HomeMy WebLinkAboutRFP-NCOD
City of Bozeman
Community Development
Request for Proposals
Comprehensive Review of Neighborhood
Conservation Overlay District, Design
Guidelines and Historic Preservation
Program
29 January 2018
Prepared by:
Phillipe Gonzalez, Historic Preservation Specialist
City of Bozeman
Request for Proposal
NCOD Update
January 2018 Table of Contents i
TABLE OF CONTENTS
REQUEST FOR PROPOSAL
Notice………………………………………………………………………………………………………………………………………………………………..1
Non-Discrimination…………………………………………………………………………………………………………………………………………...2
1. BACKGROUND INFORMATION……………………………………………………………………………………………………………...3
2. BACKGROUND ON THE NEIGHBORHOOD CONSERVTAION OVERLAY DISTRICT (NCOD) & HISTORIC
PRESERVATION PROGRAM……………………………………………………………………………………………………………………3
3. PROJECT OVERVIEW……………………………………………………………………………………………………………………………..4
4. REPORTS, MEETINGS, AND PUBLIC PARTICIPATION………………………………………………………………………………4
5. PROJECTS WILL RESULT IN…………………………………………………………………………………………………………………….5
6. REQUEST FOR PROPOSAL SCHEDULE…………………………………………………………………………………………………….5
7. PROJECT DELIVERABLES…………………………………………………………………………………………………………………………5
8. PROGRESS REPORTS………………………………………………………………………………………………………………………………6
9. MANDATORY CONTENT AND SEQUENCE OF SUBMITTAL………………………………………………………………………6
10. CONTACTS…………………………………………………………………………………………………………………………………………….7
11. SELECTION PROCESS AND RANKING CRITERIA……………………………………………………………………………………….7
12. RESERVATION OF RIGHTS; LIABILITY WAIVER………………………………………………………………………………………..7
13. CONFIDENTIALTY AND DICLOSURE OF INFORMATION…………………………………………………………………………..8
14. NO PARTNERSHIP/ BUSINESS ORGANIZATION ………………………………………………………………………………………8
15. EMPLOYMENT RESTRICTION AND IDEMNITY…………………………………………………………………………………………8
16. ACCESSIBILITY…………………………………………………………………………………………………………………………………….…8
17. GOVERNING LAW………………………………………………………………………………………………………………………………….8
18. MISCELLANEOUS………………………………………………………………………………………………………………………………..…9
ATTACHMENT 1- STATEMENT OF NON-DISCRIMINATION..………………………………………………………………………………11
ATTACHMENT 2- PROFESSIONAL SERVICES AGREEMENT ………………………………………………………………………………19
City of Bozeman
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ii Table of Contents January 2018
City of Bozeman
Request for Proposal
NCOD Update
January 2018 Request for Proposal 1
Request For Proposal
Request for Proposal Number: 18-042
Issue Date: February 4, 2018
Title: Comprehensive Review of Neighborhood
Conservation Overlay District, Design Guidelines
and Historic Preservation Program
RFP Start Date: February 4, 2018
RFP: End Date: March 9, 2018
Question and Answer End Date March 2, 2018
Contact: Phillipe Gonzalez | Historic Preservation Specialist
The City of Bozeman Community Development Request Proposals for: Professional Services To Prepare Comprehensive
Plan Update.
Proposals must be received no later than: Friday, March 9, 2018 at 5:00 pm MST
Deliver hard and electronic copy of proposal to:
Robin Crough, City Clerk
PO Box 1230
121 North Rouse Ave Suite 202
Bozeman, MT 59771
Electronic copy to: agenda@bozeman.net
City of Bozeman
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NCOD-Update
2 Request for Proposal January 2018
Notice
NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms qualified to provide professional
services for a comprehensive review of the City of Bozeman Neighborhood Conservation Overlay District, Design Guidelines
and Historic Preservation Program. Project will result in recommendations for improvement of the Neighborhood
Conservation Overlay Districts, develop corresponding Design Guidelines and re-develop Preservation Program.
All proposals must be in the format specified, enclosed in a sealed envelope and clearly identified with RFP title, company
name and due date and transmitted via email and hard copy.
Deliver proposals to the City Clerk by Friday, March 9, 2018 at 5:00 p.m. MST. It is the sole responsibility of the proposing
firm to ensure that proposals are received prior to the closing time as late submittals will not be accepted and will be
returned unopened.
