HomeMy WebLinkAboutRFQ - Post Closure Landfill OMM 2024Page 1 of 14
REQUEST FOR QUALIFICATIONS (RFQ)
POST-CLOSURE LANDFILL OPERATIONS,
MAINTENANCE, AND MONITORING
CITY OF BOZEMAN
Bozeman, MT
City of Bozeman
PO Box 1230
Bozeman, MT 59771-1230
MAY 2024
Page 2 of 14
NOTICE IS HEREBY given that the City of Bozeman (City) is seeking qualifications from firms to perform
post-closure operations, maintenance, and monitoring at the two closed landfills in the city.
Copies of the Request for Qualifications 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 the City Clerks’ Office 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 RFQs via email to the City Clerk by June 21, 2024 at 3:00 PM 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 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 State of
Montana Equal Pay for Equal Work “best practices” website, or equivalent “best practices publication
and has read the material.
Failure to comply with the above may be cause for the City to deem the submittal non-responsive.
Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk
(406) 582-2321, agenda@bozeman.net.
Questions relating to the RFQ should be directed to: Cody Flammond, Engineer II, (406) 582-2287,
cflammond@bozeman.net.
DATED at Bozeman, Montana, this May 23, 2024.
Mike Maas
City Clerk
City of Bozeman
For publication on:
Saturday, May 25, 2024
Saturday, June 1, 2024
Saturday, June 8, 2024
Saturday, June 15, 2024
I. INTRODUCTION
The City of Bozeman (City), is seeking qualifications from firms to undertake post-closure operations,
maintenance, and monitoring at the two closed landfills in the City over a three (3) year period with the
option to extend the contract an additional two (2) years if mutually agreed by both parties. The closed
landfills in the City include the Story Mill Landfill located on Story Mill Road north of Mcllhattan Road and
the East Gallatin Landfill located by Glen Lake Rotary Park.
The City intends to select up to two qualified firms to enter into a formal agreement to perform the scopes
detailed in Sections II and III. Tasks will be assigned to the selected firms based on qualifications and
availability, as determined to be in the best interest of the City.
This RFQ 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 RFQ if it is in the City’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 RFQ,
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. SCOPE OF PROJECT - PROJECT BACKGROUND AND DESCRIPTION
Introduction
The City has two closed landfills for which it is responsible for post-closure monitoring and maintenance.
These include the Story Mill Landfill located on Story Mill Road north of Mcllhattan Road and the East
Gallatin Landfill located by Glen Lake Rotary Park.
The Story Mill Landfill operated from 1970 to 2008 and consists of two municipal solid waste cells, one
lined and one unlined. The unlined cell was closed in 1995. Post-closure corrective measures included a
vegetative cap and landfill gas extraction system with a flare. In 2016, the landfill gas extraction system
was expanded and a soil vapor extraction and air injection system were installed. The lined cell was
closed in 2008 with a vegetative cap. The liner system for this cell includes a leachate collection system
that discharges to the City’s municipal sanitary sewer system. In 2023, three landfill gas wells were
installed in the lined cell and connected to the existing landfill gas extraction system to further expand
landfill gas collection footprint.
The East Gallatin Landfill operated from 1962 to 1970. A vegetated cover was placed over the landfill
between 1988 and 1991. The site was investigated by EPA in 1983 and given a No-Further-Action
designation. Montana Department of Environmental Quality (MDEQ) has designated the site as a low
priority Comprehensive Environmental Cleanup and Responsibility Act (CECRA) facility. In response to
increased development in the surrounding area and on adjacent properties, the City performed a site
investigation in 2018 and began groundwater and soil vapor monitoring in 2021 in a proactive effort to
ensure the landfill remains in compliance with applicable standards.
The City’s closed landfills are regulated under different MDEQ programs. The Story Mill Landfill is
regulated under the Solid Waste Program and the East Gallatin Landfill is regulated under the State
Superfund Program. The City is seeking consultation from qualified firms to manage compliance with these
programs.
