HomeMy WebLinkAbout18- Professional Services Agreement - StreamlineAM - Asset Management Services �x
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2018, by
and between the CITY OF BOZEMAN, MONTANA, a self governing munici al 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, StreamlineAM,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 into this agreement with Contractor to provide a range
of professional and technical services, including but not necessarily limited to strategic asset
management planning and policy development,corporate risk framework prioritization,management
plans for specific asset classes and database architecture design and implementation, as requested by
the City through issuance of individual, consecutively numbered Task Orders on an as needed and
requested basis.
2. Term/Effective Date: This Agreement is effective upon and will terminate two years
(730 days) after the date of its execution.
3. Scone of Work: Contractor will perform the work and provide the services in
accordance with the specific services and corresponding schedule as mutually agreed upon by City
and Contractor included in each individual Task Order executed under the authority of this
Agreement. Task Orders shall be in a format similar to EXHIBIT A, attached and made part of this
Agreement. For conflicts between this Agreement and the Scope of Services, unless specifically
provided otherwise,the Agreement governs.
4. Payment: The terms of compensation to Contractor shall be agreed upon and included
in each Task Order. City agrees to pay Contractor the amount specified in the individual Task Orders.
Subject to the Contractor's performance in accordance with the terms and conditions of this
Agreement, City shall pay the Contractor no more than $20,000 per one-year contract period in
accordance with this Section. Any alteration or deviation from the described services that involves
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FY 2018-2019
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II I
additional costs above the Agreement amount will be performed by Contractor after written request
by the City and mutual agreement as to scope,fee and schedule, 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. For each individual Task Order, Contractor will familiarize itself with the nature and
extent of this assignment, 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. Contractor will provide a Scope of Services for each Task Order.
b. Contractor represents 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 parry, 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.
c. Upon mutual agreement of the Scope of Services, City will issue a Task Order that will
become the basis for execution of services in accord with the terms of this Agreement. Contractor
shall commence Work as authorized on a task-specific basis without delay.
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'
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FY 2018-2019
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compensation insurance in the State in which the contracted services are performed; 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.
7. Indemnity/Waiver of Claims/Insurance:
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 negligent acts,errors
or omissions, or willful misconduct of the Contractor or Contractor's agents or employees.
The Contractor shall not indemnify, defend, save and hold City harmless from claims,
lawsuits, liability, or attorneys' fees and costs caused by any negligent acts of City in its performance
of this Agreement.
Where claims, lawsuits or liability, including attorneys' fees and costs arise from wrongful or
negligent act of both City and the Contractor, the Contractor agrees to indemnify, defend, save, and
hold City harmless from only that portion of claims, lawsuits or liability, including reasonable
attorneys' fees and costs, which result from the Contractor's or any subcontractor's negligent
performance of this Agreement.
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).
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.
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FY 2018-2019
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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
insurance coverage through an insurance company or companies duly licensed and authorized to
conduct insurance business in the location which the contracted services are performed 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.
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; $1,000,000 each employee;
$1,000,000 aggregate
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 general
aggregate;
• Automobile Liability - $1,000,000 combined single limit(ea. accident); and
• Professional Liability- $1,000,000 per claim; $2,000,000 aggregate.
The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional
or named insured on a primary non-contributory basis on both the Commercial General and
Automobile Liability policies. The insurance and required endorsements must be in a form suitable
to City and shall include no less than a twenty (20) 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
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FY 2018-2019
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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.
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 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.
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
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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 Jon Henderson (GIS 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 Jon Henderson 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 Kurt Vause 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.
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FY 2018-2019
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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. 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
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 DruL,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
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. Modification and Assij4nability: 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
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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.
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
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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.
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 three years after the date of its execution(1,095 days).
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FY 2018-2019
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xxxX END OF AGREEMENT EXCEPT FOR SIGNATURES x
IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year
first above written.
CITY OF BOZEMAN, MONTANA StreamlineAM
CONTRACTOR
By By
Andrea Surratt, City Manager
Print Name: Kurt Vause
Print Title: Principal
APPRO D AS TO FORM:
By
Greg S Ili an, Bozeman &y Attorney
Professional Services Agreement for Asset Management Services
FY 2018-2019
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MT EXHIBIT A
Geographic Information System
TASK ORDER NUMBER 1
This Task Order is dated April 30, 2018 between City of Bozeman (City) and StreamlineAM.
