RFP for Consultanat Represenative Professional for Public and Private Partnership Engagements 10-01-25.pdf

REQUEST FOR PROPOSALS

PROFESSIONAL OWNER’S REPRESENTATIVE TO EXPLORE PUBLIC/PRIVATE

PARTNERSHIP OPPORTUNITIES

Sealed proposals endorsed “PROFESSIONAL OWNER’S REPRESENTATIVE TO EXPLORE

PUBLIC/PRIVATE PARTNERSHIP OPPORTUNITIES”, will be received at Birmingham City

Hall, ATTN: Jana Ecker, 151 Martin Street, Birmingham, Michigan, 48009; until Friday, November 21, 2025 at 10:00 am after which time bids will be publicly opened and read.

The City of Birmingham, Michigan is accepting sealed bid proposals from qualified individuals, firms and/or contractors for a professional owner’s representative to explore public/private partnership opportunities to identify private entity interest in using public land that would leverage private-sector expertise, resources and capital while still pursuing public goals that are advantageous to the City and its residents. The role must be performed as specified in accordance with the specifications contained in the Request for Proposals (RFP).

The RFP, including the specifications, may be obtained online from the Michigan Inter-governmental Trade Network at http://www.mitn.info or at Birmingham City Hall, 151 Martin

Street, Birmingham, Michigan.

The acceptance of any proposal made pursuant to this invitation shall not be binding upon the

City of Birmingham until an agreement has been executed.

Submitted to MITN: Wednesday, October 8, 2025

Deadline for Submissions: Friday, November 21, 2025 at 10:00 am

Contact Person: City Manager Jana Ecker

151 Martin Street

Birmingham, MI 48009

Phone: 248-530-1811

Email: jecker@bhamgov.org

REQUEST FOR PROPOSALS

PARTNERSHIPS

Contents

INTRODUCTION 3

BACKGROUND 3

REQUEST FOR PROPOSALS (RFP) 5

INVITATION TO SUBMIT A PROPOSAL 5

INSTRUCTIONS TO BIDDERS 5

EVALUATION PROCEDURE AND CRITERIA 6

TERMS AND CONDITIONS 7

SCOPE OF WORK 7

CONTRACTOR’S RESPONSIBILITIES 10

CITY RESPONSIBILITY 11

SETTLEMENT OF DISPUTES 11

INSURANCE 11

CONTINUATION OF COVERAGE 11

EXECUTION OF CONTRACT 11

INDEMNIFICATION 12

CONFLICT OF INTEREST 12

EXAMINATION OF PROPOSAL MATERIALS 12

PROJECT TIMELINE 12

ATTACHMENT A - AGREEMENT 13

ATTACHMENT B - BIDDER’S AGREEMENT 20

ATTACHMENT C - COST PROPOSAL 21

ATTACHMENT D - IRAN SANCTIONS ACT VENDOR CERTIFICATION FORM 22

ATTACHMENT E – FIRM REFERENCES 23

INTRODUCTION

For purposes of this request for proposals (RFP) the City of Birmingham will hereby be referred to as “the City” and the private firm or person will hereby be referred to as “Contractor.” The City is accepting sealed bid proposals from qualified individuals, firms and/or contractors for a professional owner’s representative to explore public/private partnership opportunities to identify private entity interest in using public land that would leverage private-sector expertise, resources and capital while still pursuing public goals that are advantageous to the City and its residents

(“the Project”). This work must be performed as specified, in accordance with the specifications outlined by the Scope of Work contained in this RFP.

During the evaluation process, the City reserves the right to request additional information or clarification from contractors, or to allow corrections of errors or omissions. At the discretion of the City, contractors submitting proposals may be requested to make oral presentations as part of the evaluation.

It is anticipated that the selection of a Contractor will be completed by Monday, January 12, 2026.

An Agreement for services will be required with the selected Contractor. A copy of the Agreement is contained herein for reference. Contract services will commence upon execution of the

Agreement attached by the date specified by the City.

BACKGROUND

Birmingham is a vibrant and active city with a population of approximately 21,500 residents.

Covering only 4.73 square miles, our community is able to maintain the feel of a small town, while experiencing the benefits and amenities of an affluent urban area.

Nestled amid some of the nation’s most affluent suburbs, Downtown Birmingham is a center for business, social and cultural activities. The City has a lively, pedestrian-friendly downtown offering one of the Midwest's premiere shopping districts. Comprised of nearly 300 retailers, the City offers a wonderfully diverse assortment of restaurants, clothing and gift stores, salons, spas, antique shops, and art galleries. Movie theatres and a centrally located park complete the City center.

Whether you want to stroll the streets with your family and grab an ice cream, or check out the latest in designer fashions capped off with an evening of some of Metro’s Detroit’s finest dining, Birmingham offers it all. Our City is truly a place to "live, shop, and play."

