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REQUEST FOR PROPOSALS (RFP)
REQUEST FOR PROPOSALS
FOR UNDERWRITING THE ISSUANCE OF GENERAL OBLIGATION DEBT
FOR THE CITY OF BOZEMAN, MONTANA
CITY OF BOZEMAN
Bozeman, MT
City of Bozeman
PO Box 1230
Bozeman, MT 59771-1230
March 2022
NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms for underwriting
services related to the issuance of up to $9,010,000 General Obligation bonds to facilitate the relocation
of Fire Station #2 and the repairs to various recreation facilities. In November 2021, the City’s voters
approved two separate authorizations for the issuance of general obligation debt: the issuance of up to
$6,730,000 principal for the relocation of the existing Fire Station #2, and the issuance of up to
$2,280,000 principal for improvements to three existing recreation facilities (Bogert Pool, Swim Center,
and Lindley Recreation Center.)
The successful firm will be required to coordinate work with the City’s Bond Counsel, Dorsey & Whitney,
LLP, Missoula, MT.
Copies of the Request for Proposals are available on the City’s website.
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 April 15, 2022 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 the State of Montana Equal Pay for Equal Work “best practices” website or equivalent “best
practices publication and has read the material.
Any administrative questions regarding proposal procedures should be directed to: Mike Maas,
City Clerk (406) 582-2320, agenda@bozeman.net.
For additional information on this RFP, contact Rachel Harlow-Schalk, Interim Finance Director,
406-582-2318, rharlow-schalk@bozeman.net.
DATED at Bozeman, Montana, this 24 day of March, 2022.
City Clerks’ Office
City of Bozeman
For publication on:
Sunday, March 27, 2022
Sunday April 3, 2022
I. INTRODUCTION
The City of Bozeman (Owner), is seeking proposals from firms to undertake underwriting services
related to the issuance of up to $9,010,000 General Obligation bonds to facilitate the relocation
of Fire Station #2 and the repairs to various recreation facilities. In November 2021, the City’s
voters approved two separate authorizations for the issuance of general obligation debt.
The Owner intends to enter into a contract with the selected firm that will include the issuance of up to
$6,730,000 principal for the relocation of the existing Fire Station #2, and the issuance of up to
$2,280,000 principal for improvements to three existing recreation facilities (Bogert Pool, Swim Center,
and Lindley Recreation Center.)
The successful firm will be required to coordinate work with the City’s Bond Counsel, Dorsey & Whitney,
LLP, Missoula, MT.
This RFP shall not commit the Owner 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 Owner 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 Owner, 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 of Bozeman (City) is requesting proposals for underwriting services related to the issuance of
up to $9,010,000 General Obligation bonds to facilitate the relocation of Fire Station #2 and the repairs
to various recreation facilities. In November 2021, the City’s voters approved two separate
authorizations for the issuance of general obligation debt: the issuance of up to $6,730,000 principal
for the relocation of the existing Fire Station #2, and the issuance of up to $2,280,000 principal for
improvements to three existing recreation facilities (Bogert Pool, Swim Center, and Lindley Recreation
Center.)
The successful firm will be required to coordinate work with the City’s Bond Counsel, Dorsey & Whitney,
LLP, Missoula, MT.
III. SCOPE OF SERVICES
1. ANTICIPATED PROFESSIONAL SERVICES AGREEMENT- Attached is the anticipated Professional
Services Agreement that the City will seek to enter into upon successful selection and negotiation
with a vendor. If there are any objections to the terms contained in the agreement, those
objections must be noted and submitted with your Proposal packet. All vendors responding with
a proposal should be prepared to execute the anticipated Professional Services Agreement.
2. RESERVATION OF RIGHTS; LIABILITY WAIVER -All proposals submitted in response to this RFP
become the property of the City and public records and, as such, may be subject to public
review.
The City reserves the right to accept or reject any and all proposals; to add or delete items and/or
quantities; to amend the RFP; to waive any minor irregularities, informalities, or failure to conform
to the RFP; to extend the deadline for submitting proposals; to postpone award for up to 30 days;
to award one or more contracts, by item or task, or groups of items or tasks, if so provided in the
RFP and if multiple awards or phases are determined by the City to be in the public interest; and
to reject, without liability therefore, any and all proposals upon finding that doing so is in the
public interest.