The physical address is:
City Clerk’s Office, Suite 202, (upstairs) City Hall, 121 N. Rouse Avenue, Bozeman, Montana.
The mailing address is:
City Clerk’s Office, City Hall, P.O. Box 1230, Bozeman, Montana, 59771
(USPS only, shipping companies should be sent to the physical address)
The email address for submittal is:
agenda@bozeman.net
Non-Discrimination
The City of Bozeman is an Equal Opportunity Employer.
Discrimination in the performance of any agreement awarded under this RFP on the basis of 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.
As such, each entity submitting under this notice shall include a provision wherein the submitting entity, or entities, affirms
in writing 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 and which also recognizes the eventual
contract will contain a provision prohibiting discrimination as described above and that this prohibition on discrimination
shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts.
Failure to comply with the above may be cause for the City to deem the submittal non- responsive.
For additional information on this RFP, contact Phillipe Gonzalez, Historic Preservation Specialist, 406-582-2940,
pgonzalez@bozeman.net.
Robin Crough, City Clerk
For publication on:
Sunday, February 4, 2018
Sunday, February 11, 2018
Sunday, February 25, 2018
City of Bozeman
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NCOD Update
January 2018 Request for Proposal 3
1. BACKGROUND INFORMATION
The City of Bozeman is a rapidly growing community of 43,000. It is the county seat and central place for one of the
fastest growing micropolitan areas in the US. It has a multi-county trade service area. It is the home of Montana State
University and a major gateway to Yellowstone National Park. It is the fourth largest city in the state and is expected to
soon be the third largest. Bozeman is served by Yellowstone International Airport which has the highest annual boarding’s
in the state. As the City of Bozeman continues to grow additional information and studies are needed to determine the
needs of communities and to continue to provide a vibrant and healthy community to live in.
The City is governed by a City Commission/ City Manager form of government. The City Commission is made up of four
members plus a mayor that serves as the head of the City Commission. The City Commission appoints a City Manager to
oversee the City’s eight departments. Additional information regarding the City of Bozeman may be obtained at: http://
www.bozeman.net
2. BACKGROUND ON THE NEIGHBORHOOD CONSERVATION OVERLAY DISTRICT (NCOD) & HISTORIC
PRESERVATION PROGRAM
The Neighborhood Conservation Overlay District (NCOD) was established by the City of Bozeman in 1991 as a zoning
overlay district that prioritizes conservation of neighborhood character and the preservation of historic properties. At the
time of the district’s implementation it was the largest conservation overlay in the nation. The boundaries of the district
were based on the City’s 1957 census boundary.
Design and development within the Neighborhood Conservation Overlay District has been overwhelmingly shaped by
the Certificate of Appropriateness (COA) process and the Bozeman Design Guidelines for Historic Preservation &
Neighborhood Conservation Overlay District. The guideline document provides appropriate rehabilitation for historic
contributing properties within the Historic Districts based on the Secretary of the Interior Standards for Rehabilitation.
The document additionally provides guidance for infill and rehabilitation of all other properties within the Neighborhood
Conservation Overlay District.
Since the creation of the Neighborhood Conservation Overlay District significant development has occurred within the
City of Bozeman, both within the NCOD and out, prompting an evaluation of the continued success of the NCOD as a
conservation tool and its overall effects on development, preservation, affordable housing and the future land use needs
of the city as it continues to grow.
The most recent addition to the NCOD was the creation of subchapter 4B, pertaining to the B-3 Commercial Character
Area district. This section was added to the NCOD Guidelines in 2015. The intent being a transition zone between the
Main Street historic district and surrounding residential neighborhoods. There is commercially zoned land between
the historic district and residential areas. The Subchapter 4B area completely opposes the initial intent of the NCOD,
encouraging the greatest height and intensity in the community. The recent addition of the Subchapter 4B and B-3
area have spotlighted the need to reevaluate the use of the NCOD and where and how it is applied.
