HomeMy WebLinkAbout24 - Professional Services Agreements - Apex Asphalt - Repair for the Rouse Parking Lot Professional Services Agreement for Rouse Lot Repair Page 2 of 14
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of ____________, 202__
(“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, ____________, _______________, 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 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 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, exhibit A . 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,
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Apex Asphalt
27th 4August
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Contractor makes the following representations:
a. Contractor has familiarized itself with the nature and extent of this Agreement, the
Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules,
and regulations that in any manner may affect cost, progress or performance of the Scope of Services.
b. Contractor represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform 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.
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, as such term is
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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 effect 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.
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)
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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
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.
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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 or named 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.
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.
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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
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
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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 __Nicholas Focken, Parking Manager__ or such other individual as City
shall designate in writing. Whenever approval or authorization from or communication or
submission to City is required by this Agreement, such communication or submission shall be
directed to 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
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__Aimee Smith ___ 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.
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.
If Contractor’s Scope of Services includes the production of digital content, documents, or web applications intended to be branded for use by the City, Contractor must use the City style guide
when creating a design. As per recommendations found in Section 508 of the Rehabilitation Act, all digital content, documents, or web applications must also adhere to level A and AA Success Criteria and Conformance Requirements as defined by the current Web Content Accessibility Guidelines (WCAG).
The City will not accept digital content that does not comply with WCAG A and AA guidelines. If
the City refuses digital content because it is non-compliant with the City style guide, Section 508 of
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the Rehabilitation Act, and/or WCAG, Contractor will be required to make the digital content
compliant and redelivered at no additional cost to the City.
15. 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.
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.
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.
16. 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.
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17. 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.
18. 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.
19. 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.
20. 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.
21. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
22. 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
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competent jurisdiction in compliance with the Applicable Law provisions of this Agreement.
23. Survival: Contractor’s indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
24. 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.
25.Severability: If any portion of this Agreement is held to be void or unenforceable, the
balance thereof shall continue in effect.
26.Applicable Law: The parties agree that this Agreement is governed in all respects by
the laws of the State of Montana.
27.Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the parties.
28.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.
29.Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
30. 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.
31.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.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
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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 ________Apex Group Inc. ____________
CONTRACTOR (Type Name Above)
By________________________________ By__________________________________
Chuck Winn , Interim City Manager
Print Name: ___________________________
Print Title: ____________________________
APPROVED AS TO FORM:
By_______________________________
Greg Sullivan, Bozeman City Attorney
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Vice President
Chase Monaghan
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Exhibit A
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ASPHALT
A Higher Standard
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Nic FockenTO
PROPOSAL:
315 E Babcock
MT 59715Bozeman
07/31/2424-25304-P
SITE:
nfocken@bozeman.net
406-581-6570PCF
PROPOSAL
30 Years of Experience
www.apexgroupmt.com
“A Higher Standard”
PARKING LOT PAVING $60,000.00SubTotal Price
Our Price Includes:
1. Saw Cutting (if required)
2. Excavation, haul off and disposal of existing asphalt surfacing. (price assumes an industry standard average
asphalt thickness of 3 inches. If existing asphalt is thicker additional charges may apply)
3. Grading and compaction of existing base materials.(If unsuitable base material is discovered after asphalt is
removed work will be stopped until such time as a change in price can be negotiated for extra work)
4. Tack coating of all edges abutting new asphalt to provide bond between old and new pavement.
5. Installation and compaction of 3 inch thick asphalt to approximately 15,000 square feet. Additional square
footage to be billed at our “price per square foot” based on this proposal.
NOTE: 2 Year Warranty! (Subject to conditions and exclusions listed in this document)
• Remove & Replace.60,000.00
STRIPE $2,500.00SubTotal Price
Our Price Includes:
1. Layout(if required)
2. Stripe existing parking lines or as outlined in the plans.
3. Paint ADA lines and stencils.
4. Paint stencils as per existing or as outlined in the plans.
• STRIPING OF PARKING LOT.2,500.00
Proposal Total Price 62,500.00Terms:
Payment is due upon completion of work.
All returned checks will be charged an additional $25.00. Major credit cards accepted.
