HomeMy WebLinkAboutRFP - Story Mansion Carriage House
Request for Proposals (RFP)
Story Mansion Carriage House
Community Theater
Design, Renovation, and Operation Proposal
City of Bozeman
Bozeman, MT
City of Bozeman
PO Box 1230
Bozeman, MT 59771-1230
agenda@bozeman.net
September 2021
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
Operation Proposal
TABLE OF CONTENTS i
Table of Contents
NOTICE .......................................................................................................................................................... ii
REQUEST FOR PROPOSALS ........................................................................................................................... iv
INTRODUCTION ................................................................................................................... iv
PROJECT DESCRIPTION ........................................................................................................ iv
PROJECT LOCATION ............................................................................................................. v
SCOPE OF WORK .................................................................................................................. v
PROPOSAL REQUIREMENTS ................................................................................................. v
TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS ..................................................... vii
AMENDMENTS TO SOLICITATION ...................................................................................... vii
CONTACT INFORMATION ................................................................................................... vii
SELECTION PROCEDURE ..................................................................................................... vii
SELECTION CRITERIA ......................................................................................................... viii
FORM OF AGREEMENT ..................................................................................................... viii
CITY RESERVATION OF RIGHTS / LIABILITY WAIVER ......................................................... viii
MISCELLANEOUS ................................................................................................................. ix
ATTACHMENTS ..................................................................................................................... x
ATTACHMENT 1: NONDISCRIMINATION AND EQUAL PAY AFFIRMATION ................................................... x
ATTACHMENT 2: PROFESSIONAL SERVICES AGREEMENT .......................................................................... xii
PROFESSIONAL SERVICES AGREEMENT ...................................................... Error! Bookmark not defined.
21. Dispute Resolution: ........................................................................... Error! Bookmark not defined.
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
Operation Proposal
NOTICE ii
NOTICE
NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals for professional services
from qualified non-profit organizations to design, renovate, and operate the Story Mansion Carriage
house as an inclusive community theater.
The purpose of the community theater is to allow access to the arts through classes, performances, and
outreach programs that are inclusive to all members of the community regardless of race, color, religion,
creed, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity or
disability.
The work to complete all required elements will be in conjunction with City of Bozeman professional
staff, Friends of the Story Mansion, and other partner organizations. Responsibilities are described in the
request for proposal including design, renovation, and operation of the Story Mansion Carriage house
community theater.
Copies of the Request for Proposals are available on the City’s website at
https://weblink.bozeman.net/WebLink/DocView.aspx?id=254498&dbid=0&repo=BOZEMAN
All proposals must be provided as a single, searchable PDF document file and be submitted digitally as an
email attachment to the RFP Recipient email address below. Respondents are advised that Recipient’s
email attachment size limit is 25MB and that only one PDF file will be allowed per response. The subject
line of the transmittal email shall clearly identify the RFP title, company name and due date/time. File
sizes greater than 25MB in size may be uploaded to bzncloud.bozeman.net upon special arrangement of
the Recipient; however, it is the respondent’s sole responsibility to ensure the file upload is completed,
and that the Recipient is separately notified via email of same, prior to the given deadline.
Deliver RFPs via email to the City Clerk by Friday, October 1, 2021 by 1:00p.m. It is the sole responsibility
of the proposing party to ensure that proposals are received prior to the closing time as late submittals
will not be accepted and will be returned unopened.
The email address for submission is: agenda@bozeman.net
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
Operation Proposal
NOTICE iii
NON-DISCRIMINATION AND EQUAL PAY
The City of Bozeman is an Equal Opportunity Employer.
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.
In addition, pursuant to City Commission Resolution 5169, the entity awarded a contract under this RFP
and any subcontractors must abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana
Equal Pay Act), and affirm it will abide by the above and that it has visited the State of Montana Equal Pay
for Equal Work “best practices” website, https://wayback.archive-
it.org/499/20210701223409/https:/equalpay.mt.gov/, or equivalent “best practices publication and
has read the material (see Appendix A).
Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk
(406) 582-2321, agenda@bozeman.net.
Questions relating to the RFP should be directed to: Jamie Saitta, Recreation Manager, (406) 582-2291,
jsaitta@bozeman.net
DATED at Bozeman, Montana, this Wednesday, September 8, 2021.