The City of Bozeman reserves the right to reject the proposal of any person/firm who previously
failed to perform properly to the satisfaction of the City of Bozeman, or complete on time
agreements of similar nature, or to reject the proposal of any person/firm who is not in a position
to perform such an agreement satisfactorily as determined by the City of Bozeman.
The City of Bozeman reserves the right to determine the best qualified consultant and negotiate
a final scope of service and cost, negotiate a contract with another consultant if an agreement
cannot be reached with the first selected consultant, or reject all proposals. The professional
services contract between the City of Bozeman and the successful consultant will incorporate the
consultant’s scope of service and work schedule as part of the agreement (see Attachment 2 for
form of professional services agreement).
This RFP does not commit the City to award a contract. The City assumes no liability or
responsibility for costs incurred by firms in responding to this request for proposals or request for
interviews, additional data, or other information with respect to the selection process, prior to
the issuance of an agreement, contract or purchase order. The proposer, by submitting a response
to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect
of this RFP.
The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited
to: selection procedures, submittal date, and submittal requirements. If the City cancels or revises
this RFP, all proposers who submitted proposals will be notified using email.
This project is subject to the availability of funds.
3. CONFIDENTIALITY AND DISCLOSURE OF INFORMATION - Upon completion of negotiations or a
determination that no proposals will be pursued, one copy of each submitted proposal shall be
retained for the official files of the City and will be considered a public record.
4. NO PARTNERSHIP/BUSINESS ORGANIZATION - Nothing in this RFP or in any subsequent
agreement, or any other contract entered into as a result of this RFP, shall constitute, create, give
rise to or otherwise be recognized as a partnership or formal business organization of any kind
between or among the City and respondent proposer.
5. EMPLOYMENT RESTRICTION AND INDEMNITY - No person who is an owner, officer, employee,
contractor, or consultant of a proposer shall be an officer or employee of the City. No rights of
the City’s retirement or personnel rules accrue to a proposer, its officers, employees, contractors,
or consultants. Proposers shall have the responsibility of all salaries, wages, bonuses, retirement,
withholdings, worker’s compensation and occupational disease compensation, insurance,
unemployment compensation other benefits and taxes and premiums appurtenant thereto
concerning its officers, employees, contractors, and consultants. Each proposer shall save and
hold the City harmless with respect to any and all claims for payment, compensation, salary,
wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease
compensation, insurance, unemployment compensation other benefits and taxes and premiums
in any way related to each proposer’s officers, employees, contractors and consultants.
6. 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
7. GOVERNING LAW - This RFP and any disputes arising hereunder or under any future agreement
for the sale and purchase of shares, interests, or rights shall be governed hereafter and construed
and enforced in accordance with the laws of the State of Montana, without reference to principles
of choice or conflicts of laws.
8. MISCELLANEOUS - No conversations or agreements with any officer, employee, or agent of the
City shall affect or modify any term of this RFP. Oral communications or any written/email
communication between any person and the designated contact City staff shall not be considered
binding.
IV. PROPOSAL REQUIREMENTS
Firms submitting proposals shall respond to the following items.
1. Provide a description of your firm’s experience in providing underwriting services to local
governments for comparably sized issues in the past three years. Please provide names,
addresses, and phone numbers of contact persons and names and statements of experience of
all persons who will participate in the underwriting services and descriptions of the role each will
play. Include evidence of required licenses. Briefly describe the work performed, including the
dollar amount of the issues represented or other financing.
a. List your most recent underwritings within the State of Montana.
b. List your most recent underwritings outside Montana, within the Rocky Mountain Region
(Colorado, Idaho, Nevada, Utah, Washington, & Wyoming).
2. Outline your firm’s experience during the past two years with the major rating agencies. Discuss
this experience and its applicability to the City, in the context of this underwriting.
3. Provide a listing of the Sources and Uses of Funds for the anticipated underwriting, including the
proposed underwriters discount.