Use of credit or debit card is subject up to 3% surcharge fee. Sales Tax Rates may vary.Acceptance:
The process, speciHications, and conditions as enumerated herein, including “Terms and Conditions” below are satisfactory and are hereby accepted.
Apex Group, Inc. is authorized to proceed with the work as speciHied. Payment will be made according to the terms listed above. Apex Group, Inc.,
reserves the right to Hile a preliminary lien notice if required. This proposal is valid for 30 days from the date of the proposal. Due to volatile material
pricing, all work is subject to an increase if it is not completed within 30 days from the date of this proposal.
Authorized Signature______________________________ Title______________________________________
Print Name______________________________________ Date______________________________________
Legal Property Owner _____________________________ Email Address______________________________
Mailing Address __________________________________ Contact Phone______________________________
Accounts payable email (if different from contact email)____________________________
See additional warranty/exclusions information following this proposal:
Page 1 5961 Kessler Lane • Belgrade, MT 59714 • Phone: 406-388-7044/Fax 388-0778
www.ApexGroupmt.com
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Acting City Manager
(406) 451-1209
9/9/2024
City of Bozeman
Chuck Winn
AP@Bozeman.net
121 N. Rouse Bozeman, MT 59715
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Specific E[clXsions & WarranWies
A HLgKeU SWaQdaUd
Paving Warranty and Exclusions:
Warranty on paving is 2 Years except for the following exclusions: Proper drainage for any paving project is guaranteed only if a minimum of 2%
for every 1/4 inch per foot exist prior to paving. Pooling or drainage issues may exist if minimum slope can’t be achieved due to onsite
conditions. Apex Group, Inc. will not be responsible if standing water and/or icing exists after paving work is completed. If any portion of the new
pavement fails due to poor, inadequate, and/or base materials (sub-grade materials such as pit run, not road mix used from final grade) installed
by others there will be no warranty on the failed areas. Sterilization of the ground will only be completed if weeds are present on the surface to
be paved prior to preparation work being completed. In no case will Apex Group, Inc. be responsible if weeds grow through the asphalt surface
after paving. Apex Group Inc. is not responsible for items typical of asphalt pavement such as cracking, settling, oxidation, edge deterioration and
breakage, rutting, uneven surface and or appearance from rocks when hand raking takes place, scuff marks from power steering, softness at
higher temperatures, visible seams, tracking, etc. If an asphalt overlay is completed there are no warranties on drainage. If it’s required that we
cross over or pave next to any type of concrete border, concrete sidewalk, concrete apron or concrete of any kind we are not responsible for any
damage that may occur including, but not limited to cracking, discoloration, breakage, scuffing, staining or damage of any kind. This includes tire
marks etc. Our total tonnage for road mix is based on proper elevation of the sub grade and is an estimate only. Pricing for this item takes into
account the mobilization of our prep crew to the job site and our time to prep the project. A decrease in our import material does not decrease
the pricing unless an agreement is made prior to our mobilization to the job site. Generally speaking if we have to mobilize our prep crew to the
site there will be no decrease.
Concrete Exclusions:
Any and all winter conditions, constructions staking, pump trucks, cold weather concrete and/or protection, hot water, chemicals,blanketing,
concrete testing or any kind of ground thawing setup or equipment. Pricing assumes prep work will be completed to within plus or minus 1”. No
gravel included unless specified. Light towers to be provided by others for night work, no heat tubing work included (plumber must be onsite for
each pour) No extra labor included for slick lining, no haul off of wash out materials, no special curing or hardeners included, no color, stain or
stamp work included unless specified, safety railing by others. Insulation and/or vapor barrier by others, unless specified. Pricing based on exact
quantities as listed in the attached estimate. The estimated quantities and exclusions to be made part of any subcontract agreement.