Mike Maas
City Clerk
City of Bozeman
FOR PUBLICATION ON:
Sunday, September 12, 2021
Sunday, September 19, 2021
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
Operation Proposal
NOTICE iv
REQUEST FOR PROPOSALS
INTRODUCTION
The Bozeman Parks and Recreation Department manages 4 city owned recreation and cultural
buildings that are home to community programs and are available to the public to rent for private
events. These buildings include: Lindley Center, Beall Park Recreation Center, Story Mill Community
Center, and the Story Mansion.
The Story Mansion Carriage House is adjacent to the Story Mansion on 811 S. Willson Ave. in
Bozeman, MT and includes approximately 5,000 sq. feet of space that has not been renovated for
occupancy.
The City of Bozeman is seeking a civic minded partner organization to work with the Friends of the
Story Mansion to spearhead fundraising efforts to complete the design and renovation of the
Carriage House into an inclusive community theater focused on the arts and then become anchor
tenants, taking over the responsibility for programming events, overseeing reservations, and
generating revenue to offset the buildings ongoing operations costs. The community theater will be
inclusive of all members of our community regardless of race, color, religion, creed, sex, age, marital
status, financial status, national origin, actual or perceived sexual orientation, gender identity or
disability.
PROJECT DESCRIPTION
A. Purpose and Objectives
The purpose of this project is to turn the Story Mansion Carriage House into a small community
theater focused on the arts with a fully accessible, flexible-layout space that will retain the
historic appeal of the property, compliment current Story Mansion programming, harness the
Story property’s full potential to serve the community, and enable it to become financially self-
supporting.
B. Planning Process
The work to complete all required elements will be in conjunction with City of Bozeman
professional staff, Friends of the Story Mansion, and partner organizations. Responsibilities will
specifically include the tasks outlined in the Scope of Work.
C. General
This RFP shall not commit the City to enter into an agreement, to pay any expenses incurred in
preparation of any response to this request, or to procure or contract for any supplies, goods or
services. The City reserves the right to accept or reject all responses received as a result of this
RFP if it is in the City’s best interest to do so.
By offering to perform services under this RFP, all Submitters agree to be bound by the laws of
the State of Montana and of the City, including, but not limited to, applicable wage rates,
payments, gross receipts taxes, building codes, equal opportunity employment practices, safety,
non-discrimination, etc.
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
Operation Proposal
NOTICE v
PROJECT LOCATION
Story Mansion property, 811 S. Willson Ave. in Bozeman, MT
SCOPE OF WORK
The specific work to be undertaken by the organization chosen for the Story Mansion Carriage
House Community Theater Design, Renovation, and Operation Proposal will include:
1. Statement of Needs
o Describe the need for community theater space in Bozeman and the benefit it
provides to the public.
2. Proposed Solution
o Explain how the Story Mansion Carriage House could be designed to meet the
need for theater space inclusive of all members of the community and how it
would be programmed to ensure access for all.
3. Proposed Plan of Action
o Detail the phased approach that will be taken to design, renovate, and operate
the Story Mansion Carriage House Community Theater including a proposed
timeline and potential partnerships.
4. Proposed Roles and Responsibilities
o Include a summary of proposed roles and responsibilities between your
organization and the City of Bozeman including: funding, design, tenancy,
programming and operations, and public access.
5. Proposed Budget
o Include a proposed 5 year budget detailing income and expenses and potential
fundraising efforts.
The work described is considered to be the minimum required to complete this process. In their
submittals, organizations should propose additions or edits to this scope that lend to the best
process and outcomes.
Following the selection process, a meeting will be held with the successful organization to
negotiate the final scope of work and a contract for services Therefore, the City of Bozeman
reserves the right to make revisions to the final scope of work.
PROPOSAL REQUIREMENTS
Organizations interested in providing the services described above are requested to submit the
following information. Responses to each item should appear in the same order as in this RFP and
should identify the item to which the responses applies. For co-Respondents, please include
information for all organizations responding.
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
Operation Proposal
NOTICE vi
A. Title Page
The title page shall include the name of the organization(s), address(es), contact(s), telephone
number(s) and email address(es) to contact for information regarding the proposal. The title
page must bear the signature of authorized representative of the Respondent and designates,
by name, not more than two individuals authorized to sign agreements with the City on behalf
of the Respondent.
B. Executive Summary
This section shall provide an overview of the proposal and the Respondent’s understanding of
the City’s needs. The summary should also include any experience the Respondent wishes to
highlight, as well as any relevant conditions or restrictions.
