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HomeMy WebLinkAbout09-09-19 City Commission Packet Materials - C9. PSA with DOWL for On-Call Services for Stormwater Division Projects Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Kyle Mehrens, Stormwater Program Coordinator Mitch Reister, Public Works Director SUBJECT: Professional Services Master Task Order Agreement with DOWL, LLC to complete on-call planning, engineering, and construction oversight services for a variety of Stormwater Division infrastructure projects. MEETING DATE: September 9, 2019 AGENDA ITEM TYPE: Consent RECOMMENDATION: Authorize the City Manager to sign a Professional Services Master Task Order Agreement with DOWL, LLC to complete on-call planning, engineering, and construction oversight services for a variety of Stormwater Division infrastructure projects. BACKGROUND: Staff requires a qualified consultant to assist with the planning, engineering, and construction oversight of a variety of infrastructure projects scheduled in the Stormwater Division’s Capital Improvement Plan (CIP). The CIP contains numerous ditch restorations, pipe rehabilitations, and treatment unit installations, with the majority requiring specialized services and capacity outside the scope of existing internal resources. Examples of required services include hydraulic modeling, permitting, testing, surveying, engineering, and inspection. Per MCA 18-8-201 et seq, Staff conducted a Request for Qualifications process to select a consultant capable of completing this work, which included advertisement in the Bozeman Daily Chronicle on June 30th and July 7th. Eight consultants submitted proposals, which four Staff members reviewed and ranked. After interviewing the top three candidates, Staff determined DOWL, LLC to be the most-qualified. Staff plans to utilize DOWL, LLC on an on-call and task-order basis over a three-year term as projects arise and funding is available. Staff prefers this approach because it eliminates the need to administer a consultant selection process for individual projects, saving time and resources. UNRESOLVED ISSUES: None. ALTERNATIVES: As directed by the Commission. FISCAL EFFECTS: The Stormwater Utility’s FY20-FY24 CIP allocates $3.25 million for projects. If required, Staff will spend a portion of an individual project’s budget on services delivered under this contract. Attachments: Attachment A: Request for Qualifications - City of Bozeman Stormwater Division Professional Engineering On-Call Services Attachment B: Professional Services Agreement - DOWL, LLC Report compiled on: August 29, 2019 268 Stormwater Division Request for Qualifications Page | 1 REQUEST FOR QUALIFICATIONS CITY OF BOZEMAN STORMWATER DIVISION PROFESSIONAL ENGINEERING ON-CALL SERVICES INTRODUCTION The City of Bozeman (COB) is seeking Requests for Qualifications (RFQ) from engineering consultants qualified to provide professional services on an on-call basis for planning, engineering design, construction administration, and other services related to a variety of Stormwater Division projects. The COB intends to select a single engineering consultant pursuant to Sec. 18-8-204 Montana Code Annotated (MCA), to perform services on an “on-call” basis over a period not to exceed three-years as projects arise and funding is available. Professional on- call services for the Stormwater Division over this period generally include, but are not necessarily limited to:  Stormwater pipe, inlet, and manhole replacement, repair, or rehabilitation. Work may consist of pipe bursting, slip lining, spot repair, and spray applications.  Hydrologic and hydraulic analysis and design of stormwater conveyance infrastructure.  Rehabilitation and deferred maintenance activities for open channel stormwater conveyance infrastructure.  Surface and underground detention and retention system deferred maintenance, facility retrofits or upgrades, and new facility design. Work may include regional stormwater facilities and treatment wetlands.  Stormwater treatment system design to remove or reduce discharges of various pollutants of concern, including, but not necessarily limited to, TSS, nutrients, metals, oils, and grease. Treatment systems may include mechanical separation units, filters, permeable pavers, boulevard infiltration galleries, bio- swales, constructed wetlands, or other treatment methods and devices.  Facility-specific stormwater management plans (SMP) for various COB facilities within the Public Works, Parks, Police, Fire, and Facilities Departments. These SMPs may include the design of a variety of best management practices and preparation of standard operating guidelines for equipment and material storage areas, stormwater conveyance improvements, equipment wash pads, fuel station containment, site grading and drainage upgrades, and sediment basins/traps. SCOPE OF SERVICES The general project types for which the COB may require professional engineering services are described in the previous section. Specific services to be performed will vary and be specific to individual projects that arise over the (up to) three-year term of engagement. The list below represents an array of tasks that may become necessary in the prosecution of work to deliver successful projects. This list is not intended to be exhaustive, but generally representative of activities that may be requested.  