III. SCOPE OF SERVICES
The scope of services to be completed at the landfills include, but are not necessarily limited to the
following:
A. Story Mill Landfill
Task 1. Project management
o Scheduling of staff, equipment, and services, correspondence with the City
and regulatory agencies, and other tasks associated with managing the scope
of services.
o Semi-annual reporting to the City including work and cost projections,
summaries of work completed, and recommendations for future monitoring
and improvements.
Task 2. Perimeter methane monitoring and reporting
o Quarterly perimeter methane monitoring and reporting to the City, MDEQ,
and other necessary agencies.
Task 3. Semi-annual groundwater monitoring
o Semi-annual groundwater monitoring as outlined in the approved sampling
and analysis plan. In general, this includes measurement of water levels and
collection of water samples in 23 monitoring wells. Following each monitoring
event, a report shall be generated that summarizes the monitoring results and
provides statistical analysis of the constituents that exceed the regulatory
standards.
Task 4. Industrial Discharge Permit Monitoring and Reporting
o Quarterly monitoring of the leachate and condensate discharge point to the
sanitary sewer system per the Industrial User Discharge Permit and Fact Sheet.
Semi-annual reports complying with the discharge permit requirements must
be submitted to the City’s Pretreatment Coordinator.
Task 5. Landfill Gas Extraction System Operation and Maintenance
o Monthly monitoring and adjustment of the landfill gas extraction wells,
leachate pumps, and flare/compressor system, as well as, regular servicing of
the flare/compressor system.
Task 6. Soil Vapor Extraction and Air Injection System Operation and Maintenance
o Monthly monitoring and adjustment of the soil vapor extraction and air
injection wells.
Task 7. Data Management
o Storage and management of collected monitoring and adjustment data in a
database that is regularly maintained and provided to the City.
Task 8. Design and construction oversight of selected remediation system
improvements.
B. East Gallatin Landfill
Task 1. Project Management
o Project management including scheduling of staff, equipment, and services,
correspondence with the City and regulatory agencies, and other tasks
associated with managing the scope of services.
Task 2. Data Management
o Storage and management of collected monitoring data in a database that is
regularly maintained and provided to the City.
Task 3. Groundwater and Soil Vapor Monitoring
o Quarterly monitoring of existing groundwater and soil vapor monitoring wells
in accordance with the Corrective Action Plan.
Task 4. Data Summary Report and CAP Update
o Annual preparation of a data summary report summarizing the year’s activities
and monitoring results as well as recommendations for future monitoring and
improvements that will submitted to the City and the Department of
Environmental Quality.
o Updates to the Corrective Action Plan as necessary.
Task 5. Other potential required services
o Residential indoor air assessments of neighboring residences.
o Additional soil gas and groundwater investigation on neighboring properties
o Remedial alternatives analysis for remediation of groundwater and soil vapor.
o Design and construction oversight of selected remedial alternatives.
IV. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS
Deliver RFQs via email to the City Clerk (agenda@bozeman.net) by June 21st at 3:00 PM 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. All proposals must be provided as a
single, searchable PDF document file and be submitted digitally as an email attachment to the RFQ
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 RFQ title, company name and due date/time. File sizes
greater than 25MB in size may be uploaded to an alternate submission method 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.
A. Contact Information
ALL QUESTIONS AND CONTACTS REGARDING THIS RFQ MUST BE SUBMITTED IN WRITING TO:
Cody Flammond
P.O. Box 1230
Bozeman, MT 59771-1230
(406) 582-2287
cflammond@bozeman.net
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 5:00 PM MDT on June 7, 2024.
B. Selection Timeline
Advertising dates: May 25, June 1, 8 and 15, 2024
Receipt of Questions: No later than 5:00 p.m. MDT June 7, 2024
City Response to Questions: No later than 5:00 p.m. MDT June 14, 2024
Receipt of RFQs: No later than 3:00 p.m. MDT June 21, 2024
RFQ Review Complete by Committee: June 28, 2024
Selection: July 5, 2024
With the exception of the advertising dates and advertised due date, the City reserves the right to
modify the above timeline.
