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HomeMy WebLinkAbout17- RFP - Water and Wastewater Cost of Service and Rate Design Study RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 1 Request for Proposals PROFESSIONAL SERVICES TO CONDUCT Water and Wastewater Utility System Cost of Service & Rate Design Study Proposals must be received no later than: Tuesday, August 15, 2017 at 5:00 pm MST Email to: agenda@bozeman.net RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 2 NOTICE IS HEREBY given that the City of Bozeman is requesting proposals from qualified consultants to develop a Water and Wastewater Utility System Cost of Service & Rate Design Study. All proposals must be in the format specified, enclosed in a sealed envelope and clearly identified with RFP title, company name and due date. Deliver proposals electronically to agenda@bozeman.net by Tuesday, August 15, 2017 at 5:00p.m. MST. It is the sole responsibility of the proposing firm to ensure that proposals are received prior to the closing time as late submittals will not be accepted. DISCRIMINATION The City of Bozeman is an Equal Opportunity Employer. Discrimination in the performance of any agreement awarded under this RFP on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability is prohibited. This prohibition shall apply to the hiring and treatment of the awarded entity’s employees and to all subcontracts. As such, each entity submitting under this notice shall include a provision wherein the submitting entity, or entities, affirms in writing it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and which also recognizes the eventual contract will contain a provision prohibiting discrimination as described above and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts. Failure to comply with the above shall be cause for the City to deem the submittal non- responsive. For additional information on this RFP, contact Kristin Donald, Finance Director, 406-582-2318, kdonald@bozeman.net. DATED at Bozeman, Montana, this 23 day of July, 2017. For publication on: Sunday, July 23, 2017 Sunday, August 6, 2017 RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 3 Request for Proposals Water and Wastewater Utility System Cost of Service & Rate Design Study The City of Bozeman, Montana is soliciting proposals to develop a Comprehensive Water and Wastewater Utility System Cost of Service and Rate Design Study for its water and wastewater utility. It is expected that the selection will be made and work can commence by the beginning of October 2017. By 5pm August 15, 2017 please submit a copy of the proposal electronically to: City Clerk agenda@bozeman.net Deadline for submission is no later than 5:00 p.m., Tuesday, August 15, 2017. Please direct your questions regarding this RFP in writing to Kristin Donald, at kdonald@bozeman.net. Proposals will not be accepted after the date and time designated above. It is the sole responsibility of the proposer to see that his/her proposal is delivered and received by the deadline. Any proposal received after said designated date and time shall be returned to the proposer unopened. 1) BACKGROUND The City, a municipal corporation of the State of Montana, provides water and sewer services to the residents of Bozeman, Montana, including Montana State University. The City’s most recent independent review of its water system costs of service was completed in April 2007 via a Comprehensive Water Rate Study. As a result of that study, an inclined-block rate structure was adopted for residential customers. Since that time, the City has had significant expansion of the water distribution network, has built a robust water conservation program and staff, and has replaced its aging water treatment plant with a new state-of-the-art membrane filtration treatment plant. All of these changes lead to the need for an updated cost of service study and continued improvement and recommendations to the rate structure. 2) SCOPE OF WORK A detailed utility cost of service study followed with a rate design development process that will provide justifiable and equitable methodologies for appropriate user fees that are adequate to fully fund the expenses associated with the water and wastewater utility system, equipment repair and replacement, and capital. This will include recommendations regarding best-of-breed financial strategies to encourage water conservation and/or reduce future water supply demand. a) COST OF SERVICE STUDY The City desires to ensure that, to the extent practical, it recovers from each customer the cost of providing service to that customer. The cost of service includes recovery of all operating costs, amounts necessary to maintain reasonable operating reserves after funding operations, debt service, and capital projects. Furthermore, the City desires to ensure that RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 4 its customer classifications are appropriate and incorporate the costs of water conservation programs into the rate model. The cost of service study will define and separate fixed and variable costs. The study must identify costs to be allocated across all customer classes and those costs that are specific to a class. i) Planning Criteria (Anticipated Tasks): • Review proposed capital improvement plan(s) and total projected project costs; • Review financial history, including revenues and expenses, and current rate and fee structure; • Develop requisite Revenue Requirement analysis of test period system revenue and expenses as the foundation of the cost of service class analysis; • Identify annual and peak requirements and usage by customer class; • Examine customer database and review current customer classifications; • Identify water conservation related costs and determine appropriate classification of costs; and • Identify largest users and determine if users are being charged under the appropriate rate schedule. ii) Reporting: The selected consultant must present the findings and conclusions of each task and resulting recommendations in the cost of service study final report in a clear and concise manner. A written report is required and periodic presentation to management. A summary presentation to the Bozeman City Commission is also required during a regularly scheduled public meeting. b) RATE DESIGN DEVELOPMENT The City seeks to ensure its water and sewer utility rates cover the true cost of providing water services to its customers. This includes but is not limited to: water supply purchase, O & M and equipment repair and replacement costs; maintaining appropriate working capital and cash balances as well as