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REQUEST FOR PROPOSALS (RFP)
Document Scanning and Destruction Services
CITY OF BOZEMAN
Bozeman, MT
City of Bozeman
PO Box 1230
Bozeman, MT 59771-1230
September 2021
NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms to provide
document scanning and destruction services.
Copies of the Request for Proposals are available on the City’s website at
https://weblink.bozeman.net/WebLink/DocView.aspx?id=254997&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 Thursday, October 28, 2021 at 4:00PM MDT. 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
NON-DISCRIMINATION AND EQUAL PAY
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.
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.
Any administrative questions regarding proposal procedures should be directed to: City Clerk’s
Office (406) 582-2320, agenda@bozeman.net.
Questions relating to the RFP should be directed to: Mike Maas, City Clerk,
mmaas@bozeman.net.
DATED at Bozeman, Montana, this September 23, 2021.
Mike Maas
City Clerk
City of Bozeman
For publication on:
Sunday, September 26, 2021
Sunday, October 17, 2021
I. INTRODUCTION
The City seeks proposals from firms to undertake scanning of paper documents into the City’s
Laserfiche Records Management system with specified meta data. The quantity of documents is
estimated to be up to 850 standard banker boxes of materials.
The City intends to enter into a contract with the selected firm that will include:
• Inventory and Scanning of paper documents;
• Capturing of specified meta data while scanning;
• Verification of scans to insure quality; and
• Destruction of specifically identified paper documents if such services can be provided by
vendor.
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 Owner’s best interest to do so.
This procurement is governed by the laws of the State of Montana and venue for all legal
proceedings shall be in the 18th Judicial District Court, Gallatin County. 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.
II. PROJECT BACKGROUND AND DESCRIPTION
The City would like to digitize all records with appropriate meta data into its Laserfiche
Document Management System. The City intends to then dispose of any paper records allowed
by Montana law.
III. SCOPE OF SERVICES
Purpose:
The City requests the selected vendor have sufficient resources to be able to provide both
scanning and destruction of documents in an efficient and accurate manner. The objective for
these services is to:
• Provide indexed access to electronic records via the City’s Laserfiche Document
Management System (“Laserfische”);
• Eliminate the cost associated with the storage of original hard copy; and
• Destruction of paper documents after scanning has been completed and verified.
The selected vendor must provide all labor, materials, and tools and equipment required for
scanning, indexing, imaging and destruction of documents.
Services:
The City uses Laserfiche for its document management system. The City requests proposals for
the following:
• Document imaging/scanning services with indexing and proper orientation at a
minimum of 300 dpi;
• Optical Character Recognition (OCR) services. (this process shall provide an accurate
conversion of image data into a searchable PDF format);
• Scanning of documents into a searchable pdf format;
• Scanning of drawings into both PDF and TIF formats; and
• Destruction of allowable (City to determine) paper documents once scanned and
verified.
1. Handling and Receiving requirements:
a) Confidentiality, Accuracy and Security of Documentation: The City prefers work be
done onsite but realizes this may be cost prohibitive. The City request that you
provide pricing in your response for both onsite and offsite services if you provide
both.
It is critical that the vendor understands the required security of the documents.
These documents are irreplaceable and must be safeguarded. Once the selected
vendor receives the documents from the City, they are responsible for their
safekeeping.The selected vendor must keep materials in a secure, dry location and
take great care in handling of fragile originals. Safeguards against theft, loss, and/or
damage must be maintained.The selected vendor will be held responsible for lost,
stolen and/or damaged original documents. The selected vendor will be assessed up
to $500 for a records box that is lost, stolen or damaged.
