HomeMy WebLinkAbout17- Professional Services Agreement, Parking Commission - Greenspace Landscaping, Inc. - Snow Removal and Ice Melt at Bridger Park Garage d�
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 121h day of October,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, Greenspace Landscaping, Inc. 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
services of snow removal and ice melt with details shown on 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 June 2019.
3. Scope of Work: Contractor will perform the work and provide the services in
accordance with the details shown on 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 snow removal and ice melt work described in"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,
1 Professional Service Agreement, Snow Removal and ke Melt at Bridger Park Garage, October 2017
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/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 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.
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. Indemnity/Waiver of Claims/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.
2 Professional Service Agreement, Snom,Removal and Ice Melt at Bridger Park Garage, October 2017
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.
3 Professional Service Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
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;
• Automobile Liability - $1,000,000 property damage/bodily injury;
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 insurance coverage and endorsements prior to the Contractor
commencing 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 part 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.
4 Professional Service Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
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 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 Damages; 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.
5 Professional Service Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
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 Ed Meece 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,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 William Halpin, 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 shall provide all notices, comply with all applicable laws,
ordinances,rules,and regulations,obtain all necessary permits,licenses,including a City of Bozeman
business license.
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,
6 Professional Service Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
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 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 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 Assignability: 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/Accountability/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.
7 Professional Semite Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
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 under 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. Severability: 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,
8 Professional Service Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
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 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 Greenspace Landscaping,Inc.
CONTRACTOR
B B
y y
Ed Meece, P a4dng Program Manager
Print Name:
Print Title: 12re'J
APPR VE AS TO FORM:
By
Gr g ullivan, Bozeman City Attorney
9 Professional Service Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
APPENDIX A:
SCOPE OF WORK & COSTS FOR SNOW REMOVAL AT
BRIDGER PARK DOWNTOWN PARKING GARAGE
BY GREENSPACE LANDSCAPING, INC.
10 Professional Service Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
l GREENSPACE
A LANDSCAPING, INC.
340391;rst I�ronta I2uad,I ozem an, 14'1'5()715
Tel:(406)586-3750 Fax:(406)522-5434
City of Bozeman Bridger Park Garage - Snow Removal - Appendix A
Snow removal at the City of Bozeman Bridger Park Garage includes the following services:
Sidewalks and Bus Lane
• Removal of snow from the Garage entrances and exits, the bus lane and bus lane island and all
of the sidewalks. This snow removal service is charged at a rate of$127 per time for 0-6" of
accumulation and $132 per time for 6+" of accumulation.
• Because this hardscaping is on the shady North side of the building, we also apply ice melt
when the conditions are icy and unsafe for pedestrian traffic. Application of the ice melt is
charged at $100 per hour and the ice melt itself is charged at $1.75 per pound applied.
Roof Top-On call Basis
• Parking garage roof snow removal is usually completed once or twice per season after
accumulative snowfalls in November and December, or before large events downtown. Last
snow season we did this service once December 19.
• When we are asked to take care of the parking garage roof we plow the rooftop at $150 per
time for 0-6" of accumulation and $200 per time for 6+" of accumulation. Then we use a skid
steer and dump truck to remove the snow from the garage, drive it down and out to the City lot
across the street. This hauling service is charged at $75 per hour.
Snow Removal and Iee Melt at Bridger Park Garage
• Roof Level Snow Removal
o Under 6" = $150/per event
o Over 6" = $200/per event
• Ice Melt = $1.75/per pound applied & $100/hour for labor.
• This contract is based on a per plow rate. The season shall commence on
November 1" and shall terminate on April 301 of the following calendar year.
If a snow event occurs outside the season, the City of Bozeman must call
Greenspace to request services.
1 l Professional Service Agreement, Snow Removal and Ice Melt at Bridger Park Garage, October 2017
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SNOW REMOVAL SERVICES
Thank you for using the services of Greenspace Landscaping, Inc. We appreciate your business and look forward to an
excellent winter with you! Included with this note is the Snow Removal Contract for the 2017-2018 winter season, and
there are a few changes we have made from previous years. After 24 years of performing snow removal services we are
making the following changes:
Federal Holidays: Last year it snowed on Thanksgiving, Christmas, and New Year's Day. As you can imagine, this put a
tremendous strain on our dedicated staff. This year we will provide our staff holiday pay and lessen their workload so they
can get home to their families sooner. Therefore, if you would like your property plowed on these holidays, we would be
happy to do so at an additional 50%surcharge of your regular plow rate. Customers that opt not to be plowed on these
holidays will be plowed the following day at their contracted rate.
Accumulation Trigger Points: In the past,we have performed snow services at various accumulation trigger points (i.e., a
designation in snow accumulation at which snow removal services are performed).After discussion and consideration,
Greenspace will no longer offer accumulation triggers exceeding 2 inches. We have found that offering high accumulation
triggers creates situations of greater liability. Allowing snow to build up over several small storms creates rutted, icy
buildup through a combination of deep freezes and traffic; these surfaces become hazardous and impossible to clean up
properly. Moving forward, our maximum trigger rate will now be 2"to prevent this situation from occurring.
Non-Snow Event Days: On non-snow event days, we are happy to come help you with your snow removal needs. We
understand that snow drifting can occur on beautiful days, and special circumstances can arise that require snow removal
outside of storms. But on bluebird sky days after snow events, our crews have the day off if they have finished all their
snow accounts from the previous snow storm. After big storms and 15-hour plow days, they go home and sleep! To
balance the needs of our staff, this year we will offer snow removal services on non-snow event days at an hourly rate of
$100/hr., including drivetime to and from the Greenspace shop to your property.
We'd like to share our snow removal process to help clarify some questions you may have about our procedures.These are
just a few of the variables that will affect the time we arrive at your property to remove snow.We try to be consistent and
timely on our arrival however there are many factors that will determine our plow schedule:
• If the snow begins to fall in the middle of the night, our crews head out on their routes between 3-4 a.m.They
start clearing commercial properties first working to get those completed by 8 a.m.The crew will then start on
their residential routes and will continue throughout the day to complete them as quickly as possible.
• If the snow starts in the middle of the night, accumulates to just a few inches and stops mid morning,we will have
a smooth day with a regular schedule. However, if the snow starts in the morning between 3-6 a.m. and it
continues to snow throughout the day, then we will start plowing later and it will take us longer to complete each
plow account due to accumulation. We will arrive at your property later than we would on a small snow day that
started the night prior.
If the snow is light and dry our plowing will go quickly, if the snow is wet and heavy our plowing will take longer,
again delaying when we would arrive at your property.
Please call our office if you have any questions concerns you may have and thank you for your business!
Sincerely, Micheline and Bill Halpin, Owners