In an effort to continue to be a progressive, forward thinking City, the City wants to be open to public/private partnerships that explore private entity interests in using public land that would leverage private-sector expertise, resources and capital while still pursuing public goals that are advantageous to the City and its residents. Public/private partnerships have numerous advantages that the City would like to consider, including:

1. Access to Capital and Cost Savings

a. Utilizing private investment instead of relying solely on taxes or public debt.

b. Financial risks are shared with private partners.

2. Risk Sharing

a. Construction issues, cost overruns and operational problems can be transferred to the private sector.

b. Performance based contracts incentivize private partners.

3. Efficiency and Innovation

a. Private investment brings specialized expertise, advanced technology and streamlined management practices.

b. Private investment brings potential innovations in design, construction and operations and delivers projects faster than traditional government led projects.

c. Private investment is often responsible for operations and maintenance for extended periods of time.

4. Economic Development

a. Increased tax base.

b. City vibrancy enhanced.

5. Infrastructure Improvements

a. May allow City to undertake infrastructure improvements that the City might not otherwise be able to afford.

b. Opens opportunities to address other City needs/desires.

Public/private partnerships also have potential negative risks, including:

1. Higher Costs

a. Private investment takes into consideration profit margins, financing costs, risk premiums and other “costs” that may drive the total cost of a project higher than it would have been if the private sector was not included.

b. Long-term payments to private investment may end up being higher than traditional government.

2. Loss of Public Control

a. Private investment may prioritize financial gain over City needs.

b. Long term agreements may limit the City’s ability to make changes or address operational issues.

3. Transparency and Accountability

a. Public/private partnership agreements are often complex and negotiated behind closed doors.

b. Complex financial agreements and high dollar projects make public/private partnerships susceptible to mismanagement, lobbying pressure or corruption if proper oversight is not established and followed.

c. Potential for residents to feel that they have been left out of the decision making process and that public trust and oversight are jeopardized.

The City desires to hire a professional owners representative (POR) specializing in public/private partnerships to serve as an extension of the City to explore potential public/private partnership opportunities and to conduct an analysis of any proposed project to determine the viability of that project. The POR would oversee and coordinate meeting with any private investment entities interested in a public/private partnership with the City. The POR will produce a written document analyzing the viability of any potential projects for the City Commission and will be present to answer any questions from the City Commission. See the scope of work section for a complete list of duties and expectations for the POR.

REQUEST FOR PROPOSALS (RFP)

The purpose of this RFP is to request sealed bid proposals from contractors presenting their qualifications, capabilities and costs to provide Professional Owner’s Representative (POR) services to serve as an extension of the City to identify and evaluate public/private partnership opportunities.

INVITATION TO SUBMIT A PROPOSAL

Proposals shall be submitted no later than Friday, November 21, 2025 at 10:00 a.m. to:

HAND DELIVERED:

City of Birmingham - City Clerk’s Office

ATTN: Jana Ecker, City Manager

Birmingham, Michigan 48009

MAILED:

City of Birmingham - City Clerk’s Office

ATTN: Jana Ecker, City Manager

One (1) original and one (1) copy of the proposal shall be submitted. Also, a digital copy of the proposal must be provided on a thumb drive with the hard copies. The proposal should be firmly sealed in an envelope, which shall be clearly marked on the outside, “PROFESSIONAL

OWNER’S REPRESENTATIVE TO EXPLORE PUBLIC/PRIVATE PARTNERSHIP

OPPORTUNITIES.”

Any proposal received after the due date and time cannot be accepted and will be rejected and returned, unopened, to the contractor. Contractor may submit more than one proposal provided each proposal meets the functional requirements.

INSTRUCTIONS TO BIDDERS

1. Any and all forms requesting information must be completed on the attached forms contained herein (see Contractor’s Responsibilities). If more than one bid is submitted, a separate bid proposal form must be used for each.

2. Any request for clarification of this RFP shall be made via the Michigan Intergovernmental

Trade Network (MITN) no later than Wednesday, October 22, 2025. Such request for clarification shall be answered via MITN, in writing, no later than 5 days prior to the deadline for submissions.

3. All proposals must be submitted following the RFP format as stated in this document and shall be subject to all requirements of this document including the instruction to respondents and general information sections. All proposals must be regular in every respect and no interlineations, excisions, or special conditions shall be made or included in the RFP format by the respondent.

4. The contract will be awarded by the City to the most responsive and responsible bidder who can best accomplish the requirements of the Scope of Work in an effective and cost efficient manner.

5. Each respondent shall include in his or her proposal, in the format requested, the cost of performing the work. Municipalities are exempt from Michigan State Sales and Federal

Excise taxes. Do not include such taxes in the proposal figure. The City will furnish the successful company with tax exemption information when requested.

6. Each respondent shall include in their proposal the following information: Firm name, address, city, state, zip code, telephone number, and fax number. The company shall also provide the name, address, telephone number and e-mail address of an individual in their organization to whom notices and inquiries by the City should be directed as part of their proposal.