Water and Sewer Exclusions:
Unless specified in estimate all excavation for water and sewer pricing assumes that work will be completed in unfrozen ground. Ȉ Pricing for
excavation is based on favorable working conditions. Ȉ If conditions such as rock formations, high water table or any other unforeseen problems
requiring additional materials, time or labor, the customer will be notified and any additional costs will be added to the invoice. Ȉ Unless specified,
water and sewer price does not include any fees or permits that may be required for hookup. Ȉ Cutting of asphalt or concrete and or associated
patching or repairs where street cuts are required will be an extra charge unless they are specified in our estimate. Ȉ Apex Group, Inc. does not
assume responsibility for any utility lines such as water, electric, gas, phone, fiber optic, sprinkler, etc. which may lie within eighteen inches (18”) of
the surface. Layouts of locations must be furnished to Apex Group, Inc. if such lines are known to exist. In no case shall Apex Group, Inc. be
responsible for damage to any of the above. Ȉ Bedding material is not included in our water and sewer pricing unless specified as a separate line
item in our estimate. Ȉ Other Exclusions Include: Haul off, temporary barricade & fencing, dust control, road sweeping, unforeseen below ground
demolition, topsoil import, irrigation & landscaping, layout, interior pipe work, hazardous and/or contaminated waste excavation or removal, soils
testing, and bonds.
Cack Seal Waaǣ
There is no warranty on crack sealing unless the cracks are routed to a width and depth of ¾ inches and then sealed with the hot rubberized crack
sealer. Ȉ Cracks that run parallel to the edges of asphalt will not be sealed. Ȉ Cracks between asphalt and concrete surfaces will not be sealed unless
specifically outlined in the proposal. Ȉ Alligator areas and/or areas that need to be patched will not be crack sealed. Ȉ Settling of hot or cold applied
crack sealers will occur if cracks are more than 1/4 inch wide and 1/4 inch deep. Settling of the hot crack sealer is no call for alarm. The crack
remains sealed even if the sealant is not completely to the top of the crack.
Docusign Envelope ID: 2BD85B67-BC96-40CF-A58E-39BCADD338DD
Sealcoating Warranty and Exclusions:
The Work proposed herein is covered by a 2 year warranty on workmanship for asphalt sealing. Application of all warranty provisions is
conditional upon full payment of contract price as specified in this agreement. Normal wear and tear, abuse, accidental damage and acts of God are
excluded as well as areas that have oil and gas drippings, low spots that hold water, areas where snow is piled or extremely dirty areas. Other items
that will void the warranty on seal coating are: salting, sanding or use of deicing products such as magnesium chloride during the winter season.
Common Questions and Concerns:
1. When cars turn their power steering on fresh seal coat you will notice marks that appear to be tearing the asphalt emulsion. Because asphalt
takes up to 6 weeks to cure, it remains soft when temperatures are hot. The power steering marks may continue for several weeks until the
emulsion in the seal coat hardens.
2. You may notice small hairline cracks that develop in the seal coat, especially where the asphalt is rough or where cracks have been sealed. This
is a normal asphalt emulsion trait where the sealer is thick. The asphalt emulsion contains some water and as that water evaporates you may
develop shrinkage cracks.
3. If your asphalt surface has poor drainage and puddles of water exist, you may notice that the seal coat didn’t bond well in those areas after the
first winter. This is caused by freezing and thawing of the water in those areas. Ideally the low spots should be repaired prior to seal coating.
Additional Notes: Asphalt sealing proposal is based on a square foot price that includes a google earth photo (if available) of the existing asphalt
surface area. If the area has been modified and/or increased in total square footage an additional charge will apply based on our square foot price.
Siig Ecli ad Neǣ
Sweeping of parking lot, curb painting, bollard, pole or parking bumper painting. Re-striped stencils may not be an exact patch if Apex Group Inc.
didn’t do the initial striping. The moving of vehicles etc. is the responsibility of the owner. If additional mobilizations are required due to vehicles
in our way, an extra charge will apply.
