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HomeMy WebLinkAboutRFP - Historic Preservation Policy & Historic Landmark ProgramPage 1 of 15 REQUEST FOR PROPOSALS (RFP) HISTORIC PRESERVATION POLICY & LOCAL LANDMARK PROGRAM CITY OF BOZEMAN Bozeman, MT City of Bozeman PO Box 1230 Bozeman, MT 59771-1230 December 2022 NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms to revise the City’s existing preservation policy and assist in developing a local landmark program. Copies of the Request for Proposals are available on the City’s website All proposals must be provided as a single, searchable PDF document file and be submitted digitally as an email attachment to the RFP Recipient email address below. Respondents are advised that Recipient’s email attachment size limit is 25MB and that only one PDF file will be allowed per response. The subject line of the transmittal email shall clearly identify the RFP title, company name and due date/time. File sizes greater than 25MB in size may be uploaded to bzncloud.bozeman.net upon special arrangement of the Recipient; however, it is the respondent’s sole responsibility to ensure the file upload is completed, and that the Recipient is separately notified via email of same, prior to the given deadline. Deliver RFPs via email to the City Clerk by Friday, January 6, 2023 at 5:00 PM MST. It is the sole responsibility of the proposing party to ensure that proposals are received prior to the closing time as late submittals will not be accepted and will be returned unopened. The email address for submission is: agenda@bozeman.net NON-DISCRIMINATION AND EQUAL PAY The City of Bozeman is an Equal Opportunity Employer. Discrimination in the performance of any agreement awarded under this RFQ 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 prohib ition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts. In addition, pursuant to City Commission Resolution 5169, the entity awarded a contract under this project and any subcontractors must abide by the Equal Pay Act of 1963 and Section 39 -3- 104, MCA (the Montana Equal Pay Act), and affirm it will abide by the above and that it has visited the State of Montana Equal Pay for Equal Work “best practices” website , or equivalent “best practices publication” and has read the material. Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk (406) 582-2321, agenda@bozeman.net. Questions relating to the RFP should be directed to: Sarah Rosenberg, Historic Preservation Officer, (406) 582-2297, srosenberg@bozeman.net DATED at Bozeman, Montana, Monday, November 28, 2022. Mike Maas City Clerk City of Bozeman For publication on: Sunday, December 4, 2022 Sunday, December 18, 2022 I. INTRODUCTION The City of Bozeman (Owner), is seeking proposals from a qualified consultant with expertise in historic preservation to undertake the creation of a Local Landmark Program and revamp existing preservation policies. The purpose of this program is to develop a protocol for listing local historic resources and establish policies to enhance Bozeman’s current historic preservation program. This RFP shall not commit the Owner to enter into an agreement, to pay any expenses incurred in preparation of any response to this request, or to procure or contract for any supplies, goods or services. The Owner reserves the right to accept or reject all responses received as a result of this RFP if it is in the Owner’s best interest to do so. This procurement is governed by the laws of the State of Montana and venue for all legal proceedings shall be in the 18th Judicial District Court, Gallatin County. By offering to perform services under this RFP, all Submitters agree to be bound by the laws of the State of Montana and of the Owner, including, but not limited to, applicable wage rates, payments, gross receipts taxes, building codes, equal opportunity employment practices, safety, non-discrimination, etc. II. PROJECT BACKGROUND AND DESCRIPTION Historic Preservation Program Background The City of Bozeman Historic Preservation Program began in the early 1980’s when a comprehensive historic architecture survey of the “historic portion” of the city was conducted. Surveying over 4000 properties provided the foundation to nominate eight National Historic Districts, establish a historic preservation policy, and create the Neighborhood Conservation Overlay District. The Neighborhood Conservation Overlay District (NCOD) was established by the City of Bozeman in 1991 as a zoning overlay district that prioritizes conservation of neighborhood character and the preservation of historic properties. At the time of the district’s impleme ntation, it was the largest conservation overlay in the nation. The boundaries of the district were based on the city’s 1957 census boundary. Design and development within the NCOD has been overwhelmingly shaped by the Certificate of Appropriateness (COA) process outlined in the Unified Development Code Section 38.340 and the Bozeman Design Guidelines for Historic Preservation and the NCOD . The National Park Service Historic Preservation Standards are enforced across the NCOD, both within and outside historic districts. Initially created to protect neighborhood character and recognize the historic fabric of Bozeman, the existing preservation policies and design guidelines have struggled to maintain their merit and do not help tell the whole story of Bozeman’s history. The City of Bozeman has conducted comprehensive evaluation reports of the NCOD, one in 2015 and the other in 2019. The 2019 NCOD Policy Direction Report outlines adoptive directives and a work plan to evolve the NCOD and Preservation Program. Since the adoption, the only portion that has been implemented is surveying parts of the NCOD to update historic inventory forms . These survey efforts help guide what should happen to the NCOD boundary. The areas the inventory forms have been updated include:  7th Street Corridor/B-2M zone district within the NCOD (Fall 2020)  Main Street Historic District/B-3 