EVALUATION PROCEDURE AND CRITERIA

Proposals will be evaluated and ranked by City staff; including staff from the City Manager’s

Office, Finance Department, Planning Department, Engineering Department, Building

Department, Birmingham Shopping District and City Attorney for recommendation to the City

Commission (CC). The City of Birmingham reserves the right to reject any and all proposals, to make an award based directly on the proposals or to negotiate further with contractors. The contractor selected will be chosen on the basis of the greatest value to the City, including but not limited to:

1. Responsiveness to Objectives/Methodology – The Contractor shall provide a work program that expressly addresses the objectives identified in the Request for Proposals. The evaluation committee will determine how well the proposed work program benefits/assists in meeting the objectives of the City.

2. Price - Cost, value and benefit of services to be provided.

3. Experience and Qualifications – The Contractor must have personnel who have experience with the professional services described herein, as well as experience in working with municipal governments, public entities and the private sector. The technical training, experience, and education of ONLY the personnel who will be assigned to the Project.

4. Capacity – The contractor’s capability to accomplish projects with its present work force.

Contractors should clearly identify all disciplines available within the firm and those that will be subcontracted to others. List the subcontracted firms that will be involved in the project. Provide for each firm the scope of responsibility.

5. Comparable Projects – A list of comparable projects/services (minimum of 5; maximum of

10 public based clients) that have been successfully completed within the past 5 years and a contact person (name, address, title, responsibility, and phone number) for each project.

6. Interview – If selected to move forward, conduct an in-person presentation to the City

Commission on Monday, January 12, 2026 outlining the proposal and to answer questions.

TERMS AND CONDITIONS

1. The City reserves the right to reject any or all proposals received, waive informalities, or accept any proposal, in whole or in part, it deems best. The City reserves the right to award the contract to the next most qualified Contractor if the successful Contractor does not provide an executed contract with their response to this RFP.

2. The City reserves the right to request clarification of information submitted and to request additional information of one or more Contractors.

3. The City reserves the right to terminate the contract at its discretion should it be determined that the services provided do not meet the specifications contained herein.

The City may terminate this Agreement at any point in the process upon notice to

Contractor sufficient to indicate the City’s desire to do so. In the case of such a stoppage, the City agrees to pay Contractor for services rendered to the time of notice, subject to the contract maximum amount.

4. Any proposal may be withdrawn up until the date and time set above for the opening of the proposals. Any proposals not so withdrawn shall constitute an irrevocable offer, for a period of ninety (90) days, to provide the services set forth in the proposal.

5. The cost of preparing and submitting a proposal is the responsibility of the Contractor and shall not be chargeable in any manner to the City.

6. Acceptance by the City is defined as authorization by the designated City representative to this project that all the criteria requested under the Scope of Work contained herein have been provided. Invoices are to be rendered each month following the date of execution of an Agreement with the City. Payment will be made within thirty (30) days after invoice.

7. The Contractor will not exceed the timelines established and/or revised by the City for the completion of this project.

8. The successful bidder shall enter into and will execute the agreement as set forth and attached as Attachment A and submit same as part of their response to this RFP.

SCOPE OF WORK

The City of Birmingham, Michigan is accepting sealed bid proposals from qualified individuals, firms and/or contractors for a professional owner’s representative to serve as an extension of the

City to identify and evaluate private entity interests in using public land that leverages private-sector expertise, resources and capital while still pursuing public goals that are advantageous to the City and its residents.

The Contractor will support the City in developing and advancing potential public/private partnership opportunities. The Contractor‘s role is advisory and facilitative. Final decision making authority will remain with the City Commission. The Contractor will serve as the key liaison between the City of Birmingham and any private sector entity interested in a private/public partnership with the City. The Contractor will serve a three year term as the City’s designated

POR. The Contractor will be paid an hourly set fee for every proposed private/public partnership opportunity assigned to it by the City. The Contractor should be available to commence performance immediately after the award of the professional owner’s representative services contract. All final decisions and approvals shall rest with the City Commission.

A. Project Management and Reporting

The selected Contractor will provide factual ongoing communication between the City and any prospective private entity interested in a public/private partnership with the City. The Contractor shall be available for questions and follow up either by email, telephone or via in-person site meetings with City Staff as the circumstances require. The Contractor will be responsible for project management services, including, but not limited to the following:

1. The development of a Project Management Plan for approval by the City, including Project team responsibilities, communication and reporting methods and benchmarks, Project strategy and Project management information system protocols;

2. The preparation of a project analysis report on every private/public partnership referral containing the following information:

a. Brief summary of the status of the Project(s);

b. All contacts made with prospective private entity partners made during the time period covered by the report;

c. Any other reports concerning the Project as the City may reasonably request, or as deemed necessary by the Contractor;

d. Number of hours worked on project;

e. Recommendation of whether or not to proceed with a formal evaluation report for project consideration by the City Commission.

3. The preparation of a formal evaluation report, if asked for by the City Commission, based upon the initial analysis report approval:

a. Summary of project;

b. Advantages/disadvantages of project that should be considered by the City

Commission;

c. Number of hours worked on the project;

d. Recommendation to the City Commission on whether or not to move forward on the project under consideration.

