HomeMy WebLinkAboutProfessional Services Agreement with CTA Architects for Depot Structural Analysis Commission Memorandum
REPORT TO: Honorable Mayor and City Commission FROM: Courtney Kramer, Historic Preservation Officer
Steve Worthington, Interim Planning Director
SUBJECT: Authorize the City Manager’s signature of the Professional Services Agreement between the City of Bozeman and CTA Architects and Engineers (Bozeman Office).
MEETING DATE: February 4, 2013
AGENDA ITEM TYPE: Consent
RECOMMENDATION: That the City Commission motion and vote to approve the City
Manager’s signature of the Professional Services Agreement (PSA) for an amount of $18,500 between the City of Bozeman and CTA Architects and Engineers (Bozeman Office) to complete
a Structural Analysis of Bozeman’s Northern Pacific Railway Passenger Depot at 820 Front
Street.
SUGGESTED MOTION: Having heard the information presented by Staff, heard public comment and considered the project, I move to approve the City Manager’s signature of a
Professional Services Agreement between the City of Bozeman and CTA Architects and
Engineers to complete a Structural Analysis of Bozeman’s Northern Pacific Railway Passenger
Depot at 820 Front Street.
BACKGROUND: In July 2012 the National Trust for Historic Preservation awarded the City
of Bozeman a $5,000 grant, to be matched by $15,000 from the North East Urban Renewal
Board, to complete a Structural Analysis of the Northern Pacific Railway Depot at 820 Front
Street, in Bozeman. The project will identify the structure’s potential for adaptive reuse by
determining existing conditions of the site and building, including structural stability, needed upgrades, mechanical systems, etc. Montana Rail Link, who controls access to the property,
wrote a letter of support for the grant application and is an enthusiastic partner in the project.
Of the $20,000 in funding available for the project, $1,500 will be reserved for hosting public meetings to discuss the results of the Structural Analysis, making the information gathered publicly available and disbursing the information to potential redevelopers.
In September 2012 Historic Preservation Officer Courtney Kramer formed a committee of
stakeholders in the project to guide the project, including hiring of a contractor. The committee includes Erik Nelson, the North East Urban Renewal Board Chairman; Keri Thorpe, Planning Department representative; Dustin Johnson, Engineering Department representative; Joe Gentri
of Montana Rail Link and Mark Hufstetler of the Bozeman Historic Preservation Advisory
Board. As the total contract amount is less than $20,000, the committee was able to solicit bids
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from three qualified contractors. In early October 2012 the committee ranked respondents and
chose CTA Architects and Engineers to execute the Structural Analysis.
UNRESOLVED ISSUES: None at this time. ALTERNATIVES: N/A
FISCAL EFFECTS: The North East Urban Renewal Board has included $15,000 for the NP
Depot in their FY 2013 budget. The National Trust for Historic Preservation will provide a grant of $5,000.
Attachments: Professional Services Agreement between City of Bozeman and CTA Architects
and Engineers Scope of Work for Professional Services Agreement Report compiled on: January 24, 2013
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Professional Services Agreement for Depot Structural Analysis
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of ____________, 2013, by and between the CITY OF BOZEMAN, MONTANA, a municipal corporation organized and
existing under the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana 59771,
hereinafter referred to as “City,” and, _____[name]_______, ____[address]___________,
hereinafter referred to as “Consultant.” 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 hire Consultant as an independent 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. Specifically, the City, in partnership with the North East Urban
Renewal Board, Montana Rail Link and National Trust for Historic Preservation, desires to employ
Consultant to execute a Structural Analysis of the Northern Pacific Railway Passenger Depot at 820
Front Street in Bozeman, MT.
2. Effective Date: This Agreement is effective upon the date of its execution and will
terminate on the _____ day of ____________, 2013.
3. Scope of Work: Consultant will perform the work and provide the services in accordance with the requirements of the Scope of Services attached hereto as Exhibit A. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise,
the Agreement governs.
4. Payment: City agrees to pay Consultant Eighteen Thousand Five Hundred Dollars ($18,500) for services performed pursuant to the Scope of Services. Consultant recognizes that the total sum is the aggregated amount for all services described in the scope in Attachment A. Not
more than 90% (ninety percent) of payment will be provided by City to Consultant upon submittal
of monthly invoices. Remaining payment will be provided by City to Consultant upon completion
of the scope of services Payment will not exceed 60% of the contract price prior to delivery of the initial public review draft of the work. City retains the right to a refund contingent upon satisfactory completion of the scope of services in accordance with this Agreement.
5. Consultant’s Representations:
To induce City to enter into this Agreement, Consultant makes the following representations:
a. Consultant 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, growth policies,
adopted plans of the City, ordinances, rules, and regulations that in any manner may affect cost,
progress or performance of the Scope of Services.
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Professional Services Agreement for Depot Structural Analysis
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b. Consultant represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this
Agreement shall not infringe upon or violate the rights of any third party, whether rights of
copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever,
or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty.
6. Independent Contractor Status: The parties agree that Consultant is an
independent contractor for purposes of this Agreement and is not to be considered an employee of
the City for any purpose. Consultant 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. Consultant is not authorized to represent the City or otherwise
bind the City in any dealings between Consultant and any third parties.