As a result of the implementation of the NCOD, the Neighborhood Conservation Overlay District has merged alongside
the City’s Historic Preservation program. The NCOD has informed and supported historic preservation within the city
as is defined in UDC 38.16.010.The NPS Standards for Historic Preservation are enforced across the NCOD, both within
historic districts and outside, based on a property’s historic status. Initially created to protect neighborhood character
and potential historic districts, the Design Guidelines have called for vague and oftentimes confusing design requirements
based on neighborhood character. How to define what constitutes “neighborhood boundaries” or “neighborhood
character” has been challenging for staff to administer and frustrating for property owners and developers.
The City of Bozeman Historic Preservation Program began in the early 1980’s. In 1983/84 a comprehensive historic
architecture survey of the “historic portion” of the city, approximately 4,000 properties, 70% of the current NCOD, was
inventoried resulting in 9 historic districts. The NCOD requires the City to make quasi-judicial land-use decisions based on
this survey information. The survey information is now nearly 35 years old, where it does exist it is often outdated and
does not give reliable information for property owners and staff to make accurate decisions.
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4 Request for Proposal January 2018
The Historic Preservation Advisory Board was formed in 1985, and is “…charged with establishing a local historic
preservation program, integrating historic preservation into local, state, and federal planning and decision-making
processes, identifying, evaluating and protecting historic resources within Bozeman, and educating the general public
about historic preservation.” The advisory board, a 7 person board, has historically acted as an educational and advocacy
body acting as a conduit between staff and the public. The HPAB may comment on various planning projects and
individual COA applications to the city commission, though historically have had a limited role in land-use planning.
The most comprehensive evaluation report of the NCOD is the 2015 Neighborhood Conservation Overlay District
Report. Consultants KLJ and TRIO ARCHitecture evaluated the NCOD and the effects it has had on historic preservation,
affordable housing and infill development and provided some broad recommendations based on their findings. The
2015 NCOD Report gave various brief suggestions regarding the NCOD, Historic Preservation, Affordable Housing, Infill
Development and Design Guidelines. The 2015 NCOD report serves as a thorough and wide-ranging document regarding
the effects of the NCOD within Bozeman will inform the future of the NCOD and regulatory land-use powers. The City
recently adopted several zoning revisions implementing some elements of the report regarding accessory dwelling units,
transitions between zones, and other issues.
3. PROJECT OVERVIEW
The City of Bozeman is requesting proposals from a qualified professional consultant to conduct a comprehensive review
of the Neighborhood Conservation Overlay District including the Bozeman Design Guidelines for Historic Preservation &
the Neighborhood Conservation Overlay District as well as the City’s Historic Preservation program, advisory board, and
make actionable recommendations for improvements, with required updates from the 2017 Secretary of the Interior
Standards for Preservation. The revisions shall be consistent with the requirements of the Unified Development Code
(UDC) and pursuant to all other City of Bozeman planning documents and reports.
The goal of this project is to revise the NCOD to accommodate growth and development while balancing the need for
historic preservation and other community needs. The Design Guidelines and COA process should be revised to simplify
the process of rehabilitation and redevelopment for property owners and developers and follow best practices.
An estimated time and work schedule shall be provided as part of the RFP and agreed to by the city before work begins.
It is anticipated that the work will take a maximum of six (6) months to complete from date of notice to proceed. A
shorter time line is welcome if the work product retains high quality and reliability. A longer time frame may be proposed
on evidence of the need for additional time to meet the purposes of the RFP.
4. REPORTS, MEETINGS, AND PUBLIC PARTICIPATION
Bozeman is committed to meaningful public access to public processes and intends the work process to be transparent
and understandable to participating parties. A public engagement plan applicable to the subject matter is a required
element of the proposal. The plan should be innovative and drive effective public participation. The City expects that data
and community feedback already obtained through the 2015 Neighborhood Conservation Overlay District report will be
incorporated as part of the public participation.
Substantial effort has already been made in identifying community priorities and relevant information regarding historic
preservation and the NCOD. Available local resource documents will include:
1. 2009 Bozeman Community Plan
2. 2005 Bozeman Design Guidelines
3. 2009 Downtown Bozeman Framework
4. Bozeman Design Guidelines for Historic Preservation & Neighborhood Conservation Overlay
5. 2015 Neighborhood Conservation Overlay District Report Final Report
Written public comments obtained during recent zoning amendments and related ongoing planning efforts will also be
made available to the selected consultant.
