HomeMy WebLinkAbout17- Professional Services Agreement, Parking Commission - Rick Williams Consulting - Parking Consulting Services 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, Rick Williams Consulting, hereafter referred to as "Contractor".
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 enter this Agreement with Contractor to perform for City
consulting services related to the planning, policy, and operation of municipal parking services,
further described in the attached "Appendix A"and by this reference made a part hereof.
2. Term/Effective Date: This Agreement is effective upon the date of its execution and
will terminate on the 30th day of April 2018.
3. Scope of Work: Contractor will perform the work and provide the services in
accordance with the attached"Appendix A". For conflicts between this Agreement and the Scope of
Services, unless specifically provided otherwise, the Agreement governs.
4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services
for the consulting work described in the"Appendix A".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 Representations: 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 said services in a professional,
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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 willful
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 indemnitee 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
Page 3 of l 1 Professional Agreemew for Parkh?g Corisidiirrg Services, April 2017
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 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 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.
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. Limitation on Contractor's Dama es• Time for Assertin 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
Page 5 of 11 Professional Agreeinew.for Parking Consulting.Services, Apl'il 2017
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 VI 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• DOT Drug and Alcohol Regulations/Safety and Trainin : 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 Assi nabili : 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. Re orts/Accountabili /Public 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.
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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. Binding 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
enforced 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 are 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
Us 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 Rick Williams Consulting
CONTRACTOR(Type Name Above)
12111
By By:
,/a
-City-Manager
Print Name: Rick Williams
Print Title: President
APPR `PED FORM:
By
G ea ullivan,Bozeman City Attorney
Page 9 of 11 Professional Agreement for Parking Consulting Services, April 2017
Scope of Work
A. Provide technical support to the City's Downtown Parking Manager. Such support can include (but
not be limited to):
1. Facilitation and guidance in industry best practices for parking management, parking
policy, measuring system performance, program delivery, new technologies and managing
parking expenses/revenue.
2. Research and program analysis(as requested).
B. Provide facilitation and support to the Bozeman Parking Commission (as requested). Includes
meeting preparation, information gathering and task oversight as necessary. Areas of assistance
can included (but not be limited to):
1. Policy development.
2. Program delivery and parking management plan implementation.
3. Parking financing.
4. Research and program analysis(as requested).
C. Other tasks as necessary and assigned by the Client
3. Staff. Rick Williams will serve as the Consultant's Project Manager.
4. Fees. Rick Williams' time will be billed at a rate of $175 per hour. The hourly rate includes all office
related overhead costs, printing, phone calls and faxes.
5. Additional Services. The Client can request additional services beyond the scope of work to be billed at
the hourly rate described in#4.
6. Billing. The Consultant will bill the Client only for actual hours and expenses incurred (time and
materials). Invoices are due and payable within 30 days of receipt.
7. Schedule. The Client and Consultant will establish a realistic deadline for the completion of assigned
tasks, to which the Consultant will adhere, barring unforeseen circumstances. The Consultant will
inform the Client of any changes in this schedule.
8. Confidentiality. The Consultant affirms that all proprietary information about the Client will be treated
confidentially. However, any information submitted to a local jurisdiction on behalf of the Client
becomes a matter of public record.
9. Consultant's Expertise. The Consultant provides parking and transportation demand management
expertise that in no way can be construed or relied upon as legal advice.
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