Consultant shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Consultant shall maintain workers’ compensation coverage for all members and
employees of Consultant’s business, except for those members who are exempted by law.
Consultant 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.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Consultant agrees to defend, indemnify, and hold the City harmless against claims, demands, suits, damages, losses, and expenses connected
therewith that may be asserted or claimed against, recovered from or suffered by the City by reason
of any injury or loss, including but not limited to, personal injury, including bodily injury or death,
property damage, occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Consultant or Consultant’s agents or employees.
For the professional services rendered, to the fullest extent permitted by law, Consultant
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
expenses, including reasonable defense attorney fees, to the extent caused by the negligence or willful misconduct of the Consultant or Consultant’s agents or employees.
Consultant also waives any and all claims and recourse against the City or its officers,
agents or employees, including the right of contribution for loss or damage to person or property
arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of
another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA.
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Professional Services Agreement for Depot Structural Analysis
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Should City be required to bring an action against the Consultant to assert its right to defense or indemnification under this Agreement or under the Consultant’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 Consultant was obligated to defend the claim(s) or was obligated to
indemnify the City for a claim(s) or any portion(s) thereof. The above obligations shall survive termination of this agreement.
In addition to and independent from the above, Consultant shall secure insurance coverage
acceptable to the City and furnish to the City an accompanying certificate of insurance issued by a company authorized to do business in the State of Montana 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; $2,000,000 annual aggregate
• Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate
The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional
or named insured on a primary non-contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable
to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The
City must approve all insurance coverage and endorsements prior to the Consultant commencing
work.
8. Professional Service: Consultant agrees that all services and work performed
hereunder will be accomplished in a professional manner.
9. Compliance with Laws: Consultant agrees to comply with all federal, state and
local laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA. Consultant agrees to purchase a City business
license.
10. Nondiscrimination: The Arc Consultant will have a policy to provide equal
employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Consultant 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
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Professional Services Agreement for Depot Structural Analysis
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disability, marital status or sex distinction. The Consultant shall be subject to and comply with Title
VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Consultant shall require these nondiscrimination terms of its sub-consultants providing services under this agreement.
11. Default and Termination: If either party fails to comply with any condition of this
Agreement at the time or in the manner provided for, the other party, at its option, may terminate this Agreement and be released from all obligations if the default is not cured within ten (10) days after written notice is provided to the defaulting party. Said notice shall set forth the items to be
cured. Additionally, the non-defaulting party may bring suit for damages, specific performance,
and any other remedy provided by law. These remedies are cumulative and not exclusive. Use of
one remedy does not preclude use of the others. Notices shall be provided in writing and hand-delivered or mailed to the parties at the addresses set forth in the first paragraph of this Agreement.
12. Modification and Assignability: This document contains the entire agreement
between the parties and no statements, promises or inducements made by either party or agents of
either party, which are not contained in this written Agreement, may be considered valid or binding. This Agreement may not be enlarged, modified or altered except by written agreement signed by
both parties hereto. The Consultant may not subcontract or assign Consultant’s rights, including the
right to compensation or duties arising hereunder, without the prior written consent of City. Any
subcontractor or assignee will be bound by all of the terms and conditions of this Agreement.
13. Ownership and Publication of Materials: All reports, information, data, and other
materials prepared by the Consultant pursuant to this Agreement, except those separately identified
in the Scope of Services or in other written agreements between the parties, are owned by the City.
The City has authority to release, publish or otherwise use, in whole or part, reports, information,
data and other materials prepared by Consultant pursuant to this Agreement, except those separately identified in the Scope of Services or in other written agreements between the parties. Any re-use
without written verification or adaptation by the Consultant for the specific purpose intended will be
at the City’s sole risk and without liability or legal exposure to the Consultant. No material
produced in whole or in part under this Agreement may be copyrighted or patented in the United
States or in any other country without the prior written approval of the City. CTA reserves the right to use its work product and representations of this project in its advertising materials.
14. Liaison: City’s designated liaison with Consultant is ____________________ and
Consultant’s designated liaison with City is ____________________.
15. Applicability: This Agreement and any extensions hereof shall be governed and
construed in accordance with the laws of the State of Montana.
16. Reports/Accountability/Public Information: Consultant agrees to develop and/or
provide documentation as requested by the City demonstrating Consultant’s compliance with the requirements of this Agreement. Consultant 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
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Professional Services Agreement for Depot Structural Analysis
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reimbursement of monies distributed to Consultant pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The Consultant shall not issue any statements, releases or information for public dissemination without prior approval of the City.
17. 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.
18. Attorney’s Fees and Costs: That in the event it becomes necessary for either Party
of this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel
to include City Attorney.
19. Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the State of Montana. In the event of dispute regarding the terms of this Agreement, the parties agree to attempt mediation of the conflict prior to pursuing litigation. Venue shall be in
Gallatin County, 18th Judicial District.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
CITY OF BOZEMAN, MONTANA ____________________________________
CONSULTANT (Type Name Above) By________________________________ By__________________________________ Chris Kukulski, City Manager
Print Name:
Print Title: ____________________________ APPROVED AS TO FORM:
By_______________________________ Greg Sullivan, Bozeman City Attorney
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