meeting debt service requirements, and capital improvements needs. In doing so, the proposed rate/fee structure must ensure an equitable treatment of all charges on future and current users. i) Specific Issues for Consideration: The selected consultant must develop a utility rate mode by addressing, at a minimum, the following requirements: • Review of existing rate structure; • Consistency between rate schedules and fee schedules; • Consumption/revenue elasticity based on any proposed rate increases/decreases; • Adequate and equitable usage, demand, and basic charges; • Conservation program costs and avoided costs; • Aid to construction costs from development impact fees; • Aid to future supply costs from payment of cash-in-lieu of water rights; and • Low income rates and charges. ii) Rate Design Investigation: Utility rate modeling, and associated long-range forecasting of revenue and expenses, necessitates careful scrutiny of available data upon which a study is predicated so that the model can be implemented with RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 5 confidence and with reasonable certainty of fairness and equity. Evaluation of accepted policies, practices and procedures to ensure model reliability, predictability and rate stability over the long term is essential for model usefulness. Accordingly, the selected consultant must meet with City staff to review and discuss available documentation including, but not limited to, utility billing records, historical budget documents and audit reports, resolutions, policies, operation and maintenance practices. iii) Evaluation: Specifically, the selected consultant shall review, analyze, validate the reasonableness, and recommend changes where appropriate for the following: • Methodologies of fee structure, rates and charges; • Repair/Replacement Funding Methodology, considering long-term capital improvement needs, debt service opportunities and associated funding sources/levels; and • Water Conservation and Water Supply expansion funding, considering best practices adopted by utilities in the region. iv) Rate Design Study to Include: (1) Analyze and discuss impact of existing and future capital improvements and water supply acquisition. (2) Assess revenue needs for the five-year planning period beginning 7/1/2018 (FY2019 – 2023), to include adequate coverage for operations and maintenance, capital projects and program activities and debt service. (3) Analyze existing rate and fee structure and recommend alternatives based on findings. (4) The selected consultant must advise the City on industry-accepted methodologies for allocating costs to the various customer classes. The selected consultant must also provide a breakdown of these expenses and show how they relate to providing water services. (5) Examine current user classes and current rate approaches. (6) Evaluate existing rate structure with regard to changing patterns of consumption, growth in customer base, annual revenues from rates, price elasticity of consumption, demands on rate revenue (from Cost of Service Study) and the effects of conservation on annual revenues any future water resources needs. (7) Examine adequacy of reserves for operating revenues and capital projects to determine sufficient levels to offset low consumption/revenue years while also reducing spikes in annual rate increases. (8) Examine the City’s use of debt financing for capital improvements and make recommendations related to its uses and limitations relative to maintaining a proper balance for debt coverage and rate stabilization over this five-year period. (9) The selected consultant must recommend a structure for the proposed rate schedules on the basic premise that each customer should be classified and served under a schedule that will cover all costs of that customer’s service plus return a reasonable margin for proper operating reserves, capital improvements, adequate supplies, and contributions to general administrative costs. (10) For proposed rate schedules, The selected consultant must provide a sampling of a minimum of three (3) customers per classification showing the difference of RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 6 charges between existing and proposed rates. The selected consultant must also show a sampling of data for one calendar year by month for each customer. (11) The selected consultant must provide a comparison of current and alternative water and sewer rates from surrounding utilities. v) Reporting: The selected consultant must present the findings and conclusions of the tasks in the rate study final report in a clear and concise manner. The report must include detailed recommendations for changes, if any, to current practices and/or procedures. The selected consultant must also provide a schedule for timely and coordinated execution of all essential aspects of the report. A written report supporting the recommendations is required and presentation to management. A summary presentation to the Bozeman City Commission is also required during a regularly scheduled public meeting. Material to support City rate hearings must be included. 3) COMPLETION EXPECTATIONS The City desires the Cost of Service Study to be completed no later than December 1, 2017, and the Rate Design Development to be completed no later than April 1, 2018. The over-arching goal is to have the project fully completed and adopted in order to update the City’s Water and Wastewater Rate schedules in June/July 2018. Assist with Plan Implementation: If requested, the selected consultant must be prepared to assist the City in implementing any new or revised rate schedules, to include attendance at several anticipated rate hearings. 4) PROPOSAL FORMAT AND CONTENT Please review this RFP carefully to ensure your understanding of all City requirements prior to developing your proposal. Proposals must clearly reflect an understanding of, and agreement with, the stated requirements. Submission of a proposal indicates acceptance of the conditions contained in the RFP unless clearly indicated otherwise. Prepare and submit the following in a brief, narrative format or other stated format (in the order noted): 1. Basic Information Provide the following information: • Contact person name, firm name, address, telephone number, fax number, and email address; • Sub-consultant(s)’ name(s), if any; and • State the office location(s) where the services and work will be performed, and identify the office location(s) and percentage of activities of other offices/sub-consultant offices involved in performing the services and work. 2. Firm Experience Provide the following information, with a particular emphasis on experience that relates to capital plans, cost of services studies, rate studies, on-call professional services, and related functions: • Provide a narrative description of the company and why it is best-qualified to provide the desired services; RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 7 • Describe the general experience and specialties of the company; • Identify specific experience with capital plan preparation, rate studies, and on-call professional services; • Identify other public utility, municipal and co-op clients, including Montana- based municipal clients; and • Identify experience with water conservation programs and rate designs. 