4. Provide financing schedules that show Proposed Bond Structure, Interest Rates, Estimated Costs
of Issuance, and Resulting Net Present Value Savings.
a. The Net Present Value Savings should assume level debt service and be expressed both
as a dollar amount and as a percent of the Bonds.
b. For the Present Value analysis, use the bond yield as the discount factor.
5. Describe ability to help in preparation of offering statements and if there is a need for the City to
provide disclosure counsel to ensure state specific requirements.
6. Provide a proposed timeline for completion of this underwriting.
7. Describe any relevant terms and conditions for the proposal.
8. Affirmation of Nondiscrimination (see Appendix A)
Non-completion of the Affirmation of Nondiscrimination is cause for disqualification of
firms.
V. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS
EVENT DATE/TIME
Publication dates of RFP Sunday, March 27, 2022
Sunday April 3, 2022
Deadline for receipt of proposals April 15, 2022
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 April 15, 2022 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.
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 3:00PM MDT on April 8, 2022.
VII. 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: Rachel Harlow-Schalk, Interim
Finance Director, 406-582-2318, rharlow-schalk@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 of Bozeman. The selection of interview candidates will be based
on an evaluation of the written responses to the RFPs.
All submitted proposals must be complete and contain the information required as stated in the
"Request for Proposals.”
IX. SELECTION CRITERIA
The City will select the proposal from the lowest most responsible bidder. This will be determined by
the following factors:
1. Experience in Municipal Bond Underwritings in Montana or Rocky Mountain Region, and
2. Experience in Underwriting General Obligation Bonds, and
3. Estimated Net Present Value Savings, and
4. Any other factors necessary to establish the “lowest most responsible bidder.”
X. FORM OF AGREEMENT
The Contractor will be required to enter into a contract with the City in substantially the same
form as the professional services agreement attached as Attachment B.
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 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.
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 of Bozeman reserves the right to reject the proposal of any person/firm who
previously failed to perform properly to the satisfaction of the City of Bozeman, or
complete on time agreements of similar nature, or to reject the proposal of any
person/firm who is not in a position to perform such an agreement satisfactorily as
determined by the City of Bozeman.
D. The City of Bozeman reserves the right to determine the best qualified Contractor and
negotiate a final scope of service and cost, negotiate a contract with another Contractor
if an agreement cannot be reached with the first selected Contractor, or reject all
proposals.
E. The professional services contract between the City of Bozeman and the successful
Contractor will incorporate the Contractor's scope of service and work schedule as part
of the agreement (see Appendix B for form of professional services agreement. The
professional services agreement presented to the Contractor may differ from this form
as appropriate for the scope of services).
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 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.
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 Contractors 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 is an Equal Opportunity Employer.
Discrimination in the performance of any agreement awarded under this RFQ 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 RFQ 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 the State of Montana Equal Pay for Equal Work “best practices” website or equivalent “best
practices publication and has read the material.
Any administrative questions regarding proposal procedures should be directed to: Mike Maas,
City Clerk (406) 582-2320, agenda@bozeman.net.
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-Discrimination Affirmation
Appendix B: Form of Professional Services Agreement
END OF RFP
Appendix A
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 or equivalent “best practices publication and has read the material.
______________________________________
Name and title of person authorized to sign on behalf of submitter
Appendix B
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.
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’
compensation insurance in the State of Montana; or (2) proof of exemption from workers’
compensation granted by law for independent contractors.
In the event that, during the term of this Agreement, any labor problems or disputes of
any type arise or materialize which in turn cause any services to cease for any period of time,
Contractor specifically agrees to take immediate steps, at its own expense and without
expectation of reimbursement from City, to alleviate or resolve all such labor problems or
disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor;
provided, however, that Contractor shall bear all costs of any related legal action. Contractor
shall provide immediate relief to the City so as to permit the services to continue at no additional
cost to City.
Contractor shall indemnify, defend, and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in
connection with any labor problems or disputes or any delays or stoppages of work associated
with such problems or disputes.
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.
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 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:
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.
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 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 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 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
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