4. The Contractor shall:

a. Act as a representative of the City of Birmingham in all proceedings and negotiate in the best interests of the City and its residents;

b. Assist City staff (City Manager or City Manager Designee) with the identification of and/or vetting of any potential private entity interested in a public/private partnership with the City; and

c. Assist the City Manager with the development of a work plan to address the criteria to be evaluated by the City to determine the viability of a proposed project for the

City.

d. Be bound by the City’s Code of Ethics when acting as the City’s Contractor, including the provision that the Contractor not receive any form of compensation from any potential private entity wishing to engage the City in a private/public partnership.

e. Only engage with private entities referred to the Contractor by the City.

B. Public/Private Project Evaluation

The Contractor will prepare an evaluation report for each prospective private entity assigned by the City wishing to engage in a private/public partnership. Evaluation criteria shall consist of the following and any other information deemed important by the Contractor for consideration by the

City:

1. Strategic Alignment with City Goals and Objectives

a. Public Interest – Does the project advance the City’s long term goals and objectives? (Economic development, sustainability, equity, resilience, health, welfare, safety)

b. Essential Service – Is the project appropriate for private involvement, given its importance to residents? (Water, housing, infrastructure, housing, health, welfare, safety)

2. Value

a. Cost Comparison - Will the public/private partnership deliver better financial outcomes than traditional public procurement? How are the financial outcomes going to be measured or quantified?

b. Efficiency Gains - Does the private sector involvement bring expertise, innovation or technology that the City lacks?

c. Revenue potential - Can the project generate sustainable revenue streams? (Leases, energy savings, tolls, fees)

3. Risk Allocation

a. Risk Sharing Balance - Are financial, operational and political risks allocated to the party best able to manage them?

b. Financial Exposure - Is the City protected from hidden liabilities, bailouts or overly optimistic revenue projections?

c. Flexibility - Can the City adapt if circumstances change? (Laws, demographics, economy, climate)

4. Governance and Accountability

a. Transparency - Is the contract open for the public to review and provide accountability? Will there be any provisions for transparency?

b. Performance Oversight - Are there strong monitoring mechanisms and performance metrics with penalties for noncompliance?

c. Public Input - Has the community had the opportunity to voice their opinion on any proposal or contract and will there be any mechanisms for ongoing stakeholder engagement (ie. Public hearings? Public meetings? Public noticing? )

5. Legal and Regulatory Compliance

a. Authority - Does the City have the legal framework and authority to engage in a particular public/private partnership?

b. Contract Enforceability - Is the contract legally sound and enforceable under local and state law?

c. Regulatory Safeguards - Does the partnership protect against monopoly behavior or unfair market advantages?

6. Financial and Economic Impact

a. Budget Sustainability - Can the City afford the public/private partnership? Does the partnership benefit the City financially? What is the clear financial impact of the partnership for the City?

b. Economic Development - How will the partnership affect the local economy?

Stimulate investment? Promote equitable growth?

c. Credit - How will the partnership affect the City’s debt profile and bond rating?

7. Social and Environmental Considerations

a. Equity and Accessibility - Will all residents benefit fairly or does the partnership create disparities?

b. Environmental Impact - Does the project support sustainability or environmental goals?

c. Community Acceptance - Is there political and social buy-in for private/public partnership project(s)?

B. Private Partner Selection

The Contractor will assist and advise the City in its selection of a private entity for a private/public partnership, including being present, at the City’s request, for any and all negotiations between the City and the prospective private entity partner, including but not limited to the following:

1. Respond to and coordinate meetings and negotiations with private entities referred to the Contractor by the City;

2. Opportunity Packaging - Coordinate and facilitate assisting the City to frame projects in ways that are attractive to private entities/operators;

3. Deal Facilitation - Work on behalf of the City to serve as an intermediary to support negotiations that align the interests of the City with the interests of private entity parties

a. Assist in developing terms, memorandums of understanding and/or letters of intent;

b. Provide negotiation support;

c. Work collaboratively with City Attorney and City Staff to ensure compliance with all laws and alignment of community interests;

4. Capacity Building and Transparency

a. Provide analysis/evaluation reports to the City on progress of any referred project in a timely fashion;

b. Maintain transparency in all communications with private parties;

c. Build internal City capacity by sharing knowledge, templates and/or best practices;

5. Assist the City in planning and coordinating the purchase of building materials and other necessary product purchases consistent with the City’s competitive purchasing policy;

6. Assist the City in coordinating and scheduling subcontractors, utilities and other parties as needed to ensure timely completion of Project.

CONTRACTOR’S RESPONSIBILITIES

Each bidder shall provide the following as part of their proposal:

1. Complete and sign all forms requested within this RFP.

a. Executed Agreement (Attachment A)

b. Bidder’s Agreement (Attachment B)

c. Cost Proposal (Attachment C)

d. Iran Sanctions Act Vendor Certification Form (Attachment D)

e. References (Attachment E)

2. Provide a description of completed projects (preferably projects working with municipalities similar to Birmingham) and other businesses that demonstrate the firm’s ability to complete public/private projects of similar scope and purpose, and in a timely manner, and within budget.

