HomeMy WebLinkAbout19- RFP - Arbitrage Rebate Services for General Obligation Bonds Series 2019Request for Proposals
FOR ARBITRAGE REBATE SERVICES FOR GENERAL
OBLIGATION BOND SERIES 2019 FOR THE CITY OF
BOZEMAN, MONTANA
Proposals must be received no later than:
Tuesday, December 10, 2019 at 5:00 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
NOTICE IS HEREBY given that the City of Bozeman (“City”) is requesting proposals for arbitrage rebate
services in relation to General Obligation Bonds Series 2019. All proposals must be in the format specified,
enclosed in a sealed envelope and clearly identified with RFP title, company name and due date.
Copies of the Request for Proposals are available on the City’s website at
https://www.bozeman.net/government/city-clerk/bids-rfps-rfqs.
Deliver proposals by Tuesday, December 10, 2019 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 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, if using a shipping company please send to the physical address)
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.
Any administrative questions regarding proposal procedures should be directed to: Robin Crough, City
Clerk, (406) 582-2321, agenda@bozeman.net.
For additional information on this RFP, contact Kristin Donald, Finance Director, 406-582-2318,
kdonald@bozeman.net.
DATED at Bozeman, Montana, this 21st day of November, 2019.
Robin Crough
City Clerk
City of Bozeman
For publication on:
Sunday, November 24, 2019
Sunday December 1, 2019
FOR ARBITRAGE REBATE SERVICES FOR GENERAL OBLIGATION BOND SERIES 2019 FOR THE CITY OF BOZEMAN, MONTANA
NAME OF SOLICITING GOVERNMENT:
City of Bozeman
P O Box 1230
Bozeman, MT 59771-1230
Phone (406) 582-2325
Location:
121 N Rouse Avenue
Bozeman, MT 59715
PURPOSE OF REQUEST:
The City of Bozeman (“City”) is requesting proposals for arbitrage rebate services in relation to General
Obligation Bonds Series 2019. This recent bond issuance is funding the construction of our Bozeman Public
Safety Center.
SCOPE OF SERVICES:
The engagement will be to provide a comprehensive arbitrage rebate report including firm opinion, bond yield
calculation, analysis and summarization of investment activity, and the determination of the amount of rebatable
arbitrage, if any, owed by the City to the U.S. Department of Treasury associated with each series of the Bonds.
INSTRUCTIONS TO PROPOSERS:
1. All firms must include an original executed copy of Addendum A, found on the last page of this Request.
No proposals will be considered without this document. Non-completion of the Affirmation of
Nondiscrimination is cause for disqualification of firms.
2. Deadline: Proposals must be RECEIVED, at the address below, no later than 5:00 pm, Tuesday, December
10, 2019.
Any interpretation or correction of this request will be published on the City’s webpage.
3. RFP – FORM AND CONTENTS
Deliver one (1) original, five (5) copies, and one digital copy (via flash drive), prepared as follows:
As the initial submittal to the Owners, PROPOSALS IN RESPONSE TO THIS RFP MUST BE DELIVERED NO
LATER THAN 5:00 PM, MOUNTAIN TIME, December 10, 2019, in a sealed box or envelope with company
name shown clearly on the outside, addressed to:
PROJECT NAME
Bozeman City Clerk
City Hall
121 North Rouse Avenue
Bozeman, MT 59715
RESPONSES THAT ARE UNSIGNED OR SUBMITTED BEYOND THE DEADLINE SHALL NOT BE CONSIDERED
AND SHALL BE REJECTED.
4. Any questions must be directed to: Kristin Donald, Finance Director, P.O. Box 1230, Bozeman, MT. 59771-
1230, kdonald@bozeman.net with a subject line of: “Arbitrage rebate services RFP QUESTION”
5. Firms submitting proposals shall respond to the following items:
a. Description of the firm, including size, structure, and organization.
b. Description of the firm’s experience with Arbitrage rebate services.
i. Listing of recent clients and recent clients in Montana
c. List of principals and staff that would be working on the proposal and their experience.
d. Description of approach, scope and timing.
e. Fee schedule.
