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HomeMy WebLinkAbout19- RFP - Consulting and Design Services for Bozeman Parks and Trails Special District Education Effort Page 1 of 20 CITY OF BOZEMAN, MONTANA Request for Proposals CONSULTING AND DESIGN SERVICES FOR BOZEMAN PARKS AND TRAILS SPECIAL DISTRICT EDUCATION EFFORT Proposals must be received no later than: Monday, May 20, 2019 at 3:00 PM MST Deliver hard copies of the proposal to: Robin Crough, City Clerk PO Box 1230 121 North Rouse Ave, Suite 200 Bozeman, MT 59771 Page 2 of 20 NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms qualified to provide consulting and design services for education efforts around the proposed Bozeman Parks and Trails District. Copies of the proposed Scope of Services, Qualifications Evaluation Criteria, and the City's Consultant Selection Procedure may be obtained by visiting the City website at www.bozeman.net under the “Doing Business” drop-down menu and clicking on “RFPs and Bids.” All proposals must be in the format specified, enclosed in a sealed envelope, and clearly identified with RFP title, company name, and due date and transmitted via hard copy. Deliver proposals to the City Clerk by Monday May 20, 2019 at 3:00 PM. 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 and will be returned unopened. The physical address is: City Clerk’s Office, Suite 200, (upstairs) City Hall, 121 N. Rouse Avenue, Bozeman, Montana The mailing address is: City Clerk’s Office, City Hall, P.O. Box 1230, Bozeman, Montana, 59771 (USPS only, deliveries via shipping companies should be addressed to the physical address) 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 City to deem the submittal non-responsive. Any administrative questions regarding proposal procedures should be directed to: Robin Crough, City Clerk (406) 582-2321, agenda@bozeman.net Questions relating to scope of services and project management should be directed to: Melody Mileur, Communications Coordinator, mmileur@bozeman.net. DATED at Bozeman, Montana, this 24th day of April, 2019. Page 3 of 20 Robin Crough City Clerk City of Bozeman For publication on: Sunday, April 28, 2019 Sunday, May 12, 2019 Page 4 of 20 1. BACKGROUND On March 4, 2019 the Bozeman City Commission decided to ask Bozeman voters at the next general election whether they support the creation and implementation of a city-wide Parks and Trails Special District. If created, the Parks and Trails Special District will provide a dedicated funding source for maintaining the City of Bozeman’s parks and trails as well as meeting the costs of existing deferred maintenance, currently estimated at approximately seven million dollars. A citywide Parks and Trails Special District is proposed to solve three major issues: 1. Deferred Maintenance 2. Operations and ongoing maintenance 3. Equity – standardizing maintenance levels in all public parks and trails A citywide Parks and Trails Special District or equivalent has been anticipated, planned and recommended since roughly 1996. In the 2007 Parks, Recreation, Open Space and Trails (PROST) Plan 10.2 Top Ten Non- Facility Recommendations calls to “Evaluate and implement a citywide Parks Maintenance District or some equivalent alternative.” The item ranked as priority number 4 based on survey results, public input and level of service analysis. Subsequently, in 2011 and 2013 two different Montana State University (MSU) students conducted research papers on the potential creation of a parks maintenance district in Bozeman. In 2016, the City of Bozeman received a grant to contract with the Trust for Public Land (TPL) to perform a Conservation Finance Feasibility Study that showed examples of how the city could create a Parks and Trails Special District similar to the city’s Tree Assessment or Street Maintenance Assessment. The following year the city contracted with Peaks to Plains Design and PROS Consulting to conduct a Parks and Trails District Feasibility Study. This team presented to the City Commission in February and July of 2018. At the February 26, 2018 meeting, the City Commission voted to pursue creation of a citywide Parks and Trails Special District and at the July 23, 2018 meeting, voted on the desired level of service in which to plan such a special district. 2. SCOPE OF SERVICES The City of Bozeman is requesting proposals from qualified firms or individuals for the development of a public engagement and education program for the proposed Parks and Trails Special District to be presented to City voters. The City is prohibited by state law from using public resources to advocate for or against ballot issues or voted tax increases. However, the City does have a responsibility to educate the public on the needs of the community and provide solutions for their consideration. The City’s educational efforts will include facts about the proposed district and the impact of passage or failure of the ballot issue on City operations. It should be understood that the successful proposer will need to have a full and complete understanding of the “bright line” that exists in the law between advocating and educating. This understanding can and will be highlighted throughout the work done with city staff. The City seeks proposals that prove capabilities for the project areas below; describing strategies to be used and quality controls. Sufficient detail must be given and should include examples of past projects, Page 5 of 20 ability to meet deadlines, and managerial experience. The proposer should demonstrate knowledge and understanding of the complexities of educating on ballot issue in the Bozeman community. These services include but are not necessarily limited to developing and implementing strategy, messaging, and education regarding the proposed district. 