3. Provide a written plan detailing the tasks set forth in the Scope of Work.

4. Provide a description of the firm, including resumes and professional qualifications of the principals involved in administering the Project.

5. Provide a list of sub-contractors and their qualifications, if applicable.

6. Provide three (3) client references from past projects, include current phone numbers. At least two (2) of the client references should be for projects utilizing the same or similar services included in the Contractor’s proposal (please try to include past projects of the principals who will be involved in working on this proposed project).

7. Provide a project timeline addressing each section within the Scope of Work and a description of the overall project approach. Include a statement that the Contractor will be available according to the proposed timeline.

CITY’S RESPONSIBILITY

1. The City will provide a designated representative to work with the Contractor to coordinate both the City’s and Contractor’s efforts.

2. The City will be accessible to the Contractor during regular business hours as approved by the City’s designated representative.

SETTLEMENT OF DISPUTES

The successful bidder agrees to certain dispute resolution avenues/limitations. Please refer to paragraph 19 of the Agreement attached as Attachment A for the details and what is required of the successful bidder.

INSURANCE

The successful bidder is required to procure and maintain certain types of insurances. Please refer to paragraph 12 of the Agreement attached as Attachment A for the details and what is required of the successful bidder.

CONTINUATION OF COVERAGE

The Contractor also agrees to provide all insurance coverages as specified. Upon failure of the

Contractor to obtain or maintain such insurance coverage for the term of the agreement, the City may, at its option, purchase such coverage and subtract the cost of obtaining such coverage from the contract amount. In obtaining such coverage, City shall have no obligation to procure the most cost effective coverage but may contract with any insurer for such coverage.

EXECUTION OF CONTRACT

The bidder whose proposal is accepted shall be required to furnish all insurance coverages as specified within ten (10) days after receiving notice of such acceptance. Any contract awarded pursuant to any bid shall not be binding upon the City until a written contract has been executed by both parties.

INDEMNIFICATION

The successful bidder agrees to indemnify the City and various associated persons. Please refer to paragraph 11 of the Agreement attached as Attachment A for the details and what is required of the successful bidder.

CONFLICT OF INTEREST

The successful bidder is subject to certain conflict of interest requirements/restrictions. Please refer to paragraph 17 of the Agreement attached as Attachment A for the details and what is required of the successful bidder.

EXAMINATION OF PROPOSAL MATERIALS

The submission of a proposal shall be deemed a representation and warranty by the Contractor that it has investigated all aspects of the RFP, that it is aware of the applicable facts pertaining to the RFP process and its procedures and requirements, and that it has read and understands the RFP. Statistical information which may be contained in the RFP or any addendum thereto is for informational purposes only.

PROJECT TIMELINE

Proposals Due: Friday, November 21, 2025 at 10:00 am

Contractor Selection: Anticipated on Monday, January 12, 2026

ATTACHMENT A:

PARTNERSHIP OPPORTUNITIES

THIS AGREEMENT is entered into this ____ day of _________, 2024, by and between the CITY OF BIRMINGHAM, whose address is 151 Martin Street, Birmingham, MI 48009 (hereinafter referred to as the City) ________________________________, whose address is _________________________________________________, (hereafter referred to as Contactor) and the foregoing shall collectively be referred to as the parties and shall become executed on the date of the City Mayor’s signature;

WHEREAS, the City desires to hire and has sought proposals for a PROFESSIONAL

OWNER’S REPRESENTATIVE TO EXPLORE PUBLIC/PRIVATE PARTNERSHIP

OPPORTUNITIES; and

WHEREAS, Contractor has qualifications that meet the project requirements and has provided a desirous response and cost proposal to perform PROFESSIONAL OWNER’S

REPRESENTATIVE SERVICES TO EXPLORE PUBLIC/PRIVATE PARTNERSHIP

OPPORTUNITIES

NOW, THEREFORE, in consideration of the foregoing preambles, the adequacy of which is acknowledged by and between the parties to this Agreement, the parties agree as follows:

1. MUTUALLY AGREE: It is mutually agreed by and between the parties that the City’s Request for Proposal for a PROFESSIONAL OWNER’S REPRESENTATIVE TO EXPLORE PUBLIC/PRIVATE PARTNERSHIP OPPORTUNITIES posted October 8, 2025, shall be fully incorporated herein by reference and shall become a part of this Agreement, and shall be binding upon both parties hereto (attached hereto as Attachment “A”).

2. TERM: This Agreement shall have a term of three years from the date stated above. The City shall have the right to unilaterally terminate this Agreement on thirty (30) days written notice. In the event of termination, the Contractor shall receive compensation for services to the date the termination takes effect and the City shall be entitled to retain and use the results of all work completed by the Contractor through such date.

3. TERMS OF PAYMENT: The Contractor will invoice monthly for all labor supplied and work completed. In no event shall invoices be submitted more than 45 days after completion of services.