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January 2018 Request for Proposal 5
Various city departments, citizen advisory boards and neighborhood organizations should be consulted directly during
the public participation process. These groups would include but are not limited to:
1. Community Development
2. Bozeman Historic Preservation Advisory Board
3. Neighborhood Coordinator
4. Design Review Board
5. PROJECT WILL RESULT IN:
1. Recommended alternatives to the current laws, regulations and physical boundaries of the NCOD. Alternatives that include metrics to determine their success will be provided when possible.
2. Draft document addressing revision and replacement of relevant Design Guidelines. New standards should be locally relevant, specific and easily interpreted by both staff and the public. A thorough evaluation of the possible use of the recently updated Secretary of the Interior’s Historic Preservation Standards and Guidelines is expected.
3. Recommendations for a restructured Preservation Program that can function in conjunction with or
independently of the NCOD and continues to promote and preserve the historic built environment of the City of
Bozeman.
6. REQUEST FOR PROPOSAL SCHEDULE
EVENT DATE/TIME
Publication dates of RFP Sundays, February 4, February 11 and February 25, 2018
Last Day for Questions/ Clarifications Friday, March 2, 2018
Deadline for Receipt of Proposals Friday, March 9, 2018
Evaluations of Proposals Mon.,- Fri., March 12-16, 2018
Finalist Interviews Mon.,- Fri., March 19-23, 2018
Contract Award and Execution Monday, April 1, 2018
Public Input Process and Draft Report April – October, 2018
Report Due to City for Review and Edits Monday, October 15, 2018
Final Report Due Monday, December 3, 2018
Commission Presentation Monday, January 7, 2019
Close Out of Contract Tuesday, February 5, 2019
Note: Dates are subject to change at project manager’s discretion.
7. PROJECT DELIVERABLES
1. Two hard copies and 1 editable version of all preliminary and final drafts of reports shall be provided to City of
Bozeman. All documents shall be provided at least 30 working days prior to any public hearing or meetings with
the City Commission or Planning Board in an electronic format approved upon by the City. All work submitted
shall become property of the City of Bozeman.
2. Deliverables must comply with the Americans with Disabilities Act. To comply with the ADA, documents posted
online, including, but not limited to, Adobe PDF files, Microsoft Word documents, Microsoft PowerPoint
presentations, and online flipbooks, must be screen-reader friendly. Accessible documents are often part of
web-based information or used for support documents. Therefore, under Section 508 standards and WCAG
accessibility guidelines, it is critical to ensure all support documents made available to end users can be accessed
by people with disabilities. Therefore, any digital material created for the City of Bozeman and its websites will
maintain the requirements outline in WCAG 2.0 AA Convention guidelines, Section 508 “Electronic & Accessibility
Standards” of the U.S. Rehabilitation Act, the Usability.gov accessibility Guidelines, and ADA Title II State & Local
Government nondiscrimination requirements.
Note: All final drafts will follow City of Bozeman standardized formatting which will be provided upon completion of work.
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6 Request for Proposal January 2018
8. PROGRESS REPORTS
Proposer will be expected to submit progress reports every other week via e-mail or conference call outlining the
following subjects: Recently Performed Work; Upcoming Tasks; Upcoming Milestones; Scope & Schedule Issues; and
Issues “To Be Aware Of”.
9. MANDATORY CONTENT AND SEQUENCE OF SUBMITTAL:
A. Submission Requirements and Instructions.
1. Submit one (1) original proposal package, four (4) complete copies for each proposal under sealed envelope, by
mail or hand-delivery to the address shown on the front.
2. Each submission must be marked on the outside with the Company’s name and the name of the project.
3. Any proposal received after 5:00pm on March 9, 2018 will be returned to the bidder unopened.
4. Proposals and required attachments shall be submitted as specified and must be signed by officials authorized to
bind the bidder to provide the services.
B. Proposal Outline and Content - Assemble and submit each proposal in the order below and address the required
content/ questions. The order in which items are presented is important, as proposal evaluators will follow this
order:
1. Cover Sheet
2. Table of Contents
3. Project Summary
a. This summary should be concisely describe the project, its goals, and the proposed plan of implementation
9including a detailed schedule for completion.
4. Company Description/Capability (not to exceed 3 pages)
a. Brief history of the company that includes the date of establishment and examples of relevant prior RFP/bids
and current customers of similar attributes to the City of Bozeman.
b. Describe your experience and capacity to manage projects of the size and scope proposed.