Pachig Waa ad Ecliǣ
Warranty on patching is 2 years except for the following exclusions: Proper drainage for any patching project is guaranteed only if a minimum of
2% for every 1/4 inch per foot exist prior to paving. Pooling of drainage issues may exist if minimum slope can’t be achieved due to onsite
conditions. Apex Group Inc. will not be responsible if standing water and/or icing exists after patching work is completed. Id any portion of the
new pavement fails due to poor, inadequate and/or base materials (sub-grade materials such as pit run, not road mix used from final grade)
installed by others, there will be no warranty on failed areas. In no case will Apex Group Inc. be responsible if weeds grow through the asphalt
surface after paving. Apex Group Inc. is not responsible for items typical of asphalt pavement such as cracking, settling, oxidation, edge
deterioration and breakage, rutting, uneven surface and or appearance from rocks when hand raking takes place, scuff marks from power steering,
softness at higher temperatures, visible seams, tracking, etc. if it’s required that we cross over or pave next to any type of concrete border, concrete
sidewalk, concrete apron or concrete of any kind, we are not responsible for any damage that may occur including, but not limited to cracking,
discoloration, breakage, scuffing, staining or damage of any kind. This includes tire marks etc.
Docusign Envelope ID: 2BD85B67-BC96-40CF-A58E-39BCADD338DD
Standard Conditions/Warranties
A Higher Standard
General Conditions:
•This proposal is valid for 14 days, with 4inal acceptance subject to approval by the credit department of Apex Group, Inc. and if executed by
“customer” as a contract, is entered into by Apex Group, Inc. without liability for delay or cancellation from causes beyond Apex’s control, including
weather, acts of God, labor disturbances, shortages, war and acts of government. • All surfaces to which material is to be applied shall be in a
condition that is similar to the time at which the project was bid. Customer shall notify Apex Group in advance when the site is ready for the work to
be performed, and shall give free and unobstructed access so that the work to be performed can be commenced promptly, and that once begun, may
be completed without delay. Customer agrees to pay Apex Group, Inc. its reasonable charges for delays caused by customer or other subcontractors.
Towing of vehicles, if necessary, shall be the responsibility of the customer. • Traf4ic control will be provided by customer unless otherwise
speci4ied in estimate. It shall be the responsibility of the customer to maintain closures if required. • A water supply source shall be furnished by the
customer. If Apex Group, Inc. has to bring their own water source an additional charge will apply. • Apex Group, Inc. does not assume responsibility
for any utility lines such as water, electric, sprinkler, etc. which may lie within eighteen inches (18”) of the surface. Layouts of locations must be
furnished to Apex Group, Inc. if such lines are known to exist. In no case shall Apex Group, Inc. be responsible for damage to any of the above. •
Additional work can be performed either by verbal or written order by the owner or owners representative.
Terms:
•In addition to the terms and conditions listed in this estimate, customer agrees to pay a service charge of 2% per month on all accounts that are
more than 5 days past due. Customer agrees to pay all reasonable attorney, collection and/or lien 4iling fees that may be incurred. • Customers
agrees that payment us due in full at the time the services are provided.
Indemni3ication:
•Apex Group, Inc. maintains adequate insurance and shall indemnify and hold harmless customer, owner, agents and employees of any of them
from any claims, damages, losses and expenses arising out of or resulting from performance of the work to the extent caused by the negligent acts
or omissions of Apex Group, Inc. or anyone for whose acts Apex Group, Inc. may be liable.
Disputes:•If customer objects to any portion of the work, customer shall pay Apex Group, Inc. as per this agreement and notify Apex Group, Inc. within 7
calendar days, identify the cause of the disagreement. • The parties hereby agree that, in any legal action arising from this agreement, venue for the
action may properly be placed in the county of the Apex Group, Inc. of4ice that issued this proposal and contract. • The parties acknowledge that
they are hereby relinquishing and waiving any rights they may have to establishing venue in any other county. This agreement shall be in
accordance with and governed by the laws of the state in which it was drafted.
Our Environmental Commitment:•Apex Group, Inc. believes in employing sustainable practices that are both socially responsible and commercially sound. From material recycling
strategies to pollution prevention initiatives, we are committed to minimizing our environmental impact while improving the well being of the
communities we serve.
Con3identiality:•The information in this document is privileged and completely con4idential. No part of this document may be reproduced and/or distributed to
anyone other than the recipient that is speci4ically listed on this document without the written permission from Apex Group, Inc.
Docusign Envelope ID: 2BD85B67-BC96-40CF-A58E-39BCADD338DD