zone (Fall 2021)  Northeast Neighborhood with emphasis on underrepresented communities (Fall 2022) Efforts will continue to update the historic inventory forms over time, however, as Bozeman continues to rapidly grow, there is expressed concern that the existing policies in place for historic preservation have equated to a loss of historic resources and neighborhood character. Along with that, there are discrepancies within the NCOD and zoning districts that contradict how development occurs and existing neighborhood fabric. Therefore, a rebranding of the City of Bozeman’s historic preservation program, the NCOD, and creation of a local landmark policy is desired. Project Foundation With an eye towards maintaining a vigorous and healthy community and supporting future affordable and equitable growth, the City of Bozeman is moving forward to update its land use standards and procedures in accordance with the recently adopted Bozeman Community Plan 2020. A long standing community priority is to ‘focus inward,’ encouraging new growth in areas of existing infrastructure, neighborhoods, and public services. Focus inward promotes sustainable urban development and re-use rather than consumption and expansion into open space, agricultural resources, and natural areas. The City encourages preservation of neighborhoods and community assets while making more efficient use of underutilized or undeveloped spaces and appropriate intensification of development. However, the tools and policies in place fall short to adequately incentivize these efforts. Bozeman has had substantial growth for over 25 years, is the fourth largest city in Montana, and has a long history in progressive land use planning. The COVID epidemic has exaggerated existing trends resulting in extreme housing demand and very high housing costs. With this substantial growth comes increasing threats to Bozeman’s historic resources and neighborhood fabric. The City of Bozeman is kicking off revising Chapter 38 of the Unified Development Code (UDC) with consultant Code Studio this fall but there is minimal focus on historic preservation policy, hence the purpose of this RFP. Within the historic preservation movement, there is a call to action that local preservation policies need to incorporate intangible heritage and local knowledge within the built environment as well as expand upon people and perspectives to make it more relevant. Policy makers, scholars, and preservation advocates have begun to push back at national standards with regards to how it is not broadly inclusive and represent ative of all heritage, especially that of underrepresented communities. The City of Bozeman has pledged to review city’s policies around equity and inclusion including how heritage and land use practices can be very negative and harm marginalized communities. By developing a local landmark program and preservation policies that better reflect the layers and voices of Bozeman’s history and people, we can work to include those viewpoints and experiences that are not proportionately represented. The primary objectives of the work are:  Rebrand the historic preservation program with focus on “people centered preservation” rather than just “place centered preservation”;  Develop recommendations and provide guidance and tools for rebranding the NCOD and how it could evolve;  Identify the discrepancies between the zoning districts and how it impacts the NCOD and the preservation program;  Reframe and redefine historic preservation policy and the definition of integrity with a focus on inclusion and equity around cultural significance rather than just historic significance;  Develop standards for a local preservation landmark program;  Offer resources that can help incentivize preservation and adaptive reuse rather than demolition;  Ensure regulations and policy are consistent with the work being done to the UDC update and other adopted planning documents. To achieve these objectives, the City is seeking a consultant with demonstrated experience in preservation policy, equity and inclusion efforts, preservation commission process and procedures, land use and preservation law on the national and state level, preservation financial incentives, design guidelines, land use planning, and community engagement . The successful consultant may include a single firm or team of firms with the necessary experience and knowledge to achieve the scope of services described below. III. SCOPE OF SERVICES The City of Bozeman is seeking to develop a more inclusive preservation program. It is expected there will be two phases of this project with the ultimate goal to establish a local landmark program. Phase 1 – Using the 2019 NCOD Policy Direction Report as a baseline, the consultant will help implement and develop ways to rebrand and revise the current historic preservation program with emphasis on creating a local landmark program and policies. Prior to creating ordinance language, manuals, or other supporting documents, the consultant will outline these mechanisms to bring forth to the City Commission which may include, but are not limited to the following items:  Identifying policy goals and a process to strengthen the current preservation program and create a local landmark program, which includes articulating a long term vision, achievable strategies, educational opportunities, and community engagement;  Detecting the discrepancies between the zoning districts and how it impacts NCOD, as well as other impediments of the current historic preservation program and existing code sections. This includes coordinating with the on-going update to the City’s zoning districts and standards for zone edge transitions within the NCOD;  Outlining strategies and policy recommendations that could be adopted to evolve or alter the City’s current historic preservation program (examples: rebalancing the emphasis of the historic preservation program between historic architecture and the historic events or context of the people that shaped Bozeman’s history; determining incentives for historic preservation or maintenance of historic sites and resources; recommending changes to the role and duties of the HPAB);  Reviewing existing historic property inventory data and make recommendations regarding future planning and development efforts within the NCOD and identifying other areas that could be considered for inclusion in the City’s historic preservation program; and  Providing policy suggestions to support how preservation can contribute to solutions for larger societal issues such as climate change, social justice, affordable housing, economic development, community development, and finance, with an emphasis on innovative and creative tools and techniques that help embrace a multi-disciplinary approach.  