Task Order preparation: Project scoping, budget and schedule  Pre-Design alternatives analysis  Property research (ownership, filed easements, prescriptive easements)  Easement acquisition 269 Stormwater Division Request for Qualifications Page | 2  Stormwater monitoring data analysis  Stream permitting, including, local, state and national permits agencies  Construction cost estimates  Engineering design surveys  Geotechnical investigations and testing  Utility locates and conflicts analysis  Hydrologic and hydraulic analysis and modeling  Design reports  Preliminary and final plan sets  Product specifications and quantities  Preparation of bidding documents  Bidding phase services  Construction phase services, including construction contract administration, surveying, testing, and certification Proposals must identify any elements of the anticipated scope of services that would not be provided by the prime engineering consultant. Consultants may assemble teams; however, the COB shall give preference to those with a proven track record of successful working history. A task order based professional services agreement will be the contract form utilized with the selected consultant. The base agreement is attached to this RFQ packet as well as the task order template. The term of the base agreement will follow the COB’s fiscal calendar (July 1 – June 30), will allow for annual renewals upon mutual agreement, but will not exceed a total period of three years. COB intends to negotiate individual task orders for each project that arises over the on-call term. PROPOSAL REQUIREMENTS Consultants shall submit five copies of the proposal, and one electronic searchable PDF file, to the COB Clerk no later than 2:00 pm on July 19, 2019, clearly marked “Stormwater Division Professional Engineering On-Call Services Request for Qualifications.” Consultants must present their proposals in a neat and orderly fashion and not exceed five double-sided pages. A cover page, team member resumes, and required attachments do not count towards this page limit. Consultants shall secure pages by staples and shall not bind nor include plastic or vinyl covers or dividers. Please note that the USPS does not deliver mail to the address below. As such, consultants must ship or hand deliver proposals. The COB will not consider late proposals. City Clerk, City of Bozeman 121 N. Rouse Ave., Suite 200 Bozeman, MT 59715 Proposals shall, at a minimum, include the following items:  Company name, email, phone number, and project manager contact information;  A narrative that describes the consultant’s specific qualifications and understanding of the services for which the COB is requesting assistance;  A narrative that describes specific challenges associated with the required work and unique solutions available to deliver successful projects;  An example project schedule that depicts the tasks typical of a project classification for which the COB is requesting the consultant’s qualifications;  Information for the key members of the consultant team, including names, capacity, unique capabilities, professional background, technical experience, and resumes; 270 Stormwater Division Request for Qualifications Page | 3  A completed and signed Non-Discrimination Affirmation Form (Attachment A); and  A marked-up version of the base task order PSA with the consultant’s requested revisions. If no revisions will be requested, a statement to this effect shall be provided (Attachment B) CONSULTANT SELECTION A selection committee consisting of COB staff will choose, in its opinion, the most qualified consultant to provide engineering on-call services under this procurement action. The COB will evaluate the qualifications of consultants pursuant to criteria listed in Sec. 18-8-204 MCA, including:  Consultants understanding of specific challenges and unique solutions available to deliver successful Stormwater Division projects  The qualifications of professional personnel to be assigned to the project;  Capability to meet time and project budget requirements;  Location;  Present and projected workload;  Related experience on similar projects; and  Recent and current work for the agency. The COB may decide to select a consultant directly upon review of RFQs received, or it may elect to perform a round of interviews to aid in the determination. Once a selection is made, the COB and selected consultant will negotiate the final task-order based PSA. Note that scope and fee for individual project task orders will be negotiated individually as projects arise over the on- call term. If the COB is unable to negotiate a satisfactory contract with the initially selected consultant, it will formally terminate negotiations with that consultant and choose another party to negotiate with per MCA 18-8-204. The COB will continue this process until they reach an agreement or cancel the process. ADDITIONAL INFORMATI ON AND CONDITIONS Direct questions or requests for additional information to: Kyle Mehrens Stormwater Program Coordinator PO Box 1230 Bozeman, MT 59771 -1230 406-582-2270 kmehrens@bozeman.net NON-DISCRIMINATION POLIC Y Discrimination in the performance of any contract awarded under this request for proposal 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. Every entity submitting under this request for proposal must sign and return the attached affirmation statement with their bound response to this request for proposal. 