3. Proposed Team Provide the following information: • Identify names and positions of key personnel anticipated to work on each Schedule of Work. Identify tasks assigned to each individual and percentage of time individual is intended to serve on the project. This requirement also applies to sub-consultants. • Provide a resume, including education and experience, for key team members. Include summary of work on similar projects, approximate dates, and individual’s responsibility in the assignment. This requirement also applies to sub-consultants. 4. References • List 3-5 project references, including contact names and telephone numbers for projects of comparable size and scope performed by the key personnel listed above. To the extent any references for individual employees of either the proposer or the proposer’s sub-consultant(s) are different from those noted in the previous section, they should also be provided. • Provide a current client list including jurisdiction name, contact name, and telephone number, and length of engagement. • Provide an example of a recently completed rate study. 5. Work Summary Provide a narrative description summarizing the expected tasks and activities, with a description of the analysis, reports and participation, which the proposer expects to provide pertaining to that activity. This would include a summary of the steps to be completed to accomplish the scope of work, approaches to the project, and your firm’s understanding of the project requirements. 6. Work Plan and Project Schedule Submit a work plan upon which the estimate for the total contract price should be based. This should demonstrate an understanding of the issues and subjects which will be addressed and provide City staff and the selected consultant a written document to refer to throughout the project. The project schedule must include the estimated time required to complete each step in the scope of work, including estimated start and completion dates. The number of hours allocated to each individual by each task should be indicated with a project schedule type display showing each activity in the proposed work plan. The plan must include an appropriate number of kick-off and regular meetings, information gathering and disseminating sessions, and updates with key City personnel to understand and discuss the City’s issues and concerns, become acquainted with key staff, and identify persons who will provide data. RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 8 Ensure a sufficient number of meetings with City staff to provide staff with preliminary findings and strategies based upon the available data. This shall include conducting “reality checks” with staff and feedback regarding the projects, phasing, intentions, rate suggestions, revenue sources, and the like that would be acceptable to City staff and elected officials. Consultant shall meet with City staff to identify potential changes to projects and/or phasing of projects, to present findings, to demonstrate the effect(s) of various scenarios on the comprehensive plan and rate structures, and to obtain a consensus on the scenario(s) to present to the Bozeman City Commission. 7. City-Furnished Documentation The City will assist with data collection for each Schedule whenever possible. Appropriate City staff will be made available for interviews and to gather data the selected consultant determines is essential to complete the cost of service analysis, rate study models, and final reports. Proposals must be clear in addressing what the City will be expected to assist with. Therefore, provide a description of required documentation and estimated time and effort required by City staff to assist in the preparation of the work plan and study. 5) ANTICIPATED PROFESSIONAL SERVICES AGREEMENT Attached is the anticipated Professional Services Agreement that the City will seek to enter into upon successful selection and negotiation with a vendor. If there are any objections to the terms contained in the agreement, those objections must be noted and submitted with your Proposal packet. All vendors responding with a proposal should be prepared to execute the anticipated Professional Services Agreement. 6) RESERVATION OF RIGHTS; LIABILITY WAIVER All proposals submitted in response to this RFP become the property of the City and public records and, as such, may be subject to public review. The City reserves the right to accept or reject any and all proposals; to add or delete items and/or quantities; to amend the RFP; to waive any minor irregularities, informalities, or failure to conform to the RFP; to extend the deadline for submitting proposals; to postpone award for up to 30 days; to award one or more contracts, by item or task, or groups of items or tasks, if so provided in the RFP and if multiple awards or phases are determined by the City to be in the public interest; and to reject, without liability therefore, any and all proposals upon finding that doing so is in the public interest. The City of Bozeman reserves the right to reject the proposal of any person/firm who previously failed to perform properly to the satisfaction of the City of Bozeman, or complete on time agreements of similar nature, or to reject the proposal of any person/firm who is not in a position to perform such an agreement satisfactorily as determined by the City of Bozeman. The City of Bozeman reserves the right to determine the best qualified consultant and negotiate a final scope of service and cost, negotiate a contract with another consultant if an agreement cannot be reached with the first selected consultant, or reject all proposals. The professional services contract between the City of Bozeman and the successful consultant will RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 9 incorporate the consultant’s scope of service and work schedule as part of the agreement (see Attachment 3 for form of professional services agreement). This RFP does not commit the City to award a contract. The City assumes no liability or responsibility for costs incurred by firms in responding to this request for proposals or request for interviews, additional data, or other information with respect to the selection process, prior to the issuance of an agreement, contract or purchase order. The proposer, by submitting a response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited to: selection procedures, submittal date, and submittal requirements. If the City cancels or revises this RFP, all proposers who submitted proposals will be notified using email. This project is subject to the availability of funds. 