HomeMy WebLinkAbout18- RFP - Professional Services to Provide Banking Services
RFP: BANKING SERVICES 1
Request for Proposals (RFP)
PROFESSIONAL SERVICES TO PROVIDE
Banking Services
Proposals must be received no later than:
Friday, March 2, 2018 at 5:00 pm MST
Email proposal to:
agenda@bozeman.net
RFP: BANKING SERVICES 2
NOTICE IS HEREBY given that the City of Bozeman is requesting proposals for banking services. All proposals must be in the format specified, enclosed in a sealed envelope and clearly identified with RFP title, company name and due date.
Proposals must be delivered electronically to the City Clerk at agenda@bozeman.net
by Friday, March 2, 2018 at 5:00 p.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.
The full RFP is available on the City’s website at www.bozeman.net.
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 Laurae Clark, Treasurer, 406-582-
2326, lclark@bozeman.net.
DATED at Bozeman, Montana, this 31st day of January, 2018. Robin Crough
City Clerk
City of Bozeman For publication on:
Sunday February 4, 2018
Sunday, February 18, 2018
RFP: BANKING SERVICES 3
Request for Proposals
Banking Services
The City of Bozeman, Montana is soliciting proposals for banking services. It is expected that the selection will be made and work can commence by the beginning of April 2018. 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., Friday day, March 2, 2018. Please direct your questions regarding this RFP in writing to Laurae Clark, at lclark@bozeman.net. A written response to submitted questions will be posted to the City website approximately one week prior
to closing date. Proposals will not be accepted after the date and time designated above. It is the sole responsibility of the proposer to see that their proposal is delivered and received by the deadline. Any proposal received after the designated date and time will not be accepted. 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. For operational banking, the City has the following accounts:
• Operating
• Payroll
• Court Restitution
• Municipal Court (non-interest)
• Investment/Money Market The City’s operating account experiences the following:
• Number of deposits ranging from 4,500 - 12,000 varying based on seasons
• Number of checks (Positive pay file) average 850 a month
• Wires are done twice a year for debt service and an average of 5-10 wires throughout the rest of the year
• Number of ACH payments a month range 3,200 - 3,400 a month
• Average balance ranges from $2.5 million to $3 million 2) SCOPE OF WORK The scope of banking services (“Services”) will be negotiated upon selection based on the services proposed, but are expected to include:
• Bank accounts and related services;
• Depository services;
• Cash management services;
RFP: BANKING SERVICES 4
• Wire transfers;
• ACH services (including block/filter);
• Electronic data interchange services (EDI);
• Reconciliation and reporting;
• Returned check processing;
• Online account balance reporting/electronic Treasury workstation;
• Credit card merchant processing services;
• Direct deposit payroll service;
• Overdraft/daylight overdrafts;
• Pledge Securities (100% of all accounts);
• Corporate purchasing cards; and
• Any other services, or proposed alternatives, generally described in Attachment 1. The City’s current banking services are described generally in Attachment 1. The City expects that proposals should meet or exceed the City’s current banking services. 3) PROPOSAL FORMAT AND CONTENT Interested Respondents shall submit Proposals that clearly demonstrate their ability to provide the Services. The Proposal should be a complete and detailed approach to
providing all Required Banking Services and any Value Added Services that the Respondent proposes. Only one Proposal should be submitted. The Proposal must be submitted electronically. The Proposals shall include the following information in the order
listed below to facilitate fair and equal evaluation of Proposals. 1. COVER LETTER - Briefly introduce the Respondent, explain the Respondent’s interest in providing the Services, and articulate why the Respondent is qualified to provide the Services. Include the name, address, email address and phone number of the person who will serve as the Respondent’s principle contact with City staff. Identify individual(s) who will be working on the project. 2. BANK PROFILE - Introduce the Bank to the City and indicate how the City would rank compared to other customers of the Bank in relationship to size, complexity, and type of services. Provide an organizational chart depicting the various bank departments, including contacts that would be involved in the City’s banking
relationship. Provide the location(s) (City and State) where bank processing takes place for each of the services addressed in Required Banking Services. 3. FINANCIAL STRENGTH - Provide a copy or a working hyperlink of the Bank’s latest
annual report. The Proposal should include key measures of the Bank’s health and current financial management including: a. Capital ratios b. Market capitalization and total assets c. Regional and holding company economic strength d. Nonperforming assets (loans and other, separately) e. Any exceptions made in conjunction with regulators f. Other income streams such as gains from the sale of securities or fixed assets g. Indicate the Bank’s ratings from the following agencies and show ratings for senior debt, subordinated debt and long-term deposits: i. Standard & Poor’s ii. Moody
RFP: BANKING SERVICES 5
iii. Fitch h. Describe any pending mergers or acquisitions and how these changes might affect the City’s services.