271 Stormwater Division Request for Qualifications Page | 4 SUGGESTED RESOURCES  2008 Stormwater Facilities Plan o http://weblink.bozeman.net/WebLink8/0/doc/46890/Electronic.aspx  City of Bozeman and Montana State University Stormwater Management Plan o https://www.bozeman.net/home/showdocument?id=5681  Manley Ditch Feasibility Study for Improved Drainage o Available upon request  City of Bozeman Strategic Plan o https://www.bozeman.net/city-projects/bozeman-strategic-plan  City of Bozeman Budget and Financial Reports o https://www.bozeman.net/government/finance/budget-and-financial-reports  Montana Post-Construction Storm Water BMP Design Guidance Manual o https://www.bozeman.net/government/stormwater/design-a-stormwater-feature ATTACHMENTS  Attachment A: Non-Discrimination Affirmation Form  Attachment B: Example Task Order Based Professional Services Agreement Form 272 Stormwater Division Request for Qualifications Page | 5 ATTACHMENT A: NON -DISCRIMINATION AFFIRMATION FORM [name of entity proposing] 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 in the performance of work performed for the City of Bozeman, if a contract is awarded to it, and also recognizes the eventual contract, if awarded, will contain a provision prohibiting discrimination as described above and that this prohibition shall apply to the hiring and treatment of the [name of entity proposing] employees and to all subcontracts it enters into in the performance of the agreement with the City of Bozeman. Signature of Proposer: Person authorized to sign on behalf of the proposer 273 Stormwater Division Request for Qualifications Page | 6 ATTACHMENT B: EXAMPLE TASK ORDER BASED PROFESSIONAL SERVICES AGREEMENT PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this [INSERT DAY] of [INSERT MONTH], 2019, 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, [INSERT CONTRACTOR LEGAL NAME and MAILING ADDRESS], 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 engineering design, preparation of construction documents, project bidding, and construction administration services for various stormwater improvement projects, 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 the date of its execution and will terminate on (INSERT DATE). 3. Scope of Services: 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 and 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. 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 274 Stormwater Division Request for Qualifications Page | 7 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 post a legible statement of all wages and fringe benefits to be paid to the Contractor’s employees and the frequency of such payments (i.e., hourly wage employees shall be paid weekly). Such posting shall be made in a prominent and accessible location at the Contractor’s normal place of business and shall be made no later than the first day of services provided under this Agreement. Such posting shall be removed only upon expiration or termination of this Agreement. In performing the services under this Agreement, Contractor shall give preference to the employment of bona fide residents of Montana, as required by §18-2-403, MCA, and as such, term is defined by §18-2-401(1), MCA. When making assignments of work, Contractor shall use workers both skilled in their trade and specialized in their field of work for all work to which they are assigned. Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, fringe benefits, and expenses including travel allowances as set forth in the current Montana Prevailing Wage Rate for Non Construction Services in effective and applicable to Gallatin County, Montana which schedule is incorporated herein. Contractor shall pay all hourly wage employees on a weekly basis. Violation of the requirements set forth in the above State of Montana schedule of prevailing wage rates may subject the Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall maintain payroll records during the term of this Agreement and for a period of three (3) years following termination of this Agreement. 275 Stormwater Division Request for Qualifications Page | 8 The Contractor shall ensure that any person, firm or entity performing any portion of the services under this Agreement for which the contractor, subcontractor or employer is responsible, is paid the applicable standard prevailing rate of wages. In the event that, during the term of this Agreement, any labor problems or disputes of any 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 to the City so as to permit the services to continue at no additional cost to City. 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 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 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; or (ii) 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 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 276 Stormwater Division Request for Qualifications Page | 9 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:  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 per accident; 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 thirty (30) 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: 277 Stormwater Division Request for Qualifications Page | 10 a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. 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 arisen, as a result of the termination. 278 Stormwater Division Request for Qualifications Page | 11 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 _________________ (insert name and job title) 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 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. 279 Stormwater Division Request for Qualifications Page | 12 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 subcontractors providing services under this agreement. 15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement 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. 280 Stormwater Division Request for Qualifications Page | 13 19. Attorney’s Fees and Costs: In the event it becomes necessary for either Party 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. 281 Stormwater Division Request for Qualifications Page | 14 30. Extensions: this Agreement may, upon mutual agreement, be extended anually by written agreement of the Parties. In no case, however, may this Agreement run longer than three years. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** 282 Stormwater Division Request for Qualifications Page | 15 IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA ____________________________________ CONTRACTOR (Type Name Above) By________________________________ By__________________________________ City Manager Print Name:___________________________ Print Title: ____________________________ APPROVED AS TO FORM: By_______________________________ Bozeman City Attorney 283 Stormwater Division Request for Qualifications Page | 16 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT TASK ORDER NUMBER Issued under the authority of Professional Services Agreement between the City of Bozeman and [INSERT CONTRACTOR NAME] for: A range of professional and technical services, including but not necessarily limited to engineering design, preparation of construction documents, project bidding, and construction administration services for various stormwater improvement projects, as requested by the City through issuance of individual, consecutively numbered Task Orders on an as needed and requested basis. This Task Order is dated , 20 between City of Bozeman (City) and [INSERT CONTRACTOR NAME] (Contractor). The following representatives have been designated for the work performed under this Task Order: City: ____________________ Contractor: ____________________ SCOPE OF WORK: (attach additional sheet(s) as required) (insert scope or reference EXHIBIT A – Scope of Services) COMPENSATION: (revise the following as necessary) Contractor shall be reimbursed on a (Time & Materials, Lump Sum, Percent of Completion, etc.) basis. Contractor shall invoice no more often than 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/or Exhibits or Attachments to this Task Order shall govern the Work. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** 284 Stormwater Division Request for Qualifications Page | 17 IN WITNESS WHEREOF, the parties authorized to commit resources of the companies have executed this Task Order: CITY OF BOZEMAN, MONTANA ____________________________________ CONTRACTOR (Type Name Above) By________________________________ By__________________________________ City Manager Print Name:___________________________ Print Title: ____________________________ APPROVED AS TO FORM: By_______________________________ Bozeman City Attorney 285 %sag^V,yue>fv<t*lt»coPROFESSIONAL SERVICES AGREEMENTTHIS AGREEMENT is made and entered into thisof_, 2019, by and between the CITY OFBOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and thelaws 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, DOWL, LLC, 2090 Stadium Dr, Bozeman, MT 59715,hereinafter referred to as "Contractor."In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiencywhereof being hereby acknowledged, the parties hereto agree as follows:1. Purpose: City agrees to enter into this agreement with Contractor to provide a range ofprofessional and technical services, including but not necessarily limited to engineering design, preparation ofconstruction documents, project bidding, and construction administration services for various stormwaterimprovement projects, as requested by the City through issuance of individual, consecutively numbered TaskOrders on an as needed and requested basis.2. Term/Effective Date: This Agreement is effective upon the date of its execution and shallterminate three years from the date made and entered.3. Scope of Services: Contractor will perform the work and provide the services in accordance withthe specific services and corresponding schedule as mutually agreed upon by City and Contractor and included ineach individual Task Order executed under the authority of this Agreement. Task Orders shall be in a format similarto EXHIBIT A, attached and made part of this Agreement. For conflicts between this Agreement and the Scope ofServices, unless specifically provided otherwise, the Agreement governs.4. Payment: The terms of compensation to Contractor shall be agreed upon and included in each TaskOrder. City agrees to pay Contractor the amount specified in the individual Task Orders. Any alteration ordeviation from the described services that involves additional costs above the Agreement amount will beperformed by Contractor after written request by the City, and will become an additional charge over and abovethe 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 thefollowing representations:a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope ofServices, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that inany manner may affect cost, progress or performance of the Scope of Services.Stormwater Division Request for QualificationsPage | 1286 b. Contractor represents and warrants to City that it has the experience and ability to perform theservices required by this Agreement; that it will perform said services in a professional, competent and timelymanner and with the degree of care and skill ordinarily exercised under the same conditions by professionalspracticing in the same field at the same time in the same or similar locality; that it has the power to enter into andperform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall notinfringe 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. TheCity will not determine or exercise control as to general procedures or formats necessary to have these servicesmeet this warranty.6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is anindependent contractor for purposes of this Agreement and is not to be considered an employee of the City forany purpose. Contractor is not subject to the terms and provisions of the City's personnel policies handbook andmay not be considered a City employee for workers' compensation or any other purpose. Contractor is notauthorized to represent the City or otherwise bind the City in any dealings between Contractor and any thirdparties.