HomeMy WebLinkAbout17- Direct Solicitation - Planning Coordinating Committee Facilitation ServicesCITY OF BOZEMAN
Direct Solicitation for
PROFESSIONAL SERVICES TO CONDUCT
FACILITATION SERVICES FOR THE PLANNING COORDINATING COMMITTEE
Responses must be received no later than:
Friday, December 15, 2017 at 5:00 pm MST
Deliver hard copy of submittal to:
Chris Saunders, Community Development Manager
PO Box 1230
20 E. Olive Street
Bozeman, MT 59771
NOTICE IS HEREBY given that the City of Bozeman (City) is seeking submittals from firms
qualified to provide professional services for meeting facilitation services. The purpose of the
work is to support Gallatin County, City of Belgrade, and City of Bozeman in identifying shared
goals and opportunities in future land use needs over the next 25 years. The three entities have
created the Planning Coordinating Committee (PCC) as a single point of contact to enable
discussion of issues affecting all entities. The PCC has representatives from elected officials,
planning boards, and staff.
All responses must be in the format specified, enclosed in a sealed envelope and clearly identified
with project title, company name and due date and transmitted via hard copy.
Deliver submittals not later than Friday, December 15, 2017 at 5:00 p.m. MST. It is the sole
responsibility of the proposing firm to ensure that submittals are received prior to the closing time
as late submittals will not be accepted and will be returned unopened.
The physical address is:
Department of Community Development, 20 E. Olive Street, Bozeman, Montana.
The mailing address is:
Department of Community Development, P.O. Box 1230, Bozeman, Montana, 59771
(USPS only)
NON-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 may be cause for the submittal to be deemed non- responsive.
For additional information on this solicitation, contact Chris Saunders, Community Development
Manager, 406-582-2267, csaunders@bozeman.net.
1. BACKGROUND
The Gallatin Valley is one of the fastest growing areas of Montana. It is the home of Montana
State University and a major gateway to Yellowstone National Park. The Gallatin Valley has
four incorporated communities and several unincorporated named places. The City of Bozeman
is a growing community of 45,000. It is the county seat and central place for one of the fastest
growing micropolitan areas in the US. It is the fourth largest city in the state. The City of
Belgrade is a growing community of 8,500 with substantial unincorporated suburbs. The valley
is served by Yellowstone International Airport which has the highest annual boardings in the
state.
The Gallatin County, City of Bozeman and City of Belgrade are all undertaking or soon to begin
updates to their growth policies (comprehensive plans). This provides an opportunity for
collaboration of which all wish to take advantage.
2. PROJECT LOCATION
The project area is the area generally bounded by the City of Bozeman, City of Belgrade, and
Four Corners area. Meetings will generally occur at the County Courthouse in Bozeman but may
occur elsewhere.
3. SCOPE OF SERVICES
Conduct meeting facilitation, provide support, and conduct research for the PCC during
discussion and identification of shared interests and opportunities for collaboration. Prepare
summaries of discussions, record decisions, and coordinate future meetings. A minimum of five
meetings are expected with the possibility for additional meetings to be conducted prior to June
30, 2018. Additional meetings or services for follow up resulting from the meetings will be
determined on availability of funding with costs set on hourly and materials cost from contractor.
Substantial effort has already been made in identifying community priorities and relevant
information. Available local resource documents include the growth policies for each
cooperating jurisdiction. A copy of each will be provided electronically. Once common goals are
identified amongst the participating communities, the communities may opt to pursue a
coordinated planning effort for the Triangle area.
4. DELIVERABLES
A report of each meeting will be provided. One electronic copy of each report in Microsoft Word
will be provided to City of Bozeman. All documents shall be provided at least 7 working days
prior to any public hearing or meetings with the PCC. All work submitted shall become property
of the City of Bozeman.
Deliverables must comply with the Americans with Disabilities Act. To comply with the ADA,
documents posted online, including, but not limited to, Adobe PDF files, Microsoft Word
documents, Microsoft PowerPoint presentations, and online flipbooks, must be screen-reader
friendly. Accessible documents are often part of web-based information or used for support
documents. Therefore, under Section 508 standards and WCAG accessibility guidelines, it is
critical to ensure all support documents made available to end users can be accessed by people
with disabilities. Therefore, any digital material created will maintain the requirements outline in
WCAG 2.0 AA Convention guidelines, Section 508 "Electronic & Accessibility Standards" of
the U.S. Rehabilitation Act, the Usability.gov accessibility Guidelines, and ADA Title II State &
Local Government nondiscrimination requirements.
5. PROGRESS REPORTS
Independent progress reports separate from meeting summaries are not expected with this work.
6. MANDATORY CONTENT AND SEQUENCE OF SUBMITTAL
I. Submission Requirements and Instructions
All requirements in this section are mandatory. The City reserves the right to waive any
non-material variation.
a. Submit one (1) original hard copy proposal package and one (1) electronic copy of
the proposal package under sealed envelope, by mail or hand-delivery to the address
shown on the front.
b. Each submission must be marked on the outside with the Company’s name and the
name of the project.
c. Any proposal received after 5:00 p.m. on December 15, 2017 will be returned
unopened.
d. Submittals and required attachments shall be submitted as specified and must be
signed by officials authorized to bind the bidder to provide the services.