Submitted invoices shall include the following detailed information: the type of work performed, the time spent on the work, the individual who performed the work and the per hour billing rate charged. The City may, at its sole discretion demand review and the right to request at any time further detailed accounting information for any or all bills. The right to inspection of any bill and invoice shall never be at any cost or billings to the City, nor shall preparation of said invoices be billed to the City or against the general retainer. Payment terms will be net 30 days after invoice unless otherwise specified by the City.

4. GOOD MORAL CHARACTER: Contractor shall employ personnel of good moral character and fitness in performing all services under this Agreement.

5. USE OF GENERATIVE ARTIFICIAL INTELLIGENCE: The parties agree that Generative Artificial Intelligence (AI) technologies may be used as a tool in the execution of this project, provided that such use is:

a. Consistent with the objectives of this project;

b. Disclosed in writing to the other party prior to implementation;

c. Compliant with all applicable laws, regulations, industry standards and code of ethics, including but not limited to those related to data protection, privacy, intellectual property, and discrimination.

Consultant’s utilization of AI tools shall include a commitment to ensuring that all AI generated content is subject to audit and review by a member of the Consultant team. The Consultant will remain fully responsible for the accuracy, legality, and performance of any outputs derived from AI tools and shall not rely on AI to avoid liability or obligations under this Agreement.

6. INSURANCE SUBMISSION REQUIREMENTS: The Contractor has submitted proof to the City that it meets all City insurance requirements. Insurance, with coverage amounts at no less than the City's minimum requirements, must be held by the Contractor throughout the term of this Agreement. Certificates of insurance as stated below will be required no later than five

(5) business days from the date of Contractors acceptance of the terms of this Agreement.

7. CONFIDENTIAL AND OR PROPRIETARY INFORMATION: The Contractor acknowledges that in performing services pursuant to this Agreement, certain confidential and/or proprietary information (including, but not limited to, internal organization, methodology, personnel and financial information, etc.) may become involved. The Contractor recognizes that unauthorized exposure of such confidential or proprietary information could irreparably damage the City. Therefore, the Contractor agrees to use reasonable care to safeguard the confidential and proprietary information and to prevent the unauthorized use or disclosure thereof. The Contractor shall inform its employees of the confidential or proprietary nature of such information and shall limit access thereto to employees rendering services pursuant to this Agreement. The Contractor further agrees to use such confidential or proprietary information only for the purpose of performing services pursuant to this Agreement.

8. INDEPENDENT CONTRACTOR: The Contractor and the City agree that the Contractor is acting as an independent contractor with respect to the Contractors role in providing services to the City pursuant to this Agreement, and as such, shall be liable for its own actions and neither the Contractor nor its employees shall be construed as employees of the City. Nothing contained in this Agreement shall be construed to imply a joint venture or partnership and neither party, by virtue of this Agreement, shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party, except as specifically outlined herein.

Neither the City nor the Contractor shall be considered or construed to be the agent of the other, nor shall either have the right to bind the other in any manner whatsoever, except as specifically provided in this Agreement, and this Agreement shall not be construed as a contract of agency.

The Contractor shall not be considered entitled or eligible to participate in any benefits or privileges given or extended by the City, or be deemed an employee of the City for purposes of federal or state withholding taxes, FICA taxes, unemployment, workers' compensation or any other employer contributions on behalf of the City.

9. COMPLIANCE WITH LAWS: Contractor agrees to fully and faithfully carry out the duties of set forth herein using its best efforts in accomplishing all assignments from the City, and further, in addition to upholding all federal, and state laws and applicable codes of professional conduct to which Contractor is subject, Contractor hereby agrees to be bound by all Federal, State, or City of Birmingham ordinances, rules, regulations and policies as are amended from time to time, and including without limitation the Fair Labor Standards Act, the Equal Employment Opportunity rules and regulations, the Transportation Safety Act and the Occupational Safety and Health Acts.

10. NON-COMPLIANCE WITH INSURANCE REQUIREMENTS: Failure to deliver and maintain insurance in accordance with the terms of this Agreement will be cause for the City, by and through its City Manager, to terminate this Agreement, or at the City's option, the City may purchase on the open market such required insurance and shall be entitled to charge any additional cost to the Contractor, either by offset to any amounts due and owing Contractor for services provided to the City, or, by separate bill and demand for payment. Nothing in this paragraph shall be deemed to create or be interpreted as establishing a “for cause” termination; Contractor agrees and understands that its engagement is at will and may be terminated by the City Manager for any cause or no cause.

11. INDEMNIFICATION: To the fullest extent permitted by law, the Contractor shall indemnify and hold the City of Birmingham, its elected and appointed officials, employees and volunteers and others working on behalf of the City harmless from and against damages, losses and judgments, which may be asserted, claimed, or recovered against or from the City, its elected and appointed officials, employees, volunteers or others working on behalf of the City, including reasonable attorney fees and expenses recoverable under applicable law, but only to the extent of the degree of fault of the Michigan licensed architect for negligent acts or omissions of the Architect, its employees and its consultants in the performance of their professional services, in the performance of this Agreement.