5. Project Team (not to exceed 3 pages)
a. A list of the project team and their professional profile, credentials, and relevant experience.
b. Specific assignments of project team members.
6. References (not to exceed 2 pages) – Provide a minimum of 3 and maximum of 6 specifically in local, municipal,
county, or state agencies
a. Name of Agency
b. Contact name to include: title, phone number and email
c. Population of jurisdiction
d. Number of employees
e. Project start date and completion date
f. Brief summary of project
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January 2018 Request for Proposal 7
7. Outline of Services
a. Describe how the proposer intends to deliver the required service.
b. Describe approach and work plan with staff and community.
8. Proposed Schedule
a. Provide a detailed schedule of work within proposed time frame.
9. Project Schedule
a. The schedule for completion of the work will be finalized during negotiation of the professional services
agreement.
10. Cost and expense (1 page)
a. A cost proposal for a specific “not to exceed” fixed fee, including associated fees (i.e. printing costs, attendance at meetings, travel) shall be included with the initial submittal in a separate sealed envelope. A description of anticipated total effect allocated to each element of the work is preferred. A requested payment schedule should accompany the work schedule. Selection is based upon qualifications. Upon selection, a cost for the work will be negotiated. If a satisfactory price cannot be reached the City reserves the right to terminate negotiations and work with the next most qualified firm.
10. CONTACTS
Any administrative questions regarding proposal procedures should be directed to: Robin Crough, City Clerk (406) 582-
2321, agenda@bozeman.net. Questions relating to scope of services and project management may be directed to:
Phillipe Gonzalez, Historic Preservation Specialist, (406) 582-2940, pgonzalez@bozeman.net.
11. SELECTION PROCESS AND RANKING CRITERIA
A review committee will evaluate all responses to the RFP that meet the submittal requirements and deadline. Submittals
that do not meet the requirement or deadline will not be considered. The review committee will rank the proposals and
arrange interviews with the finalist prior to selection.
Proposals will be evaluated based on the following criteria:
PERSONNEL QUALIFICATIONS 30 points maximum
RELATED EXPERIENCE ON SIMILAR PROJECTS 30 points maximum
SCHEDULE AND RESOURCES 10 points maximum
LOCAL KNOWLEDGE AND ABILITY TO RESPOND 10 points maximum
PRESENT AND PROJECTED WORKLOADS 10 points maximum
WORK QUALITY 10 points maximum
CRITERIA TOTAL SCORE 100 points maximum
12. RESERVATION OF RIGHTS; LIABILITY WAIVER
All proposals submitted in response to this RFP become the property of the City and public records and, as such, may be
subject to public review.
The City reserves the right to accept or reject any and all proposals; to add or delete items and/or quantities; to amend
the RFP; to waive any minor irregularities, informalities, or failure to conform to the RFP; to extend the deadline for
submitting proposals; to postpone award for up to 30 days; to award one or more contracts, by item or task, or groups of
items or tasks, if so provided in the RFP and if multiple awards or phases are determined by the City to be in the public
interest; and to reject, without liability therefore, any and all proposals upon finding that doing so is in the public interest.
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NCOD-Update
8 Request for Proposal January 2018
The City of Bozeman reserves the right to reject the proposal of any person/firm who previously failed to perform
properly to the satisfaction of the City of Bozeman, or complete on time agreements of similar nature, or to reject the
proposal of any person/firm who is not in a position to perform such an agreement satisfactorily as determined by the
City of Bozeman.
The City of Bozeman reserves the right to determine the best qualified Contractor and negotiate a final scope of service
and cost, negotiate a contract with another Contractor if an agreement cannot be reached with the first selected
Contractor, or reject all proposals. The professional services contract between the City of Bozeman and the successful
Contractor will incorporate the Contractor’s scope of service and work schedule as part of the agreement (see
Attachment 3 for form of professional services agreement).
This RFP does not commit the City to award a contract. The City assumes no liability or responsibility for costs incurred
by firms in responding to this request for proposals or request for interviews, additional data, or other information with
respect to the selection process, prior to the issuance of an agreement, contract or purchase order. The Contractor, by
submitting a response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect
of this RFP.