These documents contain sensitive information. Once the documents are in the
hands of the selected vendor, the selected vendor becomes solely responsible for
the security of the documents. The selected vendor will have to sign a non-
disclosure agreement regarding the contents of the documents scanned (see
Appendix A).
b) Tracking and Inventory of City Documents: The selected vendor will inventory and
acknowledge the receipt of all items received. Any discrepancies between the City’s
inventory transmittal and the items received by the Selected vendor are to be
resolved within ten calendar days. After scanning services have been completed the
selected vendor will be required to perform a final quality control step that
compares the final output to the manifest that City provided that selected vendor to
ensure every document has been digitized and indexed. The selected vendor must
provide to the City a report comparing the documents provided to the final output
with each product delivery. The City will implement this process in conjunction with
the contract and is open to process re-engineering as suggested by the selected
vendor.
c) Pick-Up and Delivery: The City and the awarded selected vendor will mutually
develop a procedure for pickup and delivery of documents if work is not done
onsite.
The safest method for pickup and delivery is for the selected vendor to pick up and
return documents. If this is not possible and records must be shipped, they must be
shipped with a reputable carrier that provides tracking.
d) Hard Copy Storage: The Selected vendor will maintain the City hard copy documents
in a secure environment while processing and until destroyed or returned to the
City. Please specify the max amount of time the records can be held at your facility
awaiting destruction or return after scanning and any costs associated with that
storage time.
2. Preparation Requirements:
a) The selected vendor shall perform document preparation as necessary to enable the
ability to scan. This includes removing all staples and paperclips, repairing torn
documents with non-reflective tape, straightening all folded documents and other-
wise make the documents ready for processing.
3. Quality and Production Requirements:
a) All data must be preserved in a form identical to, or functionally equal to, the
original record.
b) Scanned images shall be placed on a DVD, external hard drive, or other
appropriate approved media for delivery to the City. If possible, the preference
would be for the documents to be scanned directly into Laserfiche.
c) Each scanned image shall have a unique file name specified by the City. File naming
shall be in accordance with box and folder labelling and document title when
possible. When document title is not available, individual files shall be named in
numerical order in which they were originally filed.
d) Documents shall rotate to provide maximum readability (e.g. letters shall be
in proper orientation when document is displayed without rotation.)
e) Vendor shall use 300 dpi or higher.
f) The vendor shall not scan blank documents.
g) Vendor shall perform a consistency check on 20% of the images. This shall
include image clarity, orientation, and accuracy.
h) Post process digital images (cropping, deskewing, despeckling, image rotation).
i) A document may consist of one or many pages. If the document has more
than one page this document must be scanned as a single file multi-page
document.
j) Please specify if you will scan directly into the City Laserfiche application or if your
process is to scan documents using specified requirements and provide copies of the
documents for the City to upload into their applications.
4. Record Accessibility:
The City will require designated City Staff to have access to original City documents
supplied to the selected vendor for scanning services in the event a document is
needed. The selected vendor must provide the ability to locate and return to the City
any original document that is in the possession of the selected vendor within two
business days from the time of request of the City.
5. Records Destruction:
Once the City receives its scanned images and indexed files from the selected vendor
and has checked for both clarity and accuracy, the City may provide written approval to
the selected vendor to shred specified original documents. The City prefers the selected
vendor to do the shredding at the City location or at the selected vendor’s site, but the
City will permit the selected vendor to hire an outside vendor that will perform the
shredding.
The City will not permit its documents to be taken off the selected vendor’s site for
shredding. If the selected vendor hires an outside shredding vendor to do the shredding
on the selected vendor’s site, the outside shredding vendor must be bonded. In either
instance, the Selected vendor will be required to have at least one of their own
employees present during the shredding of all City documents.
Once the City documents have been destroyed, the selected vendor will be required to
provide the City with certificate of destruction that the selected vendor signs along with
a witness signature, verifying what documents have been destroyed, the date of
destruction, the approval to destroy document, and that the security of the documents
was safeguarded through the entire destruction process.
The City reserves the right to have its own designated employee(s) present during the
Selected vendor’s destruction process. The City also reserves the right to use a different
alternative for destruction of its documents if it is determined to be in the best interest
of the City.
Specifications:
Must meet or exceed the minimum specifications for use with Laserfiche. Quality control must
occur during all phases of scanning (prior, during, while updating metadata/indexing, and after
sending scanned documents to Laserfiche or emergency reporting.