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 shallmaintain workers' compensation coverage for all members and employees of Contractor's business, except forthose 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 theState of Montana; or (2) proof of exemption from workers' compensation granted by law for independentcontractors.Contractor shall post a legible statement of all wages and fringe benefits to be paid to the Contractor'semployees and the frequency of such payments (i.e., hourly wage employees shall be paid weekly). Such postingshall be made in a prominent and accessible location at the Contractor's normal place of business and shall bemade no later than the first day of services provided under this Agreement. Such posting shall be removed onlyupon expiration or termination of this Agreement.In performing the services under this Agreement, Contractor shall give preference to the employment ofbona fide residents of Montana, as required by §18-2-403, MCA, and as such, term is defined by §18-2-401(1),MCA. When making assignments of work. Contractor shall use workers both skilled in theirtrade and specializedin their field of work for all work to which they are assigned.Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, fringe benefits, and expensesincluding travel allowances as set forth in the current Montana Prevailing Wage Rate for Non Construction Servicesin effective and applicable to Gallatin County, Montana which schedule is incorporated herein. Contractor shallpay all hourly wage employees on a weekly basis. Violation of the requirements set forth in the above State ofMontana schedule of prevailing wage rates may subject the Contractor to the penalties set forth in §18-2-407,Stormwater Division Request for Q.ualificationsPage ] 2287 MCA. Contractor shall maintain payroll records during the term of this Agreement and for a period of three (3)years following termination of this Agreement.The Contractor shall ensure that any person, firm or entity performing any portion of the services underthis Agreement for which the contractor, subcontractor or employer is responsible, is paid the applicable standardprevailing rate of wages.In the event that, during the term of this Agreement, any labor problems or disputes of any type arise ormaterialize which in turn cause any services to cease for any period of time. Contractor specifically agrees to takeimmediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolveall such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion ofContractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shallprovide immediate relief to the City so as to permit the services to continue at no additional cost to City.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 laborproblems or disputes or any delays or stoppages of work associated with such problems or disputes and for anyclaims regarding underpaid prevailing wages.7. Indemnity/Waiver of Claims/lnsurance: For other than professional services rendered, to thefullest extent permitted by law, Contractor agrees to 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 andagainst any and all claims, demands, actions, fees and costs (including attorney's fees) to the extent caused by thenegligent, reckless, or intentional misconduct of the Contractor; or any negligent, reckless, or intentionalmisconduct of any of the Contractor's agents.For the professional services rendered, to the fullest extent permitted by law, Contractor agrees toindemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, includingreasonable defense attorney fees, to the extent caused by the negligence or willful misconduct of the Contractoror Contractor's agents or employees.Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations ofindemnity that would otherwise exist. The indemnification obligations of this Section must not be construed tonegate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise existas to such indemnitee(s).Contractor's indemnity under this Section shall be without regard to and without any right to contributionfrom any insurance maintained by City.Should any indemnitee described herein be required to bring an action against the Contractor to assertits right to defense or indemnification under this Agreement or under the Contractor's applicable insurancepolicies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred inasserting its right to indemnification or defense but only if a court of competent jurisdiction determines theStormwater Division Request for QualificationsPage | 3288 Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) orany 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 anyway 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 per28-2-702, 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 insurancecoverage through an insurance company or companies duly licensed and authorized to conduct insurance businessin Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. Theinsurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor insubsection (a) of this Section.The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that maybe asserted or claimed against, recovered from, or suffered by the City without limit and without regard to thecause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanyingcertificate of insurance and accompanying endorsements in amounts not less than as follows:Workers' Compensation -statutory;Employers' Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;Automobile Liability - $1,000,000 property damage/bodily injury per accident; andProfessional 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, andemployees, shall be endorsed as an additional or named insured on a primary non-contributory basis on both theCommercial General and Automobile Liability policies. The insurance and required endorsements must be in aform suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The Citymust approve all insurance coverage and endorsements prior to the Contractor commencing work. Contractorshall notify City within two (2) business