7) CONFIDENTIALITY AND DISCLOSURE OF INFORMATION Upon completion of negotiations or a determination that no proposals will be pursued, one copy of each submitted proposal shall be retained for the official files of the City and will be considered a public record. 8) NO PARTNERSHIP/BUSINESS ORGANIZATION Nothing in this RFP or in any subsequent agreement, or any other contract entered into as a result of this RFP, shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the City and respondent proposer. 9) EMPLOYMENT RESTRICTION AND INDEMNITY No person who is an owner, officer, employee, contractor, or consultant of a proposer shall be an officer or employee of the City. No rights of the City’s retirement or personnel rules accrue to a proposer, its officers, employees, contractors, or consultants. Proposers shall have the responsibility of all salaries, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and consultants. Each proposer shall save and hold the City harmless with respect to any and all claims for payment, compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums in any way related to each proposer’s officers, employees, contractors and consultants. 10) ACCESSIBILITY Upon reasonable notice, the City will provide assistance for those persons with sensory impairments. For further information please contact the ADA Coordinator Mike Gray at 406- 582-3232 or the City’s TTY line at 406-582-2301. 11) GOVERNING LAW This RFP and any disputes arising hereunder or under any future agreement for the sale and purchase of shares, interests, or rights shall be governed hereafter and construed and enforced in accordance with the laws of the State of Montana, without reference to principles of choice or conflicts of laws. RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 10 12) MISCELLANEOUS No conversations or agreements with any officer, employee, or agent of the City shall affect or modify any term of this RFP. Oral communications or any written/email communication between any person and the designated contact City staff shall not be considered binding. RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 11 Statement of Non-discrimination – Attachment 1 ____________________________________(name of entity submitting) hereby affirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. ______________________________________ Name and title of person authorized to sign on behalf of submitter RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 12 FORM OF PROFESSIONAL SERVICES AGREEMENT – Attachment 2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of ____________, 201__, 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.” 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 Attachment “A” and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the date of its execution [and will terminate on the _____ day of ______________, 201_]. 3. Scope of Work: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said services RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 13 in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers’ compensation coverage by an insurer licensed and authorized to provide workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’ compensation granted by law for independent contractors. Contractor shall 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 and 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 RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 14 misconduct of the Contractor; (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents; or (iii) the negligent, reckless, or intentional misconduct of any other third party. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or willful misconduct of the Contractor or Contractor’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should any indemnitee described herein be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 15 specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection (a) of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers’ Compensation – statutory; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate; and • Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a sixty (60) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City within two (2) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 8. Termination for Contractor’s Fault: 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. RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 16 b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. c. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City’s Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor’s Damages; Time for Asserting Claim: RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 17 a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be _________________ 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 James Goehrung as the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as listed above and may receive approvals or authorization from such persons. b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be _____________________ or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 18 13 Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Contractor shall require these nondiscrimination terms of its sub-Contractors providing services under this agreement. 15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing his employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 19 hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. 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. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. RFP: WATER AND WASTEWATER UTILTIY RATE STUDY 20 22. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 30. Extensions: this Agreement may, upon mutual agreement, be extended for a period of one year by written agreement of the Parties. In no case, however, may this Agreement run longer than __________________________. [END OF AGREEMENT EXCEPT SIGNATURE PAGE]