The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited to: selection procedures,
submittal date, and submittal requirements. If the City cancels or revises this RFP, all Contractors who submitted
proposals will be notified using email.
This project is subject to the availability of funds.
13. CONFIDENTIALITY AND DISCLOSURE OF INFORMATION
Upon completion of negotiations or a determination that no proposals will be pursued, one copy of each submitted
proposal shall be retained for the official files of the City and will be considered a public record.
14. NO PARTNERSHIP/BUSINESS ORGANIZATION
Nothing in this RFP or in any subsequent agreement, or any other contract entered into as a result of this RFP, shall
constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind
between or among the City and respondent.
15. EMPLOYMENT RESTRICTION AND INDEMNITY
No person who is an owner, officer, employee, contractor, or consultant of a respondent shall be an officer or employee
of the City. No rights of the City’s retirement or personnel rules accrue to a respondent, its officers, employees,
contractors, or consultants. Respondents shall have the responsibility of all salaries, wages, bonuses, retirement,
withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation
other benefits and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and
consultants. Each respondent shall save and hold the City harmless with respect to any and all claims for payment,
compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease
compensation, insurance, unemployment compensation other benefits and taxes and premiums in any way related to
each respondent’s officers, employees, contractors and consultants.
16. ACCESSIBILITY
Upon reasonable notice, the City will provide assistance for those persons with sensory impairments. For further
information please contact the ADA Coordinator Mike Gray at 406-582-3232 or the City’s TTY line at 406-582-2301.
17. GOVERNING LAW
This RFP and any disputes arising hereunder or under any future agreement for the sale and purchase of shares,
interests, or rights shall be governed hereafter and construed and enforced in accordance with the laws of the State of
Montana, without reference to principles of choice or conflicts of laws.
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January 2018 Request for Proposal 9
18. MISCELLANEOUS
No conversations or agreements with any officer, employee, or agent of the City shall affect or modify any term of this
RFP. Oral communications or any written/email communication between any person and the designated contact City staff
shall not be considered binding.
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January 2018 Attachment 1- Statement of Non-Discrimination 11
Attachment 1 - Statement of Non-Discrimination
(name of entity submitting) 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 and acknowledges and understands the eventual contract will contain a
provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring
and treatments or proposer’s employees and to all subcontracts.
Name and title of person authorized to sign on behalf of submitter
City of Bozeman
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12 Attachment 1- Statement of Non-Discrimination January 2018
City of Bozeman
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January 2018 Attachment 2- Professional Services Agreement 13
Attachment 2 - Professional Services Agreement
THIS AGREEMENT is made and entered into this day of , 201 , by and between the CITY OF
BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and 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, , , hereinafter 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 described in the Scope
of Services attached hereto as Attachment “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
¬¬¬ day of , 201_.
3. Scope of Work: Contractor will perform the work and provide the services in accordance with the requirements
of the Scope of Services. 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. 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, 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 and for any claims
regarding underpaid prevailing wages.
City of Bozeman
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14 Attachment 2- Professional Services Agreement January 2018
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; 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 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 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:
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January 2018 Attachment 2- Professional Services Agreement 15
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; $2,000,000 annual aggregate; and
Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. 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:
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.
In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those
services Contractor actually rendered.
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.
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 performance under this Agreement 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 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. Contractor
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, Contractor is entitled to payment only for those
services Contractor actually rendered on or before the receipt of the Notice of Termination for City’s
Convenience.
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16 Attachment 2- Professional Services Agreement January 2018
d. The compensation described in Section 9(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.
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 thirty (30) 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 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 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 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, and inspections from
applicable governmental authorities, and pay all fees and charges in connection therewith.
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
including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health
Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all
applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-
discrimination, affirmative action, and utilization of minority and small business statutes and regulations.
14. 1Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performing this Agreement
shall be on the basis of merit and qualifications. 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 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
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January 2018 Attachment 2- Professional Services Agreement 17
services to the City under this Agreement while on City property or in the performance of any activities 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. 16. Modification and Assignability: 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. 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.
18. 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. 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.
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18 Attachment 2- Professional Services Agreement January 2018
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.
30. 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 ¬¬¬¬¬¬¬¬¬¬¬¬¬¬
.
[END OF AGREEMENT EXCEPT SIGNATURE PAGE]
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January 2018 Attachment 3- Professional Fee Table 19