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HomeMy WebLinkAbout19- RFP - City of Bozeman Architecture Inventory City of Bozeman Community Development Request for Proposals City of Bozeman Architecture Inventory Prepared by: Phillipe Gonzalez, Historic Preservation Specialist Proposals must be received no later than: February 28, 2019 at 4:00 PM MST Deliver hard copy of proposal to: Robin Crough, City Clerk PO Box 1230 121 North Rouse Ave Suite 200 Bozeman, MT 59771 City of Bozeman Request for Proposal January 2019 Table of Contents i TABLE OF CONTENTS REQUEST FOR PROPOSAL Notice………………………………………………………………………………………………………………………………………………………………..1 Non-Discrimination…………………………………………………………………………………………………………………………………………...2 1. BACKGROUND INFORMATION……………………………………………………………………………………………………………...3 2. BACKGROUND ON THE EXISTING ARCHITECTURAL INVENTORY & HISTORIC PRESERVATION PROGRAM………………………………………………….…………………………………………………………………………………………3 3. PROJECT OVERVIEW……………………………………………………………………………………………………………………………..4 4. ACTION PLAN………………………………………………………..………………………………………………………………………………4 5. PROJECTS WILL RESULT IN…………………………………………………………………………………………………………………….5 6. REQUEST FOR PROPOSAL SCHEDULE…………………………………………………………………………………………………….5 7. PROJECT DELIVERABLES…………………………………………………………………………………………………………………………5 8. PROGRESS REPORTS………………………………………………………………………………………………………………………………7 9. MANDATORY CONTENT AND SEQUENCE OF SUBMITTAL………………………………………………………………………7 10. CONTACTS…………………………………………………………………………………………………………………………………………….8 11. SELECTION PROCESS AND RANKING CRITERIA……………………………………………………………………………………….8 12. RESERVATION OF RIGHTS; LIABILITY WAIVER………………………………………………………………………………………..8 13. CONFIDENTIALTY AND DICLOSURE OF INFORMATION…………………………………………………………………………..9 14. NO PARTNERSHIP/ BUSINESS ORGANIZATION ………………………………………………………………………………………9 15. EMPLOYMENT RESTRICTION AND IDEMNITY…………………………………………………………………………………………9 16. ACCESSIBILITY…………………………………………………………………………………………………………………………………….…9 17. GOVERNING LAW ……………………………………………………………………………………………………………………………….10 18. MISCELLANEOUS ………………………………………………………………………………………………………………………………..10 ATTACHMENT 1- STATEMENT OF NON-DISCRIMINATION..………………………………………………………………………………12 ATTACHMENT 2- FORM OF PROFESSIONAL SERVICES AGREEMENT ………………………………………………………………13 City of Bozeman Request for Proposal Architecture Inventory ii Table of Contents January 2019 City of Bozeman Request for Proposal January 2019 Request for Proposal 1 Request For Proposal Issue Date: February 3, 2019 Title: City of Bozeman Architecture Inventory RFP Start Date: February 3, 2019 RFP: End Date: February 28, 2019 at 4:00 PM MST Question and Answer End Date February 21, 2019 Contact: Phillipe Gonzalez | Historic Preservation Specialist The City of Bozeman Community Development Request Proposals for: Professional Services to Prepare City of Bozeman Architecture Inventory. Proposals must be received no later than: February 28, 2019 at 4:00 PM MST Deliver hard copy of proposal to: Robin Crough, City Clerk PO Box 1230 121 North Rouse Ave Suite 200 Bozeman, MT 59771 City of Bozeman Request for Proposal Architecture Inventory 2 Notice NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms qualified to provide professional services for an architectural inventory within the City. 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 hard copy. Deliver proposals to the City Clerk by Thursday, February 28, 2019 at 4:00 PM 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 200, (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) 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 3, 2019 Sunday, February 17, 2019 City of Bozeman Request for Proposal January 2019 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 a Charter form of government with a City Commission and City Manager. 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 EXISTING ARCHITECTURAL INVENTORY & HISTORIC PRESERVATION PROGRAM Historic Preservation in the City of Bozeman began in the early 1980’s when community members became interested in the historic resources of their community. Coming together in a grass roots organization community members began working with a historic architect to survey and document the historic core of the city. This historic resource survey conducted in 1983/84 by the community of Bozeman was the beginning of a nearly 35 year preservation program. The survey sparked the active involvement of the City and its neighborhood residents, paving the way for the creation of 10 historic districts and 47 individually listed properties, rejuvenated neighborhoods and a prosperous historic downtown. The survey documented the value of the neighborhood’s built heritage, and hundreds of late- nineteenth and early-twentieth century properties led to the rehabilitation of a number of diverse historic neighborhoods that has been a driving force behind Bozeman’s livability and popularity. The use of this initial survey has served as the basis for all preservation work within the city and was further supported with the creation of the Neighborhood Conservation Overlay District (NCOD) in 1991. The historic