SELECTION PROCEDURE:
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.”
SELECTION CRITERIA:
The following criteria will be used to rank all responsive proposals. The City reserves the right to evaluate
the proposals based on factors beyond the listed criteria.
1. The firm’s experience in arbitrage rebate services related to municipal bond issues.
2. The firm’s ability to provide timely services.
3. Organization, size, and structure of firm. Adequate firm resources dedicated to arbitrage rebate
services.
4. Qualification of staff to be assigned.
5. Responsiveness of written proposals to the Scope of Services.
6. Responsiveness of proposal on fee structure.
FORM OF AGREEMENT
The Contractor will be required to enter into a contract with the City in substantially the same form as the
professional services agreement attached as Attachment B.
CITY RESERVATION OF RIGHTS / LIABILITY WAIVER
A. 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.
B. 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.
C. 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.
D. The City of Bozeman reserves the right to determine the best qualified Contractor and negotiate
a final scope of service and cost, negotiate a contract with another Contractor if an agreement
cannot be reached with the first selected Contractor, or reject all proposals. The professional
services contract between the City of Bozeman and the successful Contractor will incorporate the
Contractor's scope of service and work schedule as part of the agreement (see Appendix B for
form of professional services agreement. The professional services agreement presented to the
Contractor may differ from this form as appropriate for the scope of services).
E. 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 Contractor, by submitting a
response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding
any aspect of this RFP.
F. The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited
to: selection procedures, submittal date, and submittal requirements. If the City cancels or revises
this RFP, all Contractors who submitted proposals will be notified using email.
G. Projects under any contract are subject to the availability of funds.
NONDISCRIMINATION POLICY
The City of Bozeman requires each entity submitting under this notice shall affirm, on a separate form
provided, that 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, sexual preference, gender identity,
or disability in fulfillment of a contract entered into for the services identified herein and that this
prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees
and to all subcontracts it enters into in the fulfillment of the services identified herein. Failure to comply
with this requirement shall be cause for the submittal to be deemed nonresponsive.
MISCELLANEOUS
A. No Oral Agreements. No conversations or oral agreements with any officer, employee, or agent
of the City shall affect or modify any term of this solicitation. Oral communications or any
written/email communication between any person and City officer, employee or agent shall not
be considered binding.
B. No Partnership/Business Organization. Nothing in this solicitation or in any subsequent
agreement, or any other contract entered into as a result of this solicitation, shall constitute,
create, give rise to or otherwise be recognized as a partnership or formal business organization of
any kind between or among the respondent and the City.
C. Employment Restriction and Indemnity. No person who is an owner, officer, employee,
contractor, or consultant of a respondent shall be an officer or employee of the City. No rights of
the City’s retirement or personnel rules accrue to a respondent, its officers, employees,
contractors, or consultants. Respondents shall have the responsibility of all salaries, wages,
bonuses, retirement, withholdings, worker’s compensation and occupational disease
compensation, insurance, unemployment compensation other benefits and taxes and premiums
appurtenant thereto concerning its officers, employees, contractors, and consultants. Each
Respondent shall save and hold the City harmless with respect to any and all claims for payment,
compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and
occupational disease compensation, insurance, unemployment compensation other benefits and
taxes and premiums in any way related to each respondent’s officers, employees, contractors and
consultants.
D. 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.
E. Procurement. When discrepancies occur between words and figures in this solicitation, the words
shall govern. No responsibility shall attach to a City employee for the premature opening of an
RFP not properly addressed and identified in accordance with these documents.
F. Governing Law. This solicitation and any disputes arising hereunder or under any future
agreement shall be governed and construed and enforced in accordance with the laws of the State
of Montana, without reference to principles of choice or conflicts of laws.
ATTACHMENTS
The following exhibits are incorporated in this RFP:
Appendix A: Non-Discrimination Affirmation
Appendix B: Form of Professional Services Agreement
END OF RFP
APPENDIX A
NONDISCRIMINATION AFFIRMATION
____________________________________(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
Appendix B – 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
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.
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
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. 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.
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
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
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
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 ****