1. Strategic Communications Plan: Provide us with a general overview of how you would create a strategic communications plan for the district. What will be key events throughout the timeline? How would you suggest the flow of information be distributed to educate as efficiently and thoroughly as possible? Which staff members would you utilize in the education effort and how much City staff time will be needed? 2. Logo and Branding: The City of Bozeman believes that it is crucial for Bozeman voters to recognize and understand what they are voting on when they go to the polls. How will you create a brand identity for the education effort? How will this identity be carried through all aspects of the strategic communications plan? 3. Messaging: Due to the complexity of the district there is potential for misinformation to spread around the topic. It is critical that the City’s education effort be unified across all platforms and venues on which it informs the public about the district. How will you work with city staff to develop key messages, answers to FAQs, etc? 4. Materials/Production/Creative: Describe how graphic materials are created. Do you have staff available to do graphic design, write copy, and produce video? Provide examples of items that you have produced for other agencies that demonstrate your ability to provide easy to understand information on complicated issues. 5. Social Media: Demonstrate how you would integrate social media as a part of an education effort. The City of Bozeman manages all social media channels internally but is interested in utilizing innovations within platforms to engage with users in a productive way. What is your experience with creating shareable content that educates about complex subject matter? 6. Media Planning & Buying: Provide us with your process in deciding where, when, and how to purchase media. What tools or analytics do you use? What are the determining elements that make your purchasing decisions? Optimization strategy? Please include reference to social media advertising in your proposal. 7. Community Partnerships: How do partnerships with local Bozeman organizations fit into the overall education effort? How have you used partnerships to extend an agency’s ability to communicate beyond their existing channels? How has that helped to extend budget and staff time? 8. Budget: Provide a proposed budget for the completion of scope generally described within this RFP. Include estimated budgets for media buys and printing costs as well. Items that may be requested of the firm could include: • Logo and brand development • Messaging, talking points, FAQ • Materials: development of a mailer/rack card, PowerPoint presentation, website content • Social Media: developing social media appropriate graphics and video, guidance on effecting messaging through the City’s social media channels for education The final scope of work will be negotiated with the successful proposer. Page 6 of 20 3. 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 proposal package and three (3) copies, under sealed envelope, by mail or hand-delivery to the address provided. 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 the deadline will be returned to the proposer unopened. d. Proposals and required attachments shall be submitted as specified and must be signed by officials authorized to bind the proposer to provide the services. II. Proposal Outline and Content Assemble and submit each proposal 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: Title Page The title page shall include the firm/individual name, address, contact, telephone number and email address to contact for information regarding the RFP. The title page must bear the signature of authorized representative of the Respondent and designate, by name, not more than two individuals authorized to sign agreements with the City on behalf of the Respondent. Executive Summary This section shall provide an overview of the RFP and the Respondent’s understanding of the City’s needs. Emphasis should be placed on the Respondent’s expertise in the subject area of the Project. The summary should also include any points the Respondent wishes to highlight, as well as any relevant conditions or restrictions. Firm/Individual Profile This section shall provide a profile of the firm/individual including the number of employees and their locations. Brief resumes shall be provided for each key project individual. The percentage of total time key staff people (e.g. project manager, implementation staff) will devote to this project should be listed. A complete list of local government clients shall be provided including all Montana local governments. Key staff may not be replaced once a contracting firm has been selected without prior approval of Page 7 of 20 the City. Describe the ability of the firm and its team to provide on-demand, in-person, and cost-effective support to the City. Scope of Project This section shall describe how the Respondent will fulfill the Scope of Work. Related Experience with projects similar to the Scope of Services Provide case studies featuring prior work for each core area of professional services as delineated in the Scope of Services. The case studies should demonstrate the depth experience of the proposing prime firm and their team. Present and Projected Workloads Describe the firm’s current major projects and, if possible, affirm that the firm can accommodate the projects anticipated by the Scope of Work. Recent and current work for the City of Bozeman List projects completed for the City of Bozeman over the last 4 years. Affirmation of nondiscrimination (see Attachment 1) Non-completion of the Affirmation of non-discrimination is cause for disqualification of firms. The City reserves the right to require the submittal of additional information that supplements or explains proposal materials. 