4. SECURITY AND CONTROLS - Briefly discuss the Bank’s security and controls and to the extent appropriate, discuss security for the services outlined in the Bank’s proposal, including what controls the Bank has in place to protect data integrity;
ensure that files or transactions are not duplicated or lost; prevent unauthorized transactions; reduce bank employee errors and detect or prevent fraud. Also, discuss the Bank’s experience with the frequency of fraud in each service area.
5. DISASTER RECOVERY AND EMERGENCY PREPAREDNESS - Briefly describe the Bank’s disaster recovery plan. Disclose how many times in the last twelve months that the Bank has experienced an unscheduled downtime that lasted more than 30 minutes and the length of the longest downtime. Describe the most common causes of unscheduled downtimes. Describe the Bank’s contingency plans for critical processes such as payroll ACH, wire transfers, purchasing card transactions and administration, and online transactions. Also, describe the Bank’s ability to assist the City in the event of a disaster within the City resulting in temporary unavailability of City offices and equipment. Briefly describe the Bank’s continuity plan should service officers change, including how the Bank could guarantee a promised level of service, etc. following such change. Discuss how the Bank will communicate with the City
and conduct reviews of the banking relationship, including taking corrective action where necessary. 6. DISPUTE RESOLUTION - Briefly describe the Bank’s dispute resolution policy when
addressing concerns or questions raised by the City. Describe the Bank’s policy for issues not resolved to the City’s satisfaction. Specifically identify if the City will be required to submit disputes to binding arbitration. Detail the City’s rights as a
customer and the recommended steps when issues need to be escalated to a higher management level to be resolved. Please provide a list of contact names and numbers of your banking staff that can best address questions or concerns raised by the City. Please include brief descriptions next to the contact names of the issues that are handled by the individual. 7. SUBCONTRACTED SERVICES - For each service described in the Bank’s proposal, indicate if a subcontractor is used. Include the subcontractor’s name and location (City and State). Specify who the City’s contact will be for all issues, from small and incidental to those that are significant, critical or escalated. If City is to contact subcontractor directly, please provide a list of contact names and numbers for each subcontractor. Please include brief descriptions next to the contact names of the
issues that are handled by the individual. Describe the Bank’s process for resolving issues and policies for communication between the City, the Bank and its subcontractors. Describe the Bank’s policy for issues with subcontractors not
resolved to the City’s satisfaction. 8. CUSTOMER REFERENCES - Provide references from at least five (5) organizational customers to which the Bank is currently providing the services included in this RFP. Cities or other governmental references are preferred. References should include the entity, a contact name, email address, and phone number. 9. RESPONSE TO REQUIRED BANKING SERVICES AND VALUE ADDED SERVICES - The City requests detailed responses to Attachment 1 regarding services.
RFP: BANKING SERVICES 6
4) MINIMUM QUALIFICATIONS Banks must demonstrate all of the following minimum requirements: 1. Be an Equal Opportunity Employer.
2. Be Federal Deposit Insurance Corporation (FDIC) insured, be a Federal or State of Colorado chartered bank and be a member of the Federal Reserve System. 3. Maintain a “Satisfactory” or higher rating under the Federal Community
Reinvestment Act (CRA). 4. Be free of any obligations and interests that might conflict with the interests of the City of Bozeman.
5. Have an existing branch in the City of Bozeman. 6. Bid on and have the ability and capacity to fully provide the Services by an experienced professional staff. Evaluation of the proposal will be based on the quantitative and qualitative responses to the questions and supplemental information supplied in the proposal. The City reserves the exclusive right to select the firm(s) that it deems to be the best interest of the City to accomplish the completion of the project. 5) ANTICIPATED PROFESSIONAL SERVICES AGREEMENT Interviews may be requested once Proposals have been reviewed. The City may contact references provided with the Proposal. The City reserves the right to request clarification or
additional information from Respondents and to consider independently obtained information.