days of Contractor's receipt of notice that any required insurance coveragewill 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 commencingwork.8.Termination for Contractor's Fault:Stormwater Division Request for QualificationsPage | 4289 a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to performany of its obligations under this Agreement, or otherwise breaches any terms or conditions of thisAgreement, the City may, by written notice, terminate this Agreement and the Contractor's right toproceed with all or any part of the work ("Termination Notice Due to Contractor's Fault"). The City maythen take over the work and complete it, either with its own resources or by re-letting the contract to anyother third party.b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled topayment only for those services Contractor actually rendered.c. Any termination provided for by this Section 8 shall be in addition to any other remediesto which the City may be entitled under the law or at equity.d. In the event of termination underthis Section 8, Contractor shall, under no circumstances,be entitled to claim or recover consequential, special, punitive, lost business opportunity, lostproductivity, 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 itadvisable to the City to cease performance under this Agreement City may terminate this Agreement bywritten notice to Contractor ("Notice of Termination for City's Convenience"). The termination shall beeffective in the manner specified in the Notice of Termination for City's Convenience and shall be withoutprejudice to any claims that the City may otherwise have against Contractor.b. Upon receipt of the Notice of Termination for City's Convenience, unless otherwisedirected in the Notice, the Contractor shall immediately cease performance under this Agreement andmake every reasonable effort to refrain from continuing work, incurring additional expenses or costsunder this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactoryto the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintainwork already completed or immediately in progress.c. In the event of a termination pursuant to this Section 9, Contractor is entitled to paymentonly for those services Contractor actually rendered on or before the receipt of the Notice of Terminationfor City's Convenience.d. The compensation described in Section 9(c) is the sole compensation due to Contractorfor its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim orrecover 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 aresult of the termination.Stormwater Division Request for Q.ualificationsPage [ 5290 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'sdamages shall be limited to contract damages and Contractor hereby expressly waives any right to claimor recover consequential, special, punitive, lost business opportunity, lost productivity, field officeoverhead, 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 andgiving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days ofthe 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 shallbe Kyle Mehrens, Stormwater Program Coordinator or such other individual as City shall designate inwriting. Whenever approval or authorization from or communication or submission to City is required bythis Agreement, such communication or submission shall be directed to the City's Representative andapprovals or authorizations shall be issued only by such Representative; provided, however, that inexigent circumstances when City's Representative is not available. Contractor may direct itscommunication or submission to other designated City personnel or agents as listed above and mayreceive approvals or authorization from such persons.b. Contractor's Representative: The Contractor's Representative for the purpose of thisAgreement shall be Wad Irion, Water Practice Lead or such other individual as Contractor shall designatein writing. Whenever direction to or communication with Contractor is required by this Agreement, suchdirection or communication shall be directed to Contractor's Representative; provided, however, that inexigent circumstances when Contractor's Representative is not available. City may direct its direction orcommunication 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, andinspections 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, allenvironmental laws including, but not limited to, the generation and disposal of hazardous waste, theOccupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act inTitle 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans withDisabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small businessstatutes and regulations.Stormwater Division Request for QualificationsPage | 6291 14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performingthis Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equalemployment 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, ordiscriminate 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, physicalor 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 withTitle VI of the Civil Rights Act of 1964; Section 140, Title 1, United States Code, and all regulations promulgatedthereunder. The Contractor shall require these nondiscrimination terms of its subcontractors providing servicesunder this agreement.15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permitor suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agentengaged in services to the City under this Agreement while on City property or in the performance of any activitiesunder this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities andobligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcoholmisuse prevention plans and related testing. City shall have the right to request proof of such compliance andContractor shall be obligated to