inventory cards that were created as a result of the survey have been continually used to guide many planning decisions within the NCOD and largely responsible for the preservation successes in Bozeman. However, after nearly 35 years the inventory cards lack necessary information or are outdated for modern land-use planning, prompting a need for an updated historic architecture survey. As Bozeman continues to grow with an expanding population it is important to update and maintain a current historic architecture inventory. The ability to locate new historic resources will facilitate discussion of the management and investment in the city’s valuable heritage assets. A historic architecture survey is a substantial project that requires investment and commitment from a city and community to achieve, though the results can help to define the ongoing cultural fabric of a community. This request for proposal supports the goal stated in the recently approved 2018 Strategic Plan for the re-development of the city’s historic inventory. This ongoing project will serve the need for and significance of a systematic but flexible framework for conducting a historic architecture survey. This is done by evaluating properties, using professional standards, engaging the public, and ensuring access to survey information for property owners, the community and city departments to make accurate decisions. City of Bozeman Request for Proposal Architecture Inventory 4 3. PROJECT OVERVIEW The City of Bozeman (“City”) is requesting proposals from a qualified professional consultant, meeting the Secretary of the Interior’s Professional Qualification Standards for Architectural Historian, to conduct an intensive architectural inventory within the City (the “Project”). The Project will include the update of existing and creation of new Montana Historic Property Records forms available through the Montana State Historic Preservation Office. Consultant will complete the architectural survey as outlined in National Register Bulletin No. 24 Guidelines for Local Surveys: A Basis for Preservation Planning. The Project is intended to be a first phase of a regular city survey program. The selected consultant could be hired on a multi- year contract basis, not to exceed 3 years. Survey work completed by the consultant will update existing city architecture inventory utilized by the City’s Community Development Department. Properties that had not been previously surveyed, that have met the minimum year for eligibility, will be surveyed. An estimated time and work schedule shall be provided as part of the RFP and agreed to by the City in a Professional Services Agreement before work begins. It is anticipated that the work will take a maximum of eight 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. Bozeman is committed to meaningful public access to public processes and intends the work process to be transparent and understandable to participating parties and property owners. Property owners of surveyed properties will be contacted prior to survey and after the completion of survey in order to comment and provide feedback on completed Montana Historic Property Record card. The City’s budget for total cost of services for the Project is not to exceed $70,000. Action Plan A. Scope of Work to be completed The Architectural Resource Survey will be conducted in (3) phases with milestones and deadlines for the completion of each phase. A detailed description of each phase and the work to be completed is outlined in the proposal to follow. All work performed shall be done independently of the City. B. Phase I • The contracted consultant shall attend a kick-off meeting with City staff to discuss expectations of the Project. • Contracted consultants will produce contact information for all survey property owners to City staff. • Available source/ reference material will be provided by staff to consultants. Consultants will review existing historic property cards, historic contexts and other historic sources. • Contracted consultants will provide a sample survey of 5-10 properties for review to staff or evaluation and approval of the samples prior to further inventory. C. Phase II • Evaluation of all scheduled properties for eligibility status for the National Register of Historic Places. • Compilation of all field data and research to be formatted into Montana Historic Property Record card. D. Phase III • Completion and submittal of a digital copy of final Montana Historic Property Record form to be submitted to staff for review and completion. If forms are found not to be completed to a satisfactory level they will be returned to contracted consultant for completion. • Completion and submittal of a digital copy of a final report summarizing work results, potential historic districts and opportunities for further survey work. • Public presentation of all survey findings as indicated in the final report, on a date to be determined. E. Montana Historic Property Record Form Requirements The Montana Historic Property Record Form must be approved for each property being surveyed prior