The City will select the Respondent determined to be the best value by the City in its sole discretion. In addition to the criteria stated above, the City’s determination may consider, without limitation, the Bidder’s financial resources, ability to comply with all legal and
regulatory requirements, ability to perform the work and complete the project on time, history of performance, reputation, ability to obtain necessary equipment, data, and facilities, and any other factor deemed important by the City, including location within the City. The City may select multiple Respondents to provide services as needed by the City. The City reserves the right to negotiate further with one or more respondent. Selection of any contractor and execution of a contract is dependent on approval in accordance with applicable City laws and policies and the City’s receipt of any required Certificates of Insurance and applicable endorsements. The City Commission has the approval authority for any eventual contract. 6) RESERVATION OF RIGHTS; LIABILITY WAIVER All proposals submitted in response to this RFP become the property of the City and
are public records and, as such, may be subject to public review.
Withdrawal of, or modifications to proposals are effective only if written notice threof is sent to
the City Clerk prior to the time proposals are due. A notice of withdrawal or modification of a
proposal must be signed by an officer with the authority to submit the company and no
withdrawal or modifications will be accepted after the time proposals are due.
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
RFP: BANKING SERVICES 7
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
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.
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,
RFP: BANKING SERVICES 8
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.
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: BANKING SERVICES 9
RESPONSE TO REQUIRED BANKING SERVICES AND VALUE ADDED SERVICES–
Attachment 1
The City requests detailed responses to the following:
A. Please provide a description of how the Bank manages and reports its collateral of
public funds deposits. Also, please describe the securities to be used for collateral, and
the frequency of reporting to the City, and fully describe how the City would protect its
position in the collateral in the event of a failure of the Bank. Please include your charge
(if any) for this item.
a. Include in your fee quote, if any is charged, the cost to process returned checks
and a description of when the fee is assessed (at each presentment or following
the second processing).
b. Describe the Bank’s return item processing procedures including any non-
standard options that are available.
c. Describe in detail the disbursement products offered by your bank and the
specific process the City can expect.
d. Describe online banking services provided:
i. Electronic copies of the front and back sides of paid checks.
ii. Show transmissions of checks issued and reflect items as they are paid,
voided or stopped
iii. Reconciliation reports available online in real time? If there is a lag,
please specify the lag time.
e. Regarding voids, errors, and other exceptions: What is the Bank’s standard for
timely corrections?
f. Positive Pay with Payee Validation - State whether you offer positive pay with
payee validation; describe the process offered, its advantages and
disadvantages; and disclose all risks and costs to the City with regard to this
service.
B. Please provide a description of how the Bank handles deposits. Please include your
charge (if any) for this item.
a. Describe the Bank’s remote check deposit process, the deposit cut-off times, and
disclose all risks and costs to the City with regard to this deposit method.
b. Describe the Bank’s process to research and pull copies of items deposited
remotely.
c. Describe the Bank’s deposit requirements for cash vault deposits, check
processing and any other depository requirements and the Bank’s procedure for
deposit exceptions and corrections.
d. Describe the bank’s process for researching deposit information and state any
associated costs.
e. Please provide a description of how the Bank manages and reports its collateral
of public funds deposits. Also, please describe the securities to be used for
collateral, and the frequency of reporting to the City, and fully describe how the
City would protect its position in the collateral in the event of a failure of the Bank.
C. The Bank should specifically identify the method of providing to the City account balance
and activity information on all City accounts. Please include your charge (if any) for this
item.
RFP: BANKING SERVICES 10
a. Can the daily activity also be exported into an Excel format?
b. Describe whether current day information is real-time or batched and how often
the current day information is updated.
c. Describe the reporting available and indicate the level of detail to be included in
the reports regarding the following: internal account transfers, external wire
transfers, ACH incoming/outgoing transactions, and credit card deposits.
d. Provide a full set of sample account balance reports available on your reporting
system as part of the Appendix.
e. State the number of days of historical information and detail reporting is
available.
f. Indicate if selected features can be used individually or if a combination of
features must be subscribed to. The pricing of all features must be given by
module and/or combination of modules as well as identifying whether the access
time is on a time-share, per item, or a flat-fee basis, and indicate specifically what
equipment is needed.
g. Describe whether access is via the internet or whether specific software or
hardware is required; describe any special technical requirements necessary for
the City to access the Bank’s online reporting system.
h. Describe any mobile device capability and any charges for use.
i. Describe the security procedures for the online information reporting system,
both for access and information protection.
j. The Bank must also address security measures and the replacement of existing
controls, including separation of user profiles. Please describe the administration
process for adding/deleting/changing user profiles. Is it self-administered or does
the Bank act as administrator? In addition, describe the events resulting in user
connection failure, such as improper log-in attempts or lack of use and the
procedure and timeframe expected to reactivate a user.
k. Can the Bank provide monthly account activity statements for all bank accounts
by the fifth day following month-end?