furnish such proof.The Contractor shall be responsible for instructing and training the Contractor's employees and agents inproper and specified work methods and procedures. The Contractor shall provide continuous inspection andsupervision of the work performed. The Contractor is responsiblefor instructing his employees and agents in safework practices.16. Modification and Assignability: This Agreement may not be enlarged, modified or altered exceptby written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor'srights, 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 providedocumentation as requested by the City demonstrating Contractor's compliance with the requirements of thisAgreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect andcopy its books and records for the purpose of verifying that the reimbursement of monies distributed toContractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisionsof federal, state, and local law. The Contractor shall not issue any statements, releases or information for publicdissemination 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 orconditions of this Agreement does not limit the other party's right to enforce such term or conditions or to pursueany available legal or equitable rights in the event of any subsequent default or breach.Stormwater Division Request for QualificationsPage | 7292 19. Attorney's Fees and Costs: In the event it becomes necessary for either Party to retain an attorneyto enforce any of the terms or conditions of this Agreement or to give any notice required herein, then theprevailing 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 appropriateemployee withholdings.21.Dispute Resolution:a. Any claim, controversy, or dispute between the parties, their agents, employees, orrepresentatives shall be resolved first by negotiation between senior-level personnel from each party dulyauthorized to execute settlement agreements. Upon mutual agreement of the parties, the parties mayinvite 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 thedispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction incompliance with the Applicable Law provisions of this Agreement.22. Survival: Contractor's indemnification shall survive the termination or expiration of thisAgreement for the maximum period allowed under applicable law.23. Headings: The headings used in this Agreement are for convenience only and are not beconstrued as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which theyrefer.24. Severability: If any portion of this Agreement is held to be void or unenforceable, the balancethereof shall continue in effect.25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws ofthe State of Montana.26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legalrepresentatives, successors, and assigns of the parties.27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does notconstitute 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 oneinstrument.29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement ofthe parties. Covenants or representations not contained therein or made a part thereof by reference, are notbinding upon the parties. There are no understandings between the parties other than as set forth in thisAgreement. All communications, either verbal or written, made prior to the date of this Agreement are herebyabrogated and withdrawn unless specifically made a part of this Agreement by reference.Stormwater Division Request for QualificationsPage | 8293 30.Extensions:This Agreement may, upon mutual agreement, be extended by writtenagreement of the Parties. In no case, however, may this Agreement run longer than four years.**** END OF AGREEMENT EXCEPT FOR SIGNATURES****Stormwater Division Request for QualificationsPage | 9294 IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first abovewritten.CITY OF BOZEMAN, MONTANACITYBy: Andrea SurrattTitle: City ManagerSignature:DOWL, LLCCONTRACTORBy:.ie_ 3-r>'^LL^cA^r Pn^^-iw lecJ^.J.Title:Signature: \-«^APPROVED AS TO FORM:By: Greg SullivanTitle: City AttorneySignature:Stormwater Division Request for QualificationsPage | 10295 w^Vryyf.&•V.%»•/*L* coEXHIBIT A TO PROFESSIONAL SERVICES AGREEMENTTASK ORDER NUMBERIssued under the authority of Professional Services Agreement between the City of Bozeman and[INSERT CONTRACTOR NAME] for: A range of professional and technical services, including but not necessarilylimited to engineering design, preparation of construction documents, project bidding, and constructionadministration services for various stormwater improvement projects, as requested by the City through issuanceof individual, consecutively numbered Task Orders on an as needed and requested basis._, 20_ between City of Bozeman (City) and DOWL,This Task Order is datedLLC (Contractor).The following representatives have been designated for the work performed under this Task Order:City:.Contractor:SCOPE OF WORK: (attach additional sheet(s) as required)(insert scope or reference EXHIBIT A -Scope of Services)COMPENSATION: (revise the following as necessary)Contractor shall be reimbursed on a (Time & Materials. Lump Sum. Percent of Completion, etc.) basis.Contractor shall invoice no more often than monthly for services provided in the prior month.The provisions of the Professional Services Master Task Order Agreement and any Special Terms and Conditionsand/or Exhibits or Attachments to this Task Order shall govern the Work.**** END OF AGREEMENT EXCEPT FOR SIGNATURES****Stormwater Division Request for QualificationsPage [ 11296 IN WITNESS WHEREOF, the parties authorized to commit resources of the companies have executed this Task Order:CITY OF BOZEMAN, MONTANACITYDOWL, LLCCONTRACTORBy:.By:Title:Title:Signature:Signature:APPROVED AS TO FORM:By:.Title:Signature:Stormwater Division Request for QualificationsPage | 12297