to City of Bozeman Request for Proposal January 2019 Request for Proposal 5 completion of project. Each form shall be formatted so as to include the following information if available: • Legal Location • UTM Reference • Current Property Owners • Architectural Description • Site Description • History of Site including title chain • Current and Historic Maps • Modern and historic photographs • Statement of Significance and Integrity • Eligibility Status of inclusion of the National register of Historic Places Available Resources 1. Montana Historic Property Record 2. Bozeman Architecture Inventory Map 3. Bozeman, Montana: An Historic and Architectural Context (2008) 4. PROJECT WILL RESULT IN: a. Updated or creation of new Montana Historic Property Record forms for properties designated by city staff. b. Completion of a report detailing work results, potential historic district opportunities, landmark status opportunities and opportunities for future survey work. 5. REQUEST FOR PROPOSAL SCHEDULE EVENT DATE/TIME Publication dates of RFP Sunday, February 3, 2019 Sunday, February 17, 2019 Last Day for Questions/ Clarifications Thursday, February 21, 2019 Deadline for Receipt of Proposals Thursday, February 28, 2019 Evaluations of Proposals March 1, 2019- March 22, 2019 Finalist Interviews March 25, 2019- April 8, 2019 Contract Award and Notice to Proceed May 1, 2019 Sample Work Submitted for Review and Edits June 1, 2019 Final Work Due November 1, 2019 Public Presentation December 1, 2019 Close Out of Contract January 1, 2020 Note: Dates are subject to change at project manager’s discretion. 6. PROJECT DELIVERABLES • Digital results 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 any city board, commission, etc. in an electronic format approved upon by the City. All work submitted shall become property of the City of Bozeman. • 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 City of Bozeman Request for Proposal Architecture Inventory 6 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. City of Bozeman Request for Proposal January 2019 Request for Proposal 7 7. PROGRESS REPORTS The selected consultant 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”. 8. MANDATORY CONTENT AND SEQUENCE OF SUBMITTAL: A. Submission Requirements and Instructions. Please review this RFP carefully to ensure your understanding of all City requirements prior to developing your proposal. Proposals must clearly reflect an understanding of, and agreement with, the stated requirements. Submission of a proposal indicates acceptance of the conditions contained in this RFP unless clearly indicated otherwise. 1. Submit one (1) original proposal package, and 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 4:00pm on February 28, 2019 will not be considered. 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 including 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 City of Bozeman Request for Proposal Architecture Inventory 8 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. 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 may arrange interviews with the finalist prior to selection. 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. 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. City of Bozeman Request for Proposal January 2019 Request for Proposal 9 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 required by the City). All respondents to this RFP should be prepared to execute the 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. City of Bozeman Request for Proposal Architecture Inventory 1 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. 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. City of Bozeman Request for Proposal January 2019 Request for Proposal 1 City of Bozeman Request for Proposal NCOD-Update 12 Attachment 1- Statement of Non-Discrimination January 2019 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 Request for Proposal Architecture Inventory January 2019 Attachment 2- Professional Services Agreement 13 Attachment 2 – Form of 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 City of Bozeman Request for Proposal NCOD-Update 14 Attachment 2- Professional Services Agreement January 2018 claims regarding underpaid prevailing wages. 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: City of Bozeman Request for Proposal Architecture Inventory January 2019 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 City of Bozeman Request for Proposal NCOD-Update 16 Attachment 2- Professional Services Agreement January 2018 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 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. 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 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 City of Bozeman Request for Proposal Architecture Inventory January 2019 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. 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. 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 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 ¬¬¬¬¬¬¬¬¬¬¬¬¬¬ . [END OF AGREEMENT EXCEPT SIGNATURE PAGE]