datc: This Agreement is effective upon the date of its execution and
will terminate on the 30th day of December 2017.
3. Scope of Work: Contractor will perform the work and provide the services in
accordance with Attachment A: Scope of Services. For conflicts between this Agreement and the
Scope of Services, unless spccitically provided otherwise,the Agreement governs.
4. Payment: City agrees to pay Contractor the amount specified in Appendix A: Scope
of Services for the purchase and installation of twenty fire extinguisher cabinets, with alarms, and
further depicted in Appendix A: Scope of Services. 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 additional charge over and above the amount
listed in the Scope of Services, The City must agree in writing upon any additional charges.
5, Contractor's Renresentatious: 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, Contractor represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform Raid 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.
G. Indenendent Contractor Status/Labor Relations: 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.
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' compensation coverage for all members and employees of
Contractor's business,except for those members who are exempted by law.
Contractor shall fumish 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.
Contractor shall indemnify, defend, 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.
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.
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,and 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.
• 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 without expectation of
reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific
steps Contractor shall take to services 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.
Contractor shall indemnify, defend, 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.
7. hideinnity/Waiver of Clahns/Insurance: 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;or(iii)the negligent,
reckless,or intentional misconduct of any other third party.
For the professional 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 willftil
misconduct of the Contractor or Contractor's agents or employees.
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).
Contractor's indemnity under this Section shall be without regard to and without any right to
contribution from any insurance maintained by City.
Should any indemnitee described herein 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 indenuiitee 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 indemnitee for a claim(s)or any portion(s)thereof.
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.
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.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
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,
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:
• Workers' Compensation—statutory;
• Employers' Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
I
• Automobile Liability-$1,000,000 property damage/bodily injury; $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 sixty(60)day notice of cancellation or non-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 insursurce corverage and endorsements prior to the Contractor_
comnpenein¢work.
8. 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 and
the Contractor's right to proceed with all or any pail 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.
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 work on the services provided, City may terminate this
Agreement by written notice to Contractor("Notice of Termination for City's Convenience").
The termination shall be effective in the mariner 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 discontinue services and shall do only
such work as may be necessary to preserve,protect, and maintain work already completed, in
progress,
C. in the event of a termination pursuant to this Section 13, Contractor is entitled
to payment only for those services Contractor actually rendered and materials actually
purchased or which Contractor has made obligations to purchase on or before the receipt of
the Notice of Termination for City's Convenience, and reasonably incurred costs. It is agreed
that any materials that City is obligated to purchase for the Contractor will remain the City's
sole property. - �1=. .�ii � . FL."e ,
d. The compensation described in Section 13(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.
10. Umitation on Contractor's Da►nattes; 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 ten (10) 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.
11. Representatives:
a. City's Representative: The City's Representative for the purpose of this
Agreement shall be Ed Meece, Parking Program Manager, 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 James Gochrung as the City's Representative and approvals or authorizations shall
be issued oily 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 as listed above 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 Carl Rose, 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.
12. Permits: -Contractor-sh I rovide all notic amply with all applicable laws,
ordinances,rules,and regulations,ob eeeiFglryVrrmiulionscs,including a City of Bozeman
business license. ,b
13 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, the Americans with Disabilities Act, and all non-
discrimination, affirmative action, and utilization of minority and small business statutes and
regulations.
14. Nondiscrimination: 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 V1 of the Civil Rights Act of
1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The
Contractor shall require these nondiscrimination terms of its sub-Contractors providing services under
this agreement.
15. Intoxicants; IMI'Urue and Alcohol Re ulationis/Safety and'Training: 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. Contractor
acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.
Department of 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.
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.
16. Modification and AssismWiity: 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 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.
17. Reports/Aeeountability/P—Ale 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.
18. 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.
19. 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.
20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
21. 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.
22. Survival: Contractor's indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed tinder applicable law.
23. 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.
24. Severabilit!: If any portion of this Agreement is held to be void or unenforceable,the
balance thereof shall continue in effect.
25. Applicable Law: The parties agree that this Agreement is governed in all respects by
the laws of the State of Montana and the parties expressly agree that venue will be in Gallatin County,
Montana,and no other venue.
26. Bind ne Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives,successors, and assigns of the parties.
27, 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
enfbrced by a third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. 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 reference,are not binding upon the parties. There arc 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.
****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 1)UPIZEE 13UILDING SPECIALTIES of M'l'
CONTRACTOR (�
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Ed Meece, Parking Program Manager B
Print Name: Carl W. Rose
Print Title: stxa-u-jr
APPROVED AS TO FORM:
Greg Sullivan,Bozeman City Attorney
City ofBomoman Umr
April 13,2017
APPENDIX A: SCOPE OF SERVICES
Purchase and-installation of twenty (20) Fire
extinguisher cabinets
1728 Lampman Drive,Suits H
P,O,Box 22030
U U P RF[: BUILDING SPECIALTIES OF MT Billings,Montana 88104
FAX(406)860.3663
E•mall;Into®dupresbldgspeo.com
March 30, 2017 Web;mm,dupreobldgspeo,com
TO: ED MEECE
BOZEMAN PARKING SERVICES
20 E. Olive Street
Bozeman, MT 59771
RE: Bozeman Municipal Parking Garage
Bozeman, MT
Ed,
Thank you for the opportunity to quote the following:
FIRE EXTINGUISHER CABINETS as manufactured by Larsens: We are offering a
stainless steel cabinet and trim with hollow metal, tubular door construction.
We INCLUDE one (1) trip to install all the fire extinguisher cabinets to a concrete
wall. The designated location must have a flush surface. Owner must provide a
floor plan identifying the cabinet locations.
We EXCLUDE wall blocking, fire extinguishers, cabinet identification, patching,
painting, and ADA compliancy checks. Owner must provide a mounting height
that complies with Bozeman's ADA code.
20 - F.E. cabinets, #SS 2409-SM with solid door & handle
20- Larsen-Loc emergency door latches
20 - Vigilante battery powered alarm
0- Signs
20 -Sets, vinyl die cut letters, "FIRE EXTINGUISHER"
20 - Recessed handles in lieu of wire handle INSTALLED $ 6,424.00
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Terms: All Items are quoted F.O.B, factory, full freight allowed to Jobsite. Installation,
blocking, or field verification are not Included unless specifically noted.
Please consider the above prices valid for thirty (30) days only. Prices are based
on shipment within six (6) months of the quotation date. For delivery after that
date please add I%per month.
Where credit has been established,net 30 days, 1-V2%interest will be charged per
month on any balance after 30 days. Interest, re-bllling fees, attorney fees, and
any other costs associated to the collection of past due accounts will be added.
Prices do not include state,federal taxes or TERO taxes unless noted.
Sincerely,
DuPREE BUILDING SPECIALTIES of MT
Carl W. Rose
ACCEPTED BY: DATE:
DUPREE BUILDING SPOCIALTIBB
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