l. Provide additional information as follows:
i. The Bank should describe its position regarding reimbursing the City for
inadvertent bank errors.
ii. Propose a breakdown of pricing for one-time equipment needs.
iii. Propose pricing for ongoing processing of credit card payments,
specifying any tiered pricing structure for payments received through
various levels of cardholder security (i.e. card present, card security code,
mailing address match, etc.), and state the frequency and method of
billing.
m. Distinguish whether credit card merchant processing services are performed by
the Bank or through a partnership.
n. Describe the process for returned credit card items, including notification to the
City, and all costs associated with the returns.
o. Describe the Bank’s ability to apply transactions to the City’s account, including a
description of the process from start to finish, any requirements of the City or of
its credit card processors, security safeguards, and all related Bank fees.
D. Any deviation from these time limits must be stated in the bid.
RFP: BANKING SERVICES 11
a. Describe the Bank’s ACH procedures including: deadlines for initiation; deadlines
for deleting items; confirmations of receipts, segregation of duties, deletions, or
reversals; interface offered by the Bank, including built-in security safeguards
and a description of the process from start to finish.
b. Include in your fee quote all costs associated with ACH (e.g. monthly service
fees, flat fees, per file/item fees, returns, etc.).
c. Provide details regarding available ACH filters, blocks and other forms of
protection to the City’s accounts offered by the Bank. Include all risks and costs
to the City with regard to these services.
d. Indicate the order that various transactions such as deposits, incoming and
outgoing wire transfers, ACH transactions, credit card deposits and checks
presented are processed for the calculation of overdrafts.
e. The Bank should describe its position regarding an overdraft status of the City’s
operating account assuming the overdraft is unforeseen, unintentional and
infrequent. Describe the Bank’s position and what charges apply.
E. In its proposal, the Bank is requested to describe their wire transfer system and address
the following:
a. Describe the Electronic Wire Transfer interface offered by the proposing Bank,
including built-in security safeguards and a description of the process from start
to finish.
b. Explain the Bank’s policy in the event of a wire transfer failure; how and when the
City would be notified of a failed transfer and how often failures occur:
c. Disclose the opening hours and cut-off times for initiating and confirming
outgoing wire transfers to ensure same-day execution and the cut-off time for
incoming domestic wire transfers to receive same day credit;
d. Does the Bank require initiation and confirmation of future dated wires to occur
on the same day; or can the initiation of a future dated wire occur on one day and
the confirmation of such wire occur on a subsequent day, provided confirmation
occurs on or before the wire value date?
e. Outline the information about incoming and outgoing wire transfers that is
available on a current and previous day basis (i.e., amount, payor / payee,
comment field, date received, time received, Fed Reference number, etc.);
f. Indicate the procedure for wire template administration. Is the administration of
templates maintained by the client or by the bank?
g. Indicate if the Bank’s reporting system has the ability to report current day wire
activity; inquiries by status (i.e. warehoused wires, pending wires, and confirmed
wires), amount, or dollar ranges; and incoming and outgoing wires on the same
report or on separate reports.
h. Include any associated costs for wires and reporting in your fee quote.
F. The City requests information about the Bank’s purchase card services, if available. In
the proposal response, the Bank is requested to describe, in detail, their purchase card
program and address the following (Not a minimum requirement).
a. Describe the administration of the card program and state the process by which
new cards are issued, cards are cancelled or frozen, limits on merchant types are
set, spending limits are set, disputes are handled, etc.
RFP: BANKING SERVICES 12
b. Describe the functionality/capabilities of your purchase card software. Disclose
any potential software upgrades on the horizon that would require re-issuance of
purchase cards or the re-training of cardholders.
c. Include any and all costs, initial and on-going, associated with your purchase
card program.
d. If available, describe the Bank’s secure Internet website Expense Reporting tool.
Explain how this tool works if individuals using the Expense Reporting tool have
been set-up with a purchase card.
e. Describe the process surrounding the ordering of new purchase cards and the
request to change current purchase cards. At a minimum, please include
information related to the following:
i. Ability to order single or multiple purchase cards at one time and place
single transaction limits, monthly credit limits, and Merchant Category
Code (MCC) restrictions on each individual card.
ii. Merchant Category Code (MCC) Templates should be made available for
use in assigning cards to an MCC group. Detail the ability for the City to
create our own MCC groups.
f. Explain the process surrounding the download of statements and the upload of
approved statement information. At a minimum include:
i. Capability to electronically send monthly statements to each cardholder
and the ability to make account code changes, route the statement
through their designated approval process, and electronically forward the
statements back to the City’s Finance Department.
ii. Ability to generate reporting in Microsoft Excel, or, in a convertible file
format in order to integrate with the City’s financial software and/or
platform the same functions via the internet.
iii. Provide examples of available reports and include an explanation of the
content of each report.
iv. Outline any Rebate/Revenue Share Back Schedule.
v. Explain the process surrounding disputed transactions, potential liability
on behalf of the City, and dispute resolution.
vi. Confirm your ability to include/imprint the City logo and name onto the top
of each purchase card and the ability to include the City tax-exempt
number below the cardholder’s name.
vii. Provide any other information that could benefit the City’s purchase card
program.