Conducting public engagement with community members, landowners, business owners, the Historic Preservation Advisory Board (HPAB), elected officials, city staff, design professionals, and other stakeholders to gather feedback on the City’s current historic preservation program and ways to strengthen it; and  Collaborating with the consultants (Code Studio) currently working on revising and restructuring the UDC. Phase 2 – If the Bozeman City Commission directs staff to proceed with implementing policy recommendations of Phase 1, the consultant will:  Draft an ordinance to amend or repeal and replace the preservation section of the code to implement policy direction provided by the Bozeman City Commission; and  Draft an administrative manual and associated administrative documents or forms to implement the local landmark program ordinance. The ordinance and administrative manual may include, but are not limited to the following items:  Outline the process and procedures to implement the local landmark program with emphasis on required application materials, selection criteria, nomination process, standards, and methods;  Protection, demolition, and maintenance requirements or standards;  Incentive measures for preservation or maintenance of historic resources;  Outline the process and procedures to remove an historic structure or resource from the local landmark program, including required application materials and criteria for removal;  The role and duties the Historic Preservation Advisory Board;  Methods and procedures for data management and documentation of historic resources; and  Use and presentation of data and documentation for educational and outreach programs. City staff will be available to and engage with the consultant team during the extent of the project. The City’s Historic Preservation Officer will be the single primary consultant liaison for the City. The roles and responsibilities of City staff include:  Provide background information to the consultant and include any relevant documents, technical resources, and hyperlinks;  Attend scoping and progress meetings and participate in community engagement efforts;  Deliver status reports of the UDC update and how it can relate to this project;  Provide a summary of existing known issues and concerns on existing policies and a summary of prior consultant work; and  Review inter-departmental communications as it relates to historic resources and inform consultants of any relevant information as it relates to this project. City staff will provide during the course of the project:  A Microsoft Teams site to enable information exchange and communication between the City and Consultant;  Manage the public engagement process in coordination with the selected Consultant;  Schedule noticing and locations for public meetings and hearings;  Timely review and comment on draft;  Prepare the necessary reports for hearings prior to any action by final decision makers;  Prepare and manage adoption of implementing ordinances; and  Provide a formatting sheet for drafting the actual text consistent with City standards. Community Engagement In order to strengthen the historic preservation program and for this project to be effective, it must include meaningful input and involvement from community members, landowners, business owners, elected officials, the Historic Preservation Advisory Board (HPAB), City staff, design professionals, and other stakeholders with an emphasis on inclusion. The community involvement element will focus on 1) education of the community on the existing established policy, and 2) targeted input on the proposed regulatory changes to implement the adopted plans. The City of Bozeman emphasizes participation early, and in every stage of the process, and will therefore place an emphasis in the selection process on consultants who demonstrate skill and experience with developing and encouraging creative and effective public participation. The selected consultant will be responsible for organizing and either leading or co-leading public meetings and input opportunities with City staff. The City of Bozeman uses the International Association for Public Participation (IAP2) platform for community engagement and adopted a Community Engagement Initiative in 2021. City staff will work with the consultant to put together a community engagement plan using IAP2 practices and methods. The consultant does not need to be competent in IAP2 techniques but within the proposal, there should be a framework of a community engagement strategy that describes the following:  A comprehensive strategy for gathering and responding to input at key points in the process with emphasis on having diverse voices as part of the process; and  Creative ideas for obtaining meaningful and relevant public input outside of formal public meetings. IV. PROJECT BUDGET The budget planned for this project is $75,000. Some firms now include or identify reserve funds within the allocated budget for use towards extra/unforeseen meetings that may arise through the process. Please factor this into the submitall contingency funds. V. PROPOSAL REQUIREMENTS Firms interested in providing the services described above are requested to submit the