12. STANDARD INSURANCE REQUIREMENTS: The Contractor shall maintain during the life of this Agreement the applicable types of insurance coverage and minimum limits as set forth below:

A. Workers' Compensation Insurance:

For Non-Sole Proprietorships: Contractor shall procure and maintain during the life of this Agreement, Workers' Compensation Insurance, including Employers Liability Coverage, in accordance with all applicable statutes of the State of Michigan.

For Sole Proprietorships: Contractor shall complete and furnish to the City prior to the commencement of work under this Agreement a signed and notarized Sole Proprietor Form, for sole proprietors with no employees or with employees, as the case may be.

B. Commercial General Liability Insurance: Contractor shall procure and maintain during the life of this Agreement, Commercial General Liability Insurance on an "Occurrence Basis" with limits of liability not less than $2,000,000 per occurrence combined single limit, Personal Injury, Bodily Injury and Property Damage. Coverage shall include the following extensions: (A) Contractual Liability; (B) Products and Completed Operations; (C) Independent Contractor Coverage; (D) Broad Form General Liability Extensions or equivalent; (E) Deletion of all Explosion, Collapse and Underground (XCU) Exclusions, if applicable.

C. Additional Insured: Commercial General Liability and Motor Vehicle Liability

Insurance, as described above, shall include an endorsement stating the following Additional Insureds: The City of Birmingham, including all elected and appointed officials, all employee and volunteers, all boards, commissions and/or authorities and board members, including employees and volunteers thereof. This coverage shall be primary to any other coverage that may be available to the additional insured, whether any other available coverage by primary, contributing or excess.

D. Professional Liability: If applicable, professional liability insurance with limits of not less than $2,000,000 per claim if Contractor will provide services that are customarily subject to this type of coverage.

E. Coverage Expiration: If any of the above coverages expire during the term of this Agreement, Contractor shall deliver renewal certificates and/or policies to the City at least (10) days prior to the expiration date.

F. Proof of Insurance Coverage: Contractor shall provide the City of

Birmingham at the time the Agreement is returned for execution, Certificates of Insurance and/or policies, acceptable to the City of Birmingham, as listed below.

1) Two (2) copies of Certificate of Insurance for Workers' Compensation

Insurance, or a signed and notarized copy of the Sole Proprietor Form;

2) Two (2) copies of Certificate of Insurance for Commercial General

Liability Insurance;

3) Two (2) copies of Certificate of Insurance for Vehicle Liability

Insurance;

4) Two (2) copies of Certificate of Insurance for Professional Liability

Insurance, if applicable;

5) If so requested, Certified Copies of all policies mentioned above will be furnished.

G. Maintaining Insurance: Upon failure of the Contactor to obtain or maintain such insurance coverage for the term of the Agreement, the City of Birmingham may, at its option, purchase such coverage and subtract the cost of obtaining such coverage from the Agreement amount. In obtaining such coverage, the City of Birmingham shall have no obligation to procure the most cost-effective coverage but may contract with any insurer for such coverage.

13. WRITTEN NOTICES: Written notices regarding this Agreement shall be addressed to the following:

City: City of Birmingham

Attn: City Manager Jana Ecker

Contractor:

14. AMENDMENTS: No amendment, modification or supplement to this Agreement shall be binding unless it is in writing and signed by authorized representatives of the parties.

15. WAIVER OF BREACH: No waiver by either party of any breach of any of the terms, covenants or conditions herein contained by the other party shall be construed as a waiver of any succeeding breach of this same or of any other term, covenant or condition.

16. COMPLETE AGREEMENT: The parties agree that the conditions set forth in this Agreement sets forth all terms and conditions of Contractor agreement with the City of Birmingham. This Agreement supersedes all prior agreements or understandings between the parties. There are no promises, conditions or understandings other than those stated herein, and, that any prior negotiations, terms or conditions discussed between the City and the Contractor shall not constitute a part of this Agreement. The term “agreement” as used in this clause shall include any future written amendments, modifications, or supplements made in accordance herewith.

17. DIRECT OR INDIRECT INTEREST: If, after the effective date of this

Agreement, any official of the City, or spouse, child, parent or in-law of such official or employee shall become directly or indirectly interested in this Agreement or the affairs of the Contractor, the City shall have the right to terminate this Agreement without further liability to the Contractor if the disqualification has not been removed within thirty (30) days after the City has given the Contractor notice of the disqualifying interest. Ownership of less than one percent (1%) of the stock or other equity interest in a corporation or partnership shall not be a disqualifying interest.

Employment shall be a disqualifying interest.

18. FAILURE TO PERFORM. If Contractor fails to perform its obligations hereunder, the City may take any and all remedial actions provided by the general specifications or otherwise permitted by law.

