HomeMy WebLinkAbout18- Professional Services Agreement - Plan-it Geo, LLC - Tree Inventory Collection M Cp,M
1'R0;ESS10NAIL SER`aCES AGREEMENT
THIS AGREEMENT is made and entered into this I day of1.,1}- , 2018, 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, Plan-it Geo LLC, 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.
2. Term/Effective Date: This Agreement is effective upon the date of its execution.
3. Scope of Services: 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.
a. Contractor agrees to collect data for Tree Inventory Collection, including tree attribute
data fields for species,DBH, condition, address,quadrant/tree#, and spatial location. Price per tree is
$3.25 for an estimated 10,000 trees, not to exceed $32,500.00. Contractor will provide labor,
transportation, materials, equipment, expenses, and technical expertise to perform field collection.
4. Payment: City agrees to pay Contractor $32,500.00 for Tree in Collection.
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.
0 Cd3iitriiit�r�� Represe;atdtia�irs: To induce City to enter into this Agreement,
Contractor snakes the following representations:
a. Contractor has familiarized itself with the nature and extent of this Agreement, the
Professional Services Agreement for Tree Inventory Collection
FY 2017—FY 2018
Page I of 10
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
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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
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b. Indmendent 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
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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
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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.
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type arise or materialize which in turn cause any services to cease for any period of time, Contractor
specifically agrees to take immediate steps, at its own expense and without expectation of
reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific
steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that
Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief
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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
Professional Services Agreement for Tree Inventory Collection
FY 2017—FY 2018
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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
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.mf �1 i iir� wd s U1i z» T ;� .!Ly j - ��, ad ag in'st any ai,.� uk' C c�iai�, «liia„<E , MULk.,i2", aU�"
and costs (including attorney's fees and the costs and fees of 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
_ii any way reluflLtdl kol., (i) Iw iicf E ii�, s i�c�� ��� c.ttct 1ECE .tEl i[ULP-i U1 LIEU i U iULUL, €! (EE)
any negligent, reckless, or intentional misconduct of any of the Contractor's agents.
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
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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).
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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
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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.
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FY 2017—FY 2018
Page 3 of 10
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
of l-. vy Ax/hethe vi!ill-i:`1 r�; 3?�f litr>}�t.s, as L.,�l.. 2 2-702, ]\;, ;'A,
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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
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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
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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:
s Workers' Compensation—statutory;
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® Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
® Automobile Liability - $1,000,000 property damage/bodily injury per accident; and
® Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate.
Tho al-love anlou sh^ll by e�rll give r 1 ft f ae rr)Siq The �';�t F Par fs C re
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 mast 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)
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or Contractor's decision to terminate any required insurance coverage for any reason.
Professional Services Agreement for Tree Inventory Collection
FY 2017—FY 2018
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commencing,work.
8. Termination for Contractor's Fault:
a. If Contractor refuses or falls to timely do the work, or any part thereof, or falls
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.
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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.
& In the event of termination tinder 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 s Convenience:
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make it advisable to the City to cease performance Linder 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.
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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
FY 2017-FY 2018
Page 5 of 10
in progress.
C. In the event of a termination pursuant to this Section 9, Contractor is entitled
to linvi wilt c,lily rcw thn^r eiir n CIll;rncloz actiI nl1v rr'llrar,rpri r::3 ^F before- lh(v .e_ei i of the
Notice of Termination for City's Convenience.
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
s'se• r3rtaa `ad err rl t-� rr* ns�r-rI r �r r>ra r•rz:a• �:r:e n rn ,t. r t ln�t � rn;��f a .'_2..:,� s� �,r;�
nature arising, or claimed to have arisen, as a result of the termination.
10. Lir►liitation on Contractor's Damages- Time for Asserting Claim:
a. In the event of a claim for damages by Contractor under this Agreement,
Cont actor' d ar"ic gcs -,:dall be inii'[ed io con"rarn dhnniqles _.nd conin), M la ;ell-J
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
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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.
a. City's Representative: The City's Representative for the purpose of this
Agreement shall be Alex Nordquest (City Forester) 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 Jaynes Goehrung as the City's Representative and approvals or authorizations shall
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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.
Professional Services Agreement for Tree Inventory Collection
FY 2017—FY 2018
it
tt0peH 1110 Vc Iv t
purpose of this Agreement shall be Evan Sims 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
f;es i..xie i �Iitrc i,r tsei"s ;ia et C;F' age;ts.
12. Pei-mits: 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.
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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 J
State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination,
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14. Nondiscrimination: 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
pe soi., vCsr a rp-ci s€ n ix-"owl ernpl P.ypnent, sir dis6..mairtute au-pirisi a peirsvri Lrl.ci➢ri pensd 1.63ri.CJ f. tit �l — rfi,
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
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its sub-Contractors providing services under this agreement.
15. Intoxicants,DOT Drub 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 while on City property
c A lg ee t fbr.T,_� 11a
FY 2017—FY 2018
Page 7of10
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
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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
16. Modification and Assigngbillity: 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
17. Deports/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
rrz:t plymcp with ilhis `. e :-i1en m! all aliplr hl f2 provisions . fed a1; state, and In.-II low. TIr
Contractor shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
18. Non-Waiver: A waiver by either party any default or breach by the other party of any
terms or conditions of this Agreement does not limit the other party's right to enforce such term or
r ondi[ion._. .;r a� 1 ,.'.,.�. u v 1*hl°l.l lr' l 0al r r .:,t 1 a �' �ho-.: .r� 41�� 3t ? ..: fir ,9�a1
or breach.
19. Attornev'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
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City Attorney.
20. Tuxes: Contractor is obligated to pay all taxes of any kind or nature and make all
Professional Services Agreement for Tree Inventory Collection
FY 2017—FY 2018
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21. Disimte Resolution:
a. Any claim, controversy, or dispute between the parties, their agents,
employees, or representatives shall be resolved first by negotiation between senior-level
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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
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22. Survival: Contractor's indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
23. I4eadin s: The headings used in this Agreement are for convenience only and are not
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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.
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the laws of the State of Montana.
26. Bindipg,Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the parties.
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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.
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Professional Services Agreement for Tree Inventory Collection
FY 2017—FY 2018
Page 9 of 10
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.
*` }' E D OF AGREEMENT EXCEPT FOR SIGNATURES'
IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year
first above written.
CIT~i OF BOZgi16' A =, L' ONTANA PLAN-IT CG O LLC
CONTRACTOR
By By
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Andrea Surratt, City Manager
Print Name: - _nl)
p�E Tiffi < C o +
APPRO AST FORM:
By
Gre S@ fie; 1<3 an, azernan.. 0tJ Attg ney
Professional Services Agreement for Tree Inventory Collection
FY 2017—FY 2018
Page 10 of 10