G. Added services that your Bank offers that might reduce staff time or City costs. Include a
description of the service offered, any advantages and disadvantages, and disclose all
risks and costs to the City with regard to the service. The Bank should recommend,
describe, and explain any and all additional services which would enhance the case
management capabilities of the City. This description should include products currently
under development and products which have been identified for future development
RFP: BANKING SERVICES 13
Statement of Non-discrimination – Attachment 2
____________________________________(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: BANKING SERVICES 14
Attachment 3 – Form of Professional Services Agreement
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 Exhibit “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 Services: Contractor will perform the work and provide the services in
accordance with the requirements of the Scope of Services. For conflicts between this Agreement
and the Scope of Services, unless specifically provided otherwise, the Agreement governs.
4. Payment: City agrees to pay Contractor the amount specified in the Scope of
Services. 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
RFP: BANKING SERVICES 15
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 post a legible statement of all wages and fringe benefits to be paid to the
Contractor’s employees and the frequency of such payments (i.e., hourly wage employees shall be
paid weekly). Such posting shall be made in a prominent and accessible location at the
Contractor’s normal place of business and shall be made no later than the first day of services
provided under this Agreement. Such posting shall be removed only upon expiration or
termination of this Agreement.
In performing the services under this Agreement, Contractor shall give preference to the
employment of bona fide residents of Montana, as required by §18-2-403, MCA, and as such, term
is defined by §18-2-401(1), MCA. When making assignments of work, Contractor shall use
workers both skilled in their trade and specialized in their field of work for all work to which they
are assigned.
Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, fringe benefits,
and expenses including travel allowances as set forth in the current Montana Prevailing Wage Rate
for Non Construction Services in effective and applicable to Gallatin County, Montana which
schedule is incorporated herein. Contractor shall pay all hourly wage employees on a weekly basis.
Violation of the requirements set forth in the above State of Montana schedule of prevailing wage
rates may subject the Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall
maintain payroll records during the term of this Agreement and for a period of three (3) years
following termination of this Agreement.
RFP: BANKING SERVICES 16
The Contractor shall ensure that any person, firm or entity performing any portion of the
services under this Agreement for which the contractor, subcontractor or employer is responsible,
is paid the applicable standard prevailing rate of wages.
In the event that, during the term of this Agreement, any labor problems or disputes of any
type arise or materialize which in turn cause any services to cease for any period of time,
Contractor specifically agrees to take immediate steps, at its own expense and without expectation
of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The
specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however,
that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate
relief to the City so as to permit the services to continue at no additional cost to City.
Contractor shall indemnify, defend, and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in
connection with any labor problems or disputes or any delays or stoppages of work associated with
such problems or disputes and for any claims regarding underpaid prevailing wages.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services
rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify,
and hold harmless the City, its agents, representatives, employees, and officers (collectively
referred to for purposes of this Section as the City) from and against any and all claims, demands,
actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and
consultants), losses, expenses, liabilities (including liability where activity is inherently or
intrinsically dangerous) or damages of whatever kind or nature connected therewith and without
limit and without regard to the cause or causes thereof or the negligence of any party or parties
that may be asserted against, recovered from or suffered by the City occasioned by, growing or
arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional
misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of
the Contractor’s agents.
For the professional services rendered, to the fullest extent permitted by law, Contractor
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses,
and expenses, including reasonable defense attorney fees, to the extent caused by the negligence
or 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.
RFP: BANKING SERVICES 17
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 per accident; and
• Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. The City 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
RFP: BANKING SERVICES 18
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.
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.
RFP: BANKING SERVICES 19
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
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
RFP: BANKING SERVICES 20
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 subcontractors 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
RFP: BANKING SERVICES 21
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: In the event it becomes necessary for either Party to
retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice
required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable
attorney's fees and costs, including fees, salary, and costs of in-house counsel 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
RFP: BANKING SERVICES 22
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 __________________________.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****