C. Organization Profile & Project Personnel
Provide information about organization(s), including:
1. Location and number of employees.
2. Describe the organizations history. Include information on how many years the organization
has worked in Community Theater and detail the programs that have been offered that
highlight equity and inclusion. Identify the organization’s annual volume of business, and
speak to the organizations current workload.
3. Describe the organization’s familiarity with the local Bozeman community and its need for
publicly assessable theater space that allows access to the arts for all.
4. Brief resumes shall be provided for each key project individual (no longer than one page) and
description of their availability to contribute including approximate hours per month.
5. Primary contact information for the organization including contact name(s) and title(s),
mailing address(s), phone number(s), and email address(s).
D. Experience
1. Describe organizations experience offering innovative community based art programming
that is equitable and inclusive.
E. Scope of Proposal
1. Provide a detailed narrative of the services proposed if awarded the contract per the Scope
of Services described.
2. Provide an outline of the schedule for completing tasks. Include deliverable milestones.
F. References
Please provide name and contact information for at least three references for similar projects
completed in the last three years.
G. Affirmation of Nondiscrimination (see Appendix A)
Non-completion of the Affirmation of Nondiscrimination is cause for disqualification.
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
Operation Proposal
NOTICE vii
TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS
EVENT DATE/TIME
Publication dates of RFP Sunday, September 12, 2021 and Sunday,
September 19, 2021
Deadline for receipt of questions Wednesday, September 22, 2021
Deadline for receipt of proposals Friday, October 1, 2021
Evaluation of proposals completed by Monday, October 11, 2021
Interviews and Selection of consultants
completed by
Monday, November 1, 2021
With the exception of the advertising dates and advertised due date, the City reserves the right to
modify the above timeline.
Deliver RFPs via email to the City Clerk (agenda@bozeman.net) by 1:00p.m. Friday, October 1. It is the
sole responsibility of the proposing party to ensure that proposals are received prior to the closing time as
late submittals will not be accepted and will be returned unopened.
All proposals must be provided as a single, searchable PDF document file and be submitted digitally as an
email attachment to the RFP Recipient email address agenda@bozeman.net. Respondents are advised
that Recipient’s email attachment size limit is 25MB and that only one PDF file will be allowed per
response. The subject line of the transmittal email shall clearly identify the RFP title, company name and
due date/time. File sizes greater than 25MB in size may be uploaded to bzncloud.bozeman.net upon
special arrangement of the Recipient; however, it is the respondent’s sole responsibility to ensure the file
upload is completed, and that the Recipient is separately notified via email of same, prior to the given
deadline.
AMENDMENTS TO SOLICITATION
Any interpretation or correction of this request will be published on the City’s webpage. The deadline
for questions related to this document is Wednesday, September 22, 2021.
CONTACT INFORMATION
Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk,
(406) 582-2321, agenda@bozeman.net
Questions relating to scope of services should be directed to: Jamie Saitta, Recreation Manager,
jsaitta@bozeman.net 406-582-2291.
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 arrange interviews with the finalist(s) prior to selection.
The selection of finalists to be interviewed will be made by a selection committee representing the City of
Bozeman and partner organizations. The selection of interview candidates will be based on an evaluation
of the written responses to the RFPs.
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
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NOTICE viii
All submitted proposals must be complete and contain the information required as stated in the "Request
for Proposals.”
SELECTION CRITERIA
Proposals will be evaluated by a Selection Committee who will individually score them out of a total of
100 possible points based on the criteria and scoring below:
Maximum Points Criteria:
30 Understanding of community need for an inclusive theater and publicly
accessible art.
30 Experience offering innovative community programs with a focus on equity and
inclusion.
30 Innovative, inclusive and community oriented proposal for the design,
renovation, and operation of the Story Mansion Carriage House.
10 Presentation of written proposal
FORM OF AGREEMENT
The selected firm will be required to enter into a contract with the City in substantially the same form
as the professional services agreement template provided as Attachment 2.
CITY 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.
A SUBMISSION IN RESPONSE TO THIS REQUEST FOR QUALIFICATIONS CONFERS NO RIGHTS UPON ANY
RESPONDENTS AND SHALL NOT OBLIGATE THE CITY IN ANY MANNER WHATSOEVER. THE CITY RESERVES
THE RIGHT TO MAKE NO AWARD AND TO SOLICIT ADDITIONAL REQUEST FOR QUALIFICATIONS AT A
LATER DATE.