following information. Responses to each item should appear in the same order as in this RFP and should identify the item to which the responses applies. a) Executive Summary b) Firm/Individual Profile c) Scope of Project d) General and Technical Requirements e) Related Experience with Projects Similar to the Scope of Services f) Description of Proposed Solution g) Proposed Schedule h) Outline of Community Engagement Plan i) Present and Projected Workloads and respective responsibility in the project j) Recent and Current Work for the City of Bozeman, if any k) References l) Training m) Cost Proposal and Fee Schedule: o Estimated proposed fee for completion of the project services with fixed and additional service fee options. o Submit a not-to-exceed cost breakdown of the project, including hourly rates for all team members including sub consultants, estimated total travel and material expenses, and any other reimbursable costs as separate line items, for the work identified by the consultant in the Project Approach section of the proposal submittal. o A list of anticipated reimbursable expenses and the rate charged for each. o Any other fees or charges. Conflict of Interest The Consultant must disclose in writing any potential conflict of interest to the City in accordance with applicable City policy. This shall include, but not be limited to, disclosing any clients that the Consultant has represented in the last five years with development projects needing City of Bozeman permits or development review approval. Affirmation of Nondiscrimination (see Appendix A) Non-completion of the Affirmation of Nondiscrimination is cause for disqualification of firms. VI. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS EVENT DATE/TIME Publication dates of RFP Sunday, December 4, 2022 Sunday, December 18, 2022 Deadline for receipt of proposals Friday, January 6, 2023 Evaluation of proposals January 9-13, 2023 Interviews and Selection of consultants Mid to late January 2023 Selection of consultants Late January/Early February 2023 Kick off End of February 2023 With the exception of the advertising dates and advertised due date, the City reserves the right to modify the above timeline. Deliver RFPs via email to the City Clerk (agenda@bozeman.net) by Friday, January 6, 2023 at 5:00PM MST. It is the sole responsibility of the proposing party to ensure that proposals are received prior to the closing time as late submittals will not be accepted and will be returned unopened. All proposals must be provided as a single, searchable PDF document file and be submitted digitally as an email attachment to the RFP Recipient email address agenda@bozeman.net. Respondents are advised that Recipient’s email attachment size limit is 25MB and that only one PDF file will be allowed per response. The subject line of the transmittal email shall clearly identify the RFP title, company name and due date/time. File sizes greater than 25MB in size may be uploaded to OneDrive upon special arrangement of the Recipient; however, it is the respondent’s sole responsibility to ensure the file upload is completed, and that the Recipient is separately notified via email of same, prior to the given deadline. VII. AMENDMENTS TO SOLICITATION Any interpretation or correction of this request will be published on the City’s webpage. The deadline for questions related to this document is 5:00PM MST on Wednesday, December 21, 2022. VIII. CONTACT INFORMATION Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk, (406) 582-2321, agenda@bozeman.net Questions relating to scope of services should be directed to: Sarah Rosenberg, Historic Preservation Officer, (406) 582-2297, srosenberg@bozeman.net IX. SELECTION PROCEDURE 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(s) prior to selection. Selection may be made directly based on the written RFP submission. If interviews occur, the selection of finalists to be interviewed will be made by a selection committee representing the City of Bozeman. The selection of interview candidates will be based on an evaluation of the written responses to the RFPs. All submitted proposals must be complete and contain the information required as stated in the "Request for Proposals.” X. SELECTION CRITERIA Proposals will be evaluated based on the following criteria:  40 points Qualifications of the Firm for Scope of Services  40 points Related Experience with Similar Projects  10 points Engagement Plan  10 points Cost XI. FORM OF AGREEMENT The Contractor will be required to enter into a contract with the City in substantially the same form as the professional services agreement attached as Attachment B. XII. CITY 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. A SUBMISSION IN RESPONSE TO THIS REQUEST FOR QUALIFICATIONS CONFERS NO RIGHTS UPON ANY RESPONDENTS AND SHALL NOT OBLIGATE THE CITY IN ANY MANNER WHATSOEVER. THE CITY RESERVES THE RIGHT TO MAKE NO AWARD AND TO SOLICIT ADDITIONAL REQUEST FOR QUALIFICATIONS AT A LATER DATE. A. This RFP may be canceled or any or all responses may be rejected in whole or in part, as specified herein, when it is in the best interests of the City. If the City cancels or revises this RFP, all Respondents who submitted will be notified using email. B. 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 60 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. C. 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. D. 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. E. 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 Appendix B for form of professional services agreement. The professional services agreement presented to the Contractor may differ from this form as appropriate for the scope of services). F. 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. G. 