Laserfiche: Laserfiche requires that documents be scanned in as a searchable PDF. All drawings
must be scanned in as PDF or TIF.
Non Laserfiche Documents: Documents need to be scanned as a searchable pdf.
1. Description of materials to be processed:
a) Source Documents:
• Large format drawings of various sizes;
• Index card, letter and legal size documents with largest being 11in. x 17in;
• Pictures;
• Spiral bound; and
• Tabbed binders.
b) Estimated Quantity: The following quantities are estimated. These figures are
estimates and the City reserves the right to adjust them up or down accordingly.
Unit costs to be quoted are based upon banker boxes with volume discounts
anticipated for higher quantities.
• Up to 850 standard banker boxes of materials
IV. PROPOSAL REQUIREMENTS
Firms 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.
a) Executive Summary
• Please include general information about the firm, such as: description of services
offered, total years in business, number of employees, office locations, basic
qualifications and name, phone number and email for authorized contact
concerning the proposal.
b) Firm/Individual Profile
• List persons who will work on this project, relevant experience and the role they
will play.
c) Proposed Project Work Plan
• Provide a description of your proposed solution and an outline detailing your
approach and concept for accomplishing this project.
• Include timelines for the project start to finish and address any
time/commitments you see City personnel needing to provide.
• Explain how you will handle the inventory, tracking, security, storage, destruction,
and processing of documents as requested in the various sections of the RFP.
• The City will provide detailed directions to the selected vendor to finalize the plan
for implementing the project.
d) Related Experience with Projects Similar to the Scope of Services
• Provide a list of a minimum of three (3) similar and relevant projects, together
with information on the project scope, common issues and services provided.
• Provide details on the amount of time needed to complete the projects.
e) References
• Provide client references, including names, titles, addresses, telephone and email
addresses for at least three (3) clients for which you performed similar services.
f) General and Technical Requirements
The following issues should be fully responded to in the proposal. Even though a question
could be answered with a “yes’ or “no” response the City requestes you respond in a
concise and narrative form where possible. Some questions may be answered in other
areas of the response. If so please identify the page where the answer is located.
1. If your company cannot do work onsite or the City decides to allow work offsite,
describe the security protocols your company follow to safeguard City documents and
the information contained within.
2. Please provide details on your company’s procedures for tracking inventory (your
customers documents) once they are picked up.
3. Does your company use its own vehicles to transport documents if work is done
offsite? Are your vehicles enclosed?
4. If the answer to question #3 is no, what carriers would you use to have our documents
shipped to your operation for processing and what services would you use to best
ensure safe delivery and return?
5. Please answer yes or no to the following requirements about the facility where the
documents will be stored and scanning services performed:
Air-conditioned ____ Yes ____ No
Security Alarm system ____ Yes ____ No
Fire sprinkler system ____ Yes ____ No
Is your fire sprinkler system a wet or dry system ____ Wet ____ Dry
Will all City records be kept two feet above the floor while in your
facility?__Yes__No
6. Explain your process for creating TIFF or PDF files and file indexing.
7. Has your company ever scanned documents and delivered them to a client using
Laserfiche? If so, how did you go about getting the documents into the Laserfiche
Archive?
8. Where are your offices located?
9. How is customer support handled in your organization?
10. What is the name of your imaging/scanning product if you don’t scan directly into
Laserfiche?
11. What types of images are supported by your system? Examples, TIFF, PDF etc.
12. What compression techniques are supported?
13. What size documents can your system handle?
14. What kind of imaging processing is scanner system capable of?
a. Can it perform thresholding, deskewing, OCR, dynamic image enhancement
and edge enhancement?
15. Is there an additional charge to reassemble in the same order and return to the City,
their documents/plans after scanning is complete?
16. After the City has received the scanned files and confirms that everything looks good,
what is the max time selected vendor will keep a copy of the City’s scanned files on
your system?