V. SELECTION PROCEDURE
A. STATEMENT OF QUALIFICATIONS
Respondents must comply with the mandatory requirements provided in this solicitation.
The selection process shall be conducted pursuant to all applicable Montana law including
those criteria set forth in §18-8-204, MCA and applicable City policy.
1. Evaluation of RFQs. The selection committee shall consist of no less than
three persons representing the City. The selection committee will review
conforming RFQ responses using the criteria listed above. RFQ responses that do
not contain the required documentation will be deemed nonresponsive to this
solicitation and may be rejected.
2. Revisions. Responses will be accorded fair and equal treatment with
respect to opportunity for discussion and revision of responses, and such revisions
may be permitted, after submissions and prior to award for the purpose of
obtaining best and final responses.
3. Evaluation & Elimination. After evaluating all conforming responses based
on the criteria herein the selection committee may eliminate one or more or all
Respondents from further review if they do not meet the qualification criteria
specified herein. Any Respondents eliminated by the selection committee, at any
time, or for any reason, shall have no opportunity to make revisions or participate
further in the selection process.
4. Selection and Final Recommendation. The selection committee will tally
the scores for the RFQ. At that time contract negotiations will take place between
the City and successful Respondents.
B. RFQ – FORM AND CONTENTS
Deliver one (1) digital copy prepared as follows:
i. General Instructions:
a. RFQ responses must be signed by an officer or principal of your firm.
b. RFQ responses must be contained in a single searchable PDF document not to
exceed 20 pages total including whatever pictures, charts, graphs, tables, and
text the firm deems appropriate to be part of the review of the firm's
qualifications. A separate transmittal letter, cover page, cover sheets, and
dividers are exempted from the page limit. A page will be considered standard
letter size.
ii. Firm Information:
a. Experience. Respondent must demonstrate successful experience and capacity
to act as a contractor on projects of similar size, type and complexity. Provide
the name and location of each project, the client, and the contact person and
phone number. Describe experience and qualifications of the professional
personnel to be assigned to this project. Describe your recent and current work
for the City of Bozeman, if any.
b. Firm Background. Provide information about the firm, including location.
Describe the firm’s history. Include information identifying the firm’s annual
volume of business, financial/bonding capacities, and speak to the firm’s
stability in the marketplace. Information identifying the firm’s strengths and
weaknesses along with special capabilities that may be appropriate to the
Project will assist in the evaluation.
c. Firm Workload. Provide the status of current and anticipated work within the
firm in terms of time and magnitude for the anticipated Project schedule as it
relates to availability of key personnel and your firm. Describe the firm’s
capability to meet time and project budget requirements.
d. Claims. At any time in the last ten (10) years has your firm been assessed and
paid liquidated damages after completion of a project under a contract with a
public owner?
e. References. Provide detailed contact information to the City for at least three
(3) projects undertaken by your firm within the past five years.
C. EVALUATION CRITERIA
Qualifications will be evaluated by the Selection Committee who will individually score
them out of a total of 100 possible points based on the criteria below. The scoring criteria
and possible point values are:
1. Respondent’s experience with projects of similar size and design:
Possible Points: 40
2. Firm’s Qualifications:
Possible Points: 20
3. Respondent’s approach to the work:
Possible Points: 20
4. Present and projected workloads:
Possible Points: 10
5. Past projects/experience working with the City of Bozeman:
Possible Points: 5
6. Office(s) location:
Possible Points: 5
VI. FORM OF AGREEMENT
The contract document is included with this RFQ. RFQ submission should include any requested
revisions to the contract's standard terms and conditions. The contract documents will be finalized
during contract negotiations.
VII. CITY RESERVATION OF RIGHTS
All proposals submitted in response to this RFQ 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 RFQ 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 RFQ, all Respondents who submitted will be notified using email.
B. The City reserves the right to accept or reject any and all submissions; to add or delete
items and/or quantities; to amend the RFQ; to waive any minor irregularities,
informalities, or failure to conform to the RFQ; 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 RFQ and if multiple awards are
determined by the City to be in the public interest.