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. H. Projects under any contract are subject to the availability of funds. XIII. NONDISCRIMINATION AND EQUAL PAY POLICY The City of Bozeman requires each entity submitting under this notice shall affirm, on a separate form provided, that 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, sexual preference, gender identity, or disability in fulfillment of a contract entered into for the services identified herein and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts it enters into in the fulfillment of the services identified herein. Failure to comply with this requirement shall be cause for the submittal to be deemed nonresponsive. In addition, pursuant to City Commission Resolution 5169, the entity awarded a contract under this project and any subcontractors must abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and affirm it will abide by the above and that it has visited the State of Montana Equal Pay for Equal Work “best practices” website, or equivalent “best practices publication” and has read the material. XIV. MISCELLANEOUS A. No Oral Agreements. No conversations or oral agreements with any officer, employee, or agent of the City shall affect or modify any term of this solicitation. Oral communications or any written/email communication between any person and City officer, employee or agent shall not be considered binding. B. No Partnership/Business Organization. Nothing in this solicitation or in any subsequent agreement, or any other contract entered into as a result of this solicitation, shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the respondent and the City. C. 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 responden t, 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. D. 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. E. Procurement. When discrepancies occur between words and figures in this solicitation, the words shall govern. No responsibility shall attach to a City employee for the premature opening of an RFP not properly addressed and identified in accordance with these documents. F. Governing Law. This solicitation and any disputes arising hereunder or under any future agreement shall be governed and construed and enforced in accordance with the laws of the State of Montana, without reference to principles of choice or conflicts of laws. XV. ATTACHMENTS The following exhibits are incorporated in this RFP: Appendix A: Non-Discrimination Affirmation Appendix B: Form of Professional Services Agreement END OF RFP Attachment A NONDISCRIMINATION AND EQUAL PAY AFFIRMATION ____________________________________(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. In addition, ____________________________________(name of entity submitting) hereby affirms it will abide by the Equal Pay Act of 1963 and Section 39 -3-104, MCA (the Montana Equal Pay Act), and that it has visited the State of Montana Equal Pay for Equal Work “best practices” website, or equivalent “best practices publication and has read the material. In addition, pursuant ______________________________________ Name and title of person authorized to sign on behalf of submitter Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 1 of 13 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of ____________, 2022 (“Effective Date”), 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, Firm, Address, hereinafter referred to as “Contractor.” The City and Contractor may be referred to individually as “Party” and collectively as “Parties.” 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 and Schedule attached hereto as Exhibit A and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the Effective Date and will expire on the 1st day of June, 2024, unless earlier terminated in accordance with this Agreement. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 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. Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 2 of 13 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 the 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, Montana Code Annotated (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. 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 Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 3 of 13 connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to 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 intentional 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 City as 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 the City 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 City 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 City for a claim(s) or any portion(s) thereof. In the event of an action filed against the 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, including the right of Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 4 of 13 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 [City’s] 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 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. 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 shall be endorsed as an additional insured on a primary non-contributory basis on the Commercial General, Employer’s Liability, 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. 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. Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 5 of 13 8. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s 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, the 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 Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 6 of 13 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. 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 and Notices: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be Sarah Rosenberg, Historic Preservation Officer, 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 designated by the City in writing 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 Name, title, or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 7 of 13 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. c. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 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 and Equal Pay: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. As affirmed in Attachment B 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. Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 8 of 13 Contractor represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. 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 its 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 the 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. Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 9 of 13 18. Non-Waiver: A waiver by either party of 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: 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 including the City Attorney’s Office staff. 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. Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 10 of 13 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 herein 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. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. 31. 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 June 1, 2025. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written or as recorded in an electronic signature. CITY OF BOZEMAN, MONTANA FIRM CONTRACTOR By________________________________ By__________________________________ Jeff Mihelich, City Manager Print Name: ___________________________ Print Title: ____________________________ Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 11 of 13 APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney Attachment A - SCOPE OF SERVICES AND SCHEDULE There will be two phases of this project with the ultimate goal to establish a local landmark program. Phase 1 – Using the 2019 NCOD Policy Direction Report as a baseline, the consultant will help implement and develop ways to rebrand and revise the current historic preservation program with emphasis on creating a local landmark program and policies. Prior to creating ordinance language, manuals, or other supporting documents, the consultant will outline these mechanisms to bring forth to the City Commission which may include, but are not limited to the following items: • Identifying policy goals and a process to strengthen the current preservation program and create a local landmark program, which includes articulating a long term vision, achievable strategies, educational opportunities, and community engagement; • Detecting the discrepancies between the zoning districts and how it impacts NCOD, as well as other impediments of the current historic preservation program and existing code sections. This includes coordinating with the on-going update to the City’s zoning districts and standards for zone edge transitions within the NCOD; • Outlining strategies and policy recommendations that could be adopted to evolve or alter the City’s current historic preservation program (examples: rebalancing the emphasis of the historic preservation program between historic architecture and the historic events or context of the people that shaped Bozeman’s history; determining incentives for historic preservation or maintenance of historic sites and resources; recommending changes to the role and duties of the HPAB); • Reviewing existing historic property inventory data and make recommendations regarding future planning and development efforts within the NCOD and identifying other areas that could be considered for inclusion in the City’s historic preservation program; and • Providing policy suggestions to support how preservation can contribute to solutions for larger societal issues such as climate change, social justice, affordable housing, economic development, community development, and finance, with an emphasis on innovative and creative tools and techniques that help embrace a multi-disciplinary approach. • Conducting public engagement with community members, landowners, business owners, the Historic Preservation Advisory Board (HPAB), elected officials, city staff, design Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 12 of 13 professionals, and other stakeholders to gather feedback on the City’s current historic preservation program and ways to strengthen it; and • Collaborating with the consultants (Code Studio) currently working on revising and restructuring the UDC. Completion of Phase 1 and the written report associated with this phase must be provided to the City by [INSERT DEADLINE]. Phase 2 – If the Bozeman City Commission directs staff to proceed with implementing policy recommendations of Phase 1, the consultant will: • Draft an ordinance to amend or repeal and replace the preservation section of the code to implement policy direction provided by the Bozeman City Commission; and • Draft an administrative manual and associated administrative documents or forms to implement the local landmark program ordinance. The ordinance and administrative manual may include, but are not limited to the following items: • Outline the process and procedures to implement the local landmark program with emphasis on required application materials, selection criteria, nomination process, standards, and methods; • Protection, demolition, and maintenance requirements or standards; • Incentive measures for preservation or maintenance of historic resources; • Outline the process and procedures to remove an historic structure or resource from the local landmark program, including required application materials and criteria for removal; • The role and duties the Historic Preservation Advisory Board; • Methods and procedures for data management and documentation of historic resources; and • Use and presentation of data and documentation for educational and outreach programs. The deadline for completion of Phase 2 and the written materials associated with this phase will be determined after receiving policy direction from the Bozeman City Commission. Professional Services Agreement for Historic Preservation Policy & Local Landmark Program 22338 Page 13 of 13 Attachment B – Nondiscrimination and Equal Pay Affirmation