II. Submittal Outline and Content
Assemble and submit in the order below and address the required content/questions. The
order in which items are presented is important, as proposal evaluators will follow this
order:
a. Cover Sheet (not to exceed one page)
i. This sheet will serve as the cover of your proposal.
b. Table of Contents (not to exceed one page)
c. Description of Capability (not to exceed 3 pages)
i. Brief history of relevant prior experience with customers of similar
attributes to the PCC.
ii. Describe your capacity to manage projects of the size and scope proposed.
iii. A list of the project team and their professional profile, credentials, and
relevant experience.
iv. Specific assignment of project team members if more than one person.
f. References (not to exceed 2 pages)
Provide a minimum 3 and maximum of 5 specifically in local, municipal, county, or state
agencies
i. Name of agency
ii. Contact name to include: title, phone number and email
iii. Population of jurisdiction
iv. Number of employees
v. Project start and completion date
vi. Brief summary of project
g. Outline of Services (refer to Scope of Services in Section 3) describing how the
proposer intends to deliver the required service.
h. Cost and Expenses (one page)
A cost proposal for a specific “not to exceed” fixed fee, including associated fees (i.e.
printing costs, attendance at meetings, travel) for the first five meetings and an hourly or
per meeting cost for additional meetings and services shall be included with the initial
submittal in a separate sealed envelope. A requested payment schedule should
accompany the work schedule. Selection is based upon qualifications. Upon selection, a
cost for the work will be negotiated. If a satisfactory price cannot be reached the City
reserves the right to terminate negotiations and work with the next most qualified firm.
The maximum cost of the work is to be not more than $20,000, depending on need an
amendment to the contract may be allowed to increase the total cost.
i. Affirmation of nondiscrimination (see Attachment 1)
The City reserves the right to require the submittal of additional information that supplements or
explains proposal materials.
8. PROJECT SCHEDULE
The schedule for completion of the work will be finalized during negotiation of the professional
services agreement.
9. CONTACTS
Any administrative questions regarding proposal procedures, scope of services and project
management may be directed to: Chris Saunders, Community Development Manager, (406) 582-
2267, csaunders@bozeman.net.
10. SELECTION PROCESS AND RANKING CRITERIA
All responses to the solicitation that meet the submittal requirements and deadline will be
reviewed. Submittals that do not meet the requirement or deadline will not be considered. If
deemed necessary the City will arrange interviews with the finalist prior to completion of
selection.
11. SELECTION CRITERIA
Submittals will be evaluated based on the following criteria:
PERSONNEL QUALIFICATIONS (30 points maximum)
RELATED EXPERIENCE ON SIMILAR PROJECTS (30 points maximum)
SCHEDULE AND RESOURCES (10 points maximum)
LOCAL KNOWLEDGE AND ABILITY TO RESPOND (10 points maximum)
PRESENT AND PROJECTED WORKLOADS (10 points maximum)
WORK QUALITY (10 points maximum)
CRITERIA TOTAL SCORE (100 points maximum)
12. RESERVATION OF RIGHTS; LIABILITY WAIVER
All submittals 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 submittals; 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 submittals; 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 submittals 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 Contractor and negotiate
a final scope of service and cost, negotiate a contract with another Contractor if an agreement
cannot be reached with the first selected Contractor, or reject all submittals. The professional
services contract between the City of Bozeman and the successful Contractor will incorporate the
Contractor's scope of service and work schedule as part of the agreement (see 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 submittals or request
for interviews, additional data, or other information with respect to the selection process, prior to
the issuance of an agreement, contract or purchase order. The Contractor, by submitting a
response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding
any aspect of this RFP.
The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited
to: selection procedures, submittal date, and submittal requirements. If the City cancels or
revises this RFP, all Contractors who submitted submittals will be notified using email.
This project is subject to the availability of funds.
13. CONFIDENTIALITY AND DISCLOSURE OF INFORMATION
Upon completion of negotiations or a determination that no submittals 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.
14. 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.
15. EMPLOYMENT RESTRICTION AND INDEMNITY
No person who is an owner, officer, employee, contractor, or consultant of a respondent shall be
an officer or employee of the City. No rights of the City’s retirement or personnel rules accrue
to a respondent, its officers, employees, contractors, or consultants. Respondents shall have the
responsibility of all salaries, wages, bonuses, retirement, withholdings, worker’s compensation
and occupational disease compensation, insurance, unemployment compensation other benefits
and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and
consultants. Each respondent shall save and hold the City harmless with respect to any and all
claims for payment, compensation, salary, wages, bonuses, retirement, withholdings, worker’s
compensation and occupational disease compensation, insurance, unemployment compensation
other benefits and taxes and premiums in any way related to each respondent’s officers,
employees, contractors and consultants.
16. 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.
17. GOVERNING LAW
This solicitation 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.
18. 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.
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
SAMPLE 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 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 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 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:
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.
In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment
only for those services Contractor actually rendered.
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.
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:
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 _____________ 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.
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
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.
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 __________________________.
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