C. The City reserves the right to reject the submission 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 submission 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 Respondents and negotiate
a final scope of service and cost, negotiate a contract with another Respondents if an
agreement cannot be reached with the first selected Respondents, or reject all
proposals.
E. The successful Respondents will be required to enter into a contract with the City,
which will incorporate the Respondents' scope of service and work schedule as part of
the agreement.
F. This RFQ does not commit the City to award a contract. The City assumes no liability or
responsibility for costs incurred by Respondents in responding to this request for
qualifications, additional data, or other information with respect to the selection
process, prior to the issuance of an agreement, contract or purchase order. The
Respondents, by submitting a response to this RFQ, waives all right to protest or seek
any legal remedies whatsoever regarding any aspect of this RFQ.
G. This project is subject to the availability of funds.
VIII. 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.
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 State of
Montana Equal Pay for Equal Work “best practices” website, or equivalent “best practices publication
and has read the material.
IX. 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 SOQ 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.
X. ATTACHMENTS
The following exhibits are incorporated in this RFQ:
Attachment A: Non-Discrimination Affirmation
Attachment B: Professional Services Agreement
END OF RFQ
Attachment 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
Attachment B
Professional Services Agreement
Professional Services Master Task Order Agreement Page 1 of 12
PROFESSIONAL SERVICES MASTER TASK ORDER AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2024 (“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, [INSERT CONTRACTOR LEGAL NAME and MAILING ADDRESS], hereinafter referred to as “Contractor.”
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to enter into this agreement with Contractor to provide a range of professional and technical services related to operations and maintenance of the City of Bozeman’s closed landfills, as requested by the City through issuance of individual, consecutively numbered Task Orders on an as needed and requested basis.
2. Term/Effective Date: This Agreement is effective upon the date of its execution
and will expire on June 30th, 2027, unless extended or terminated as specifically provided for
within the agreement.
3. Scope of Work: Contractor will perform the work and provide the services in accordance with the specific services and corresponding cost and schedule as mutually agreed upon
by City and Contractor and included in each individual Task Order executed under the authority of
this Agreement. Task Orders shall be in a format similar to EXHIBIT A, attached and made part of this Agreement. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs.
4. Payment: The terms of compensation to Contractor shall be agreed upon and
included in each Task Order. City agrees to pay Contractor the amount specified in the individual
Task Orders. 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,
Professional Services Master Task Order Agreement Page 2 of 12
Contractor makes the following representations:
a. For each individual Task Order, Contractor will familiarize itself with the nature
and extent of the assignment, 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 and will provide a mutually agreeable Scope of Services for each Task Order.
b. Contractor represents to City that it has the experience and ability to perform the
services required by this Agreement; that it will perform said services in a professional, competent
and timely manner and with diligence and skill ordinarily used by member in the same profession
practicing at the same time and in the same locality; 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 standard of care.
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.
Contractor shall indemnify, 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.
Professional Services Master Task Order Agreement Page 3 of 12
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 and 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; (ii) any negligent, reckless, or intentional misconduct of any of the
Contractor’s agents;
For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence
or willful misconduct of the Contractor or Contractor’s agents or employees. Defense obligation under this indemnity paragraph means only the reimbursement of reasonable defense costs to the proportionate extent of the Contractor’s actual liability obligation hereunder.
Such obligations shall not be construed to negate, abridge, or reduce other rights or
obligations of indemnity that would otherwise exist. The indemnification obligations of this
Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of
the indemnitee(s) which would otherwise exist as to such indemnitee(s).
Contractor’s indemnity under this Section shall be without regard to and without any right
to contribution from any insurance maintained by City.
Should any indemnitee described herein be required to bring an action against the
Contractor to assert its right to defense or indemnification under this Agreement or under the
Contractor’s applicable insurance policies required below the indemnitee shall be entitled to
recover reasonable costs and attorney fees incurred in asserting its right to indemnification or
defense but only if a court of competent jurisdiction determines the Contractor was obligated to
defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s)
thereof.