17. After the City has received the scanned files and confirms that everything meets the
required standards, what is the max time selected vendor will store hard copies of the
City’s documents while awaiting approval for destruction?
g) Price Proposal for Services
Provide pricing in the following format:
• Pricing for inventory, prepping and scanning/indexing services: Provide a total
price per banker box.
o Price this for both onsite and offsite if you provide both services.
• Pricing for document destruction: Provide a price per pound for all destruction
services.
• Specify additional pricing (if any) for other documents such as large format
drawings.
• Please specify any storage costs for selected vendor to house City Documents
while awaiting approval for destruction.
h) Affirmation of Nondiscrimination/Gender Pay (see Appendix B)
• Non-completion of the Affirmation of Nondiscrimination/Gender Pay may be
cause for disqualification of firms.
V. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS
EVENT DATE/TIME
Publication dates of RFP Sunday, September 26, 2021
Sunday, October 17, 2021
Deadline for receipt of proposals Thursday, October 28, 2021, at 4PM MDT
Evaluation of proposals TBD
Interviews (if necessary) and Selection of
consultants
TBD
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 Thursday, October 28, 2021,
at 4PM MDT. It is the sole responsibility of the proposing party to ensure 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.
VI. 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 3:00 PM MDT on Wednesday, October 20,
2021.
VII. CONTACT INFORMATION
Any administrative questions regarding proposal procedures should be directed to: City Clerk’s
Office, (406) 582-2320, agenda@bozeman.net
Questions relating to scope of services should be directed to: Mike Maas, City Clerk,
mmaas@bozeman.net.
VIII. 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. 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.”
IX. SELECTION CRITERIA
Proposals will be evaluated based on the following criteria:
• [10 points] Executive Summary
• [40 points] Qualifications of the Firm for Scope of Services; Cost
• [30 points] Proposal Requirements
• [20 points] Related Experience with Similar Projects
X. FORM OF AGREEMENT
The selected vendor will be required to enter into a contract with the City in substantially the
same form as the professional services agreement attached as Attachment C.
XI. 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 PROPOSALS CONFERS NO RIGHTS UPON
ANY RESPONDENT 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
PROPOSALS AT A LATER DATE.
A. 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.
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 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.
C. The City reserves the right to reject the proposal of any person/firm who previously
failed to perform properly to the satisfaction of the City, 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
D. The City reserves the right to determine the best qualified selected vendor and
negotiate a final scope of service and cost, negotiate a contract with another selected
vendor if an agreement cannot be reached with the first selected vendor, or reject all
proposals.
E. The professional services contract between the City and the successful selected vendor
will incorporate the selected vendor's scope of service and work schedule as part of the
agreement (see Appendix C for form of professional services agreement; The
professional services agreement presented to the selected vendor may differ from this
form as appropriate for the scope of services).
F. 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 Selected vendor, by submitting a response to this RFP, waives all right to protest
or seek any legal remedies whatsoever regarding any aspect of this RFP.
G. 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 vendors who submitted proposals will be notified using
email.
H. Projects under any contract are subject to the availability of funds.
XII. NONDISCRIMINATION AND EQUAL PAY 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.
The City also requires each entity submitting under this notice shall affirm 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.
XIII. 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.
XIV. ATTACHMENTS
The following exhibits are incorporated in this RFP:
Appendix A: Non Disclosure Agreement
Appendix B: Non-Discrimination Affirmation
Appendix C: Form of Professional Services Agreement
END OF RFP
APPENDIX A NON-DISCLOSURE AGREEMENT (TO BE ADDED)
APPENDIX B 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 selected vendor’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
APPENDIX C
Professional Services Agreement for Document Scanning and Destruction Services
Page 1 of 13
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.
APPENDIX C
Professional Services Agreement for Document Scanning and Destruction Services
Page 2 of 13
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.
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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, 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
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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
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
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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.
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;
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• 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 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
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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, 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
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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 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
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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 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
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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
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.
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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 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.
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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 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 ****
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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