This RFP may be canceled or any or all responses may be rejected in whole or in part, as specified
herein, when it is in the best interests of the City. If the City cancels or revises this RFP, all Respondents
who submitted will be notified using email.
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 60 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.
The City of Bozeman reserves the right to reject the proposal of any person/firm who previously failed
to perform properly to the satisfaction of the City of Bozeman, or complete on time agreements of
similar nature, or to reject the proposal of any person/firm who is not in a position to perform such an
agreement satisfactorily as determined by the City of Bozeman.
The City of Bozeman reserves the right to determine the best qualified Contractor and negotiate a final
scope of service and cost, negotiate a contract with another Contractor if an agreement cannot be
reached with the first selected Contractor, or reject all proposals.
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
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NOTICE ix
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.
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.
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.
Projects under any contract are subject to the availability of funds.
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.
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
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NOTICE x
ATTACHMENTS
The following exhibits are incorporated in this RFP:
ATTACHMENT 1: NON-DISCRIMINATION AFFIRMATION
ATTACHMENT 2: PROFESSIONAL SERVICES AGREEMENT
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Story Mansion Carriage House Community Theater Design, Renovation, and
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NOTICE xi
ATTACHMENT 1: NONDISCRIMINATION AND EQUAL PAY 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.
In addition, ____________________________________(name of entity submitting) hereby
affirms it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana
Equal Pay Act), and has visited the State of Montana Equal Pay for Equal Work “best practices”
website, https://wayback.archive-it.org/499/20210701223409/https:/equalpay.mt.gov/, or
equivalent “best practices publication and has read the material.
______________________________________
Name and title of person authorized to sign on behalf of submitter
Request for Proposals
Story Mansion Carriage House Community Theater Design, Renovation, and
Operation Proposal
NOTICE xii
ATTACHMENT 2: PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of ____________, 202__ (“Effective
Date”), 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.” The City and Contractor may be referred to individually as “Party”
and collectively as “Parties.”
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 Effective Date and will
expire on the _____ day of ______________, 202_, unless earlier terminated in accordance
with this Agreement.
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. Contractor agrees to be bound by its responses to the City’s Cloud Questions,
attached to this Agreement as Exhibit B and made part of this Agreement. Such responses
constitute material consideration for the City to enter into this Agreement and the responses
are material representations regarding the Contractor’s performance.
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NOTICE xiii
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 the 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, Montana Code Annotated (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’
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NOTICE xiv
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, 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 effect 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.
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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 intentional 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 City
as 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 the City 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 City 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 City for a claim(s) or any portion(s) thereof.
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In the event of an action filed against the 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, 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
[City’s] 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 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.
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 shall be endorsed as an
additional or named insured on a primary non-contributory basis on the Commercial General,
Employer’s Liability, and Automobile Liability policies. The insurance and required
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endorsements must be in a form suitable to City and shall include no less than a thirty (30) 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.
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:
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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, the 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.
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11. Representatives and Notices:
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 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
designated by the City in writing 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.
c. Notices: All notices required by this Agreement shall be in writing and shall be
provided to the Representatives named in this Section. Notices shall be deemed given when
delivered, if delivered by courier to Party’s address shown above during normal business hours
of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to
the email address or fax number provided by the Party’s Representative; or on the fifth
business day following mailing, if mailed by ordinary mail to the address shown above, postage
prepaid.
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
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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 and Equal Pay: 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.
Contractor represents it is, and for the term of this Agreement will be, in compliance with the
requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay
Act). Contractor must report to the City any violations of the Montana Equal Pay Act that
Contractor has been found guilty of within 60 days of such finding for violations occurring
during the term of this Agreement.
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
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continuous inspection and supervision of the work performed. The Contractor is responsible
for instructing its 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 the 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 of 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 including the City Attorney’s Office staff.
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
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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 herein 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
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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. Consent to Electronic Signatures: The Parties have consented to execute this
Agreement electronically in conformance with the Montana Uniform Electronic Transactions
Act, Title 30, Chapter 18, Part 1, MCA.
31. 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 ****
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written or as recorded in an electronic signature.
CITY OF BOZEMAN, MONTANA ____________________________________
CONTRACTOR (Type Name Above)
By________________________________ By__________________________________
Jeff Mihelich, City Manager
Print Name: _________________________
Print Title: __________________________
APPROVED AS TO FORM:
By_______________________________
Greg Sullivan, Bozeman City Attorney