In the event of an action filed against City resulting from the City’s performance under this
Professional Services Master Task Order Agreement Page 4 of 12
Agreement, the City may elect to represent itself and incur all costs and expenses of suit.
Contractor also waives any and all claims and recourse against the City or its officers,
agents or employees, including the right of contribution for loss or damage to person or property
arising from, growing out of, or in any way connected with or incident to the performance of this
Agreement except “responsibility for his own fraud, for willful injury to the person or property of
another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA or caused by
the “negligence, recklessness, or intentional misconduct” of the City or the City’s officers,
employees, or agents as per 28-2-2111 MCA.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above, Contractor shall at Contractor’s expense
secure insurance coverage through an insurance company or companies duly licensed and
authorized to conduct insurance business in Montana which insures the liabilities and obligations
specifically assumed by the Contractor in this Section. The insurance coverage shall not contain
any exclusion for liabilities specifically assumed by the Contractor in subsection (a) of this Section.
The insurance shall cover and apply to all claims, demands, suits, damages, losses, and
expenses that may be asserted or claimed against, recovered from, or suffered by the City without
limit and without regard to the cause therefore and which is acceptable to the City and Contractor
shall furnish to the City an accompanying certificate of insurance and accompanying endorsements
in amounts not less than as follows:
• Workers’ Compensation – statutory;
• Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
• Automobile Liability - $1,000,000 property damage/bodily injury per accident;
$1,000,000 annual aggregate; and
• Professional Liability - $2,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers,
agents, and employees, shall be endorsed as an additional or named insured on a primary non-
contributory basis on both the Commercial General and Automobile Liability policies. The
insurance and required endorsements must be in a form suitable to City and shall include no less
than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance
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coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City
within two (2) business days of Contractor’s receipt of notice that any required insurance coverage
will be terminated or Contractor’s decision to terminate any required insurance coverage for any
reason.
The City must approve all insurance coverage and endorsements prior to the
Contractor commencing work.
8. Termination for Contractor’s Fault:
a. If Contractor refuses or fails to timely do the work, or any part thereof, or
fails to perform any of its obligations under this Agreement, or otherwise breaches any
terms or conditions of this Agreement, the City may, by written notice, terminate this
Agreement or any individual Task Order under 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 a termination pursuant to this Section 8, Consultant shall
provide all collected data to the City.
e. 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 or any Task Order under 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
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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 or any Task Order under this Agreement and make every reasonable effort
to refrain from continuing work, incurring additional expenses or costs under this
Agreement or any Task Order 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. In the event of a termination pursuant to this Section 9, Contractor shall provide all collected data to the City.
e. 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 ten (10) days of the facts and circumstances giving rise to the
claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights
to assert such claim.
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11. Representatives and Notices:
a. City’s Representative: The City’s Representative for the purpose of this
Agreement shall be Cody Flammond 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, Consultant 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 [INSERT CONTRACTOR REPRESENTATIVE] 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.
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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.
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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, amended or altered except by written agreement signed by both parties hereto. The Contractor
may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement.
17. Reports/Accountability/Public Information: Contractor agrees to develop and/or
provide documentation as requested by the City demonstrating Contractor’s compliance with the
requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that
the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
Contractor shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
18. Non-Waiver: A waiver by either party any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other party’s right to enforce such
term or conditions or to pursue any available legal or equitable rights in the event of any subsequent
default or breach.
19. Attorney’s Fees and Costs: That in the event it becomes necessary for either Party of this Agreement 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
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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 to be construed as a part of the Agreement or as a limitation on the scope of the particular
paragraphs to which they refer.
24. Severability: If any portion of this Agreement is held to be void or unenforceable,
the balance thereof shall continue in effect.
25. Applicable Law: The parties agree that this Agreement is governed in all respects
by the laws of the State of Montana.
26. Binding Effect: This Agreement is binding upon and inures to the benefit