19. LEGAL PROCEEDINGS: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled either by commencement of a suit in Oakland County Circuit Court, the 48th District Court or by arbitration. If both parties elect to have the dispute resolved by arbitration, it shall be settled pursuant to Chapter 50 of the Revised Judicature Act for the State of Michigan and administered by the American Arbitration Association with one arbitrator being used, or three arbitrators in the event any party’s claim exceeds $1,000,000. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. Such arbitration shall qualify as statutory arbitration pursuant to MCL §600.5001 et seq., and the Oakland County Circuit Court or any court having jurisdiction shall render judgment upon the award of the arbitrator made pursuant to this Agreement. The laws of the State of Michigan shall govern this Agreement, and the arbitration shall take place in Oakland County, Michigan. In the event that the parties elect not to have the matter in dispute arbitrated, any dispute between the parties may be resolved by the filing of a suit in a federal or state court with jurisdiction over Oakland County, Michigan.

20. RESPONSE TO REQUESTS FOR PROPOSALS: The Contractor shall be held to and bound by all terms, conditions, warranties and representations which it made in its written response dated ______________, to the City’s Request for Proposals dated October 8, 2025 (attached hereto as Attachment “B”). In the event of a conflict in any of the terms of this Agreement and the Contractor ______________ response, the terms of this Agreement shall prevail.

21. FAIR PROCUREMENT OPPORTUNITY: Procurement for the City of Birmingham will be handled in a manner providing fair opportunity for all businesses. This will be accomplished without abrogation or sacrifice of quality and as determined to be in the best interest of the City of Birmingham.

IN WITNESS WHEREOF, the parties hereto agree to be bound by the above terms and conditions, and Contractor, by its authorized signature below, expressly accepts this Agreement upon the above provided terms and conditions contained in this Agreement as of the date first above written.

Contractor:

By:

Its:

STATE OF MICHIGAN )

) ss:

COUNTY OF OAKLAND )

On this ______day of ____________ , 20__, before me personally appeared

_______________, who acknowledged that with authority on behalf of _________________ to do so he/she signed this Agreement.

Notary Public ____County, Michigan Acting in __________ County, Michigan My commission expires: ________

CITY OF BIRMINGHAM

Therese Longe, Mayor

Alexandria D. Bingham, City Clerk

APPROVED:

Jana L. Ecker, City Manager (Approved as to substance)

Mary Chavez, Finance Director (Approved as to Financial Obligation)

Mary M. Kucharek, City Attorney (Approved as to form)

Mark Clemence, Assistant City Manager (Approved as to substance)

ATTACHMENT B:

BIDDER’S AGREEMENT

PROFESSIONAL OWNER’S REPRESENTATIVE TO EXPLORE

PUBLIC/PRIVATE PARTNERSHIP OPPORTUNITIES

In submitting this proposal, as herein described, the Contractor agrees that:

1. They have carefully examined the specifications, terms and Agreement of the Request for Proposal and all other provisions of this document and understand the meaning, intent, and requirement of it.

2. They will enter into a written contract and furnish the item or items in the time specified in conformance with the specifications and conditions contained therein for the price quoted by the proponent on this proposal.

PREPARED BY

(Print Name)

DATE

TITLE DATE

AUTHORIZED SIGNATURE E-MAIL ADDRESS

COMPANY

ADDRESS PHONE

NAME OF PARENT COMPANY PHONE

ADDRESS

ATTACHMENT C:

COST PROPOSAL

In order for the bid to be considered valid, Section 00 41 44 - Bid Form must be completed in its entirety.

COST PROPOSAL

ITEM BID AMOUNT

Hourly Fee - Referred Client Analysis $

Hourly Fee - Referred Client Evaluation Report $

Administrative Fees (Detail all fees in sum) $

TOTAL BID AMOUNT $

ADDITIONAL BID ITEMS

GRAND TOTAL AMOUNT $

Firm Name

Authorized signature__________________________________

Printed Name______________________________________

Date______________

ATTACHMENT D:

IRAN SANCTIONS ACT VENDOR CERTIFICATION FORM

Pursuant to Michigan Law and the Iran Economic Sanction Act, 2012 PA 517 (“Act”), prior to the City accepting any bid or proposal, or entering into any contract for goods or services with any prospective Vendor, the Vendor must certify that it is not an “Iran Linked Business”, as defined by the Act.

By completing this form, the Vendor certifies that it is not an “Iran Linked Business”, as defined by the Act and is in full compliance with all provisions of the Act and is legally eligible to submit a bid for consideration by the City.

PREPARED BY

(Print Name)

DATE

TITLE DATE

AUTHORIZED SIGNATURE E-MAIL ADDRESS

COMPANY

ADDRESS PHONE

NAME OF PARENT COMPANY PHONE

ADDRESS

TAXPAYER I.D.#

ATTACHMENT E:

REFERENCES

Please give the following information regarding your proposal:

1. List three (3) Municipal agencies (within the U.S.A.) that you have performed this service for a similar project in the last ten (10) years:

Name: __________________________ Contact Person: ___________________________

Phone #: ________________________ E-mail address: ___________________________

Approximate Combined Portfolio Value: ____________________________________________