(Consultant).
Issued under the authority of the Professional Services Agreement between the City of
Bozeman and StreamlineAM. for: A range of asset management services requested by the City
of Bozeman through the issuance of individual and consecutively numbered Task Orders on an as
needed and requested basis.
The following representatives have been designated for the work performed under this Task
Order:
City: Jon Henderson, GIS Manager Consultant: Kurt Vause, Owner
SCOPE OF WORK:
Attachment A—Task Order 1 Scope of Services &Fee Estimate
COMPENSATION:
The City shall reimburse the Consultant a lump sum of$19,605. The Contractor shall not invoice
the City more than once monthly for services provided in the prior month.
The provisions of the Professional Services Master Task Order Agreement and any Special Terms
and Conditions and Exhibits or Attachments to this Task Order shall govern the work.
IN WITNESS WHEREOF, the parties authorized to commit resources of the companies have
executed this Task Order:
City of Bozeman (City) StreamlineAM(Consultant)
By: By:
Title: 1 Title: rt�U"GI
Date: l Date: 412
/ Ah
Fed. ID. No. `T o9e,99 cl�
Bozeman, MT 59771-1230
TDD: 406-582-2301 THE MOST LIVABLE PLACE.
Attachment A
Task 1 — Geometric Network Implementation —Water & Wastewater
Our approach to completing Task 1 includes the following:
Water
1. Review the dependencies of the existing GIS feature classes being migrated into the
geometric network.
2. Create audits for topology clean up until the data is prepared and ready for migration. Data
cleanup performed by Bozeman Staff.
3. Perform test migrations of the data into the development database.
4. Assist City of Bozeman in developing a plan to manage the impacts of the changes to the
data structure to other datasets.
5. Perform an on-site transition from the current data model to the geometric network.
Wastewater
1. Review the dependencies of the existing GIS feature classes being migrated into the
geometric network.
2. Create audits for topology clean up until the data is prepared and ready for migration. Data
cleanup performed by Bozeman Staff.
3. Perform test migrations of the data into the development database.
4. Assist City of Bozeman in developing a plan to manage the impacts of the changes to the
data structure to other datasets.
5. Perform an on-site transition from the current data model to the geometric network.
Principal GIS Analyst Clerical Support Reimbursable
Hours Labor Cost Expenses Total Cost
Hours Cost Hours Cost Hours I Cost
Term Contract Task Order#1
0 Project Management 4 $ 700 2 $ 290 3 $ 195 9 $ 1,185 $ 650 $ 1,835
0.1 Project Management and Coordination $ 700 $ 290 $ 195 9 $ 1,185 $ 1,835
1 Geometric Network Development and Conversion-Water 11 $ 1,925 48 $ 6,960 59 $ 8,885 $ 8,885
1.1 Review Dependenciesto Other Datasets $ 350 $ 870 8 $ 1,220 $ 1,220
1.2 Create Audits for Topology Clean-Up $ 700 $ 2,900 24 $ 3,600 $ 3,600
1.3 Perform Test migrations $ 1,160 8 $ 1,160 $ 1,160
1.4 Assist City of Bozeman in developing a plan to manage impact ofdata changes for geometric network $ 700 $ 1,450 14 $ 2,150 $ 2,150
1.5 Move into Enterprise Environment $ 175 $ 580 5 $ 755 $ 755
2 Geometric Network Development and Conversion-Wastewater 11 $ 1,925 48 $ 6,960 59 $ 8,885 $ 8,885
2.1 Review Dependenciesto Other Datasets $ 350 $ 8.70 8 $ 1,220 $ 1,220
2.2 Create Audits for Topology Clean-Up $ 700 $ 2,900 24 $ 3,600 $ 3,600
2.3 Perform Test migrations $ 1,160 8 $ 1,160 $ 1,160
2.4 Assist City of Bozeman in developing a plan to manage impact ofdata changesfor geometric network $ 700 $ 1,450 14 $ 2,150 $ 2,150
2.5 Move into Enterprise Environment $ 175 $ 5,80 5 $ 755 $ 755
TOTAL PROJECT 26 4,550 98 14,210 3 195 127 18,955 650 19,605
Task Order#1