4. REQUEST FOR PROPOSALS SCHEDULE EVENT DATE/TIME Publication dates of RFP Sunday, April 28, 2019 Sunday, May 12, 2019 Deadline for receipt of written questions about RFP Monday May 13, 2019 – 5:00 PM Deadline for receipt of proposals Monday May 20, 2019 – 3:00 PM Evaluation of proposals TBD Interviews (if necessary) and Selection of consultants TBD Page 8 of 20 5. CONTACTS Any administrative questions regarding proposal procedures should be directed to: Robin Crough, City Clerk, (406) 582-2321, agenda@bozeman.net Questions relating to scope of services and project management should be directed to: Melody Mileur, Communications Coordinator, 406-582-2322, mmileur@bozeman.net 6. SELECTION PROCESS AND RANKING CRITERIA A review committee will evaluate all responses to the RFP that meet the submittal requirements and deadline. Submittals that do not meet the requirement or deadline will not be considered. The review committee will rank the proposals and may arrange interviews with the finalist(s) prior to selection. Selection may be made directly based on the written RFP submission. If interviews occur, the selection of finalists to be interviewed will be made by a selection committee representing the City of Bozeman. The selection of interview candidates will be based on an evaluation of the written responses to the RFPs. All submitted proposals must be complete and contain the information required as stated in the "Request for Proposals.” 7. SELECTION CRITERIA Proposals will be evaluated based on the following criteria: • [5 points] Executive Summary • [50 points] Qualifications of the Firm for Scope of Services; Cost • [30 points] Related Experience with Similar Projects • [10 points] Present and Projected Workloads [5 points] Recent and current work for the City of Bozeman 8. RESERVATION OF RIGHTS; LIABILITY WAIVER All proposals submitted in response to this RFP become the property of the City and public records and, as such, may be subject to public review. The City reserves the right to accept or reject any and all proposals; to add or delete items and/or quantities; to amend the RFP; to waive any minor irregularities, informalities, or failure to conform to the RFP; to extend the deadline for submitting proposals; to postpone award for up to 30 days; to award one or more contracts, by item or task, or groups of items or tasks, if so provided in the RFP and if multiple awards or phases are determined by the City to be in the public interest; and to reject, without liability therefore, any and all proposals upon finding that doing so is in the public interest. Page 9 of 20 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 2 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 Consultant, 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 Consultants who submitted proposals will be notified using email. Projects under any contract are subject to the availability of funds. 9. 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. 10. 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. 11. 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 Page 10 of 20 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. 12. 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. 13. 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. 14. 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. Page 11 of 20 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 Page 12 of 20 Attachment 2 – 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 Page 13 of 20 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 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. Page 14 of 20 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. 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 Page 15 of 20 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 than a sixty (60) day notice of cancellation or non-renewal. 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. Page 16 of 20 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. 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. Page 17 of 20 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 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 Page 18 of 20 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 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. Page 19 of 20 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 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. Page 20 of 20 22. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 30. Extensions: this Agreement may, upon mutual agreement, be extended for a period of one year by written agreement of the Parties. In no case, however, may this Agreement run longer than __________________________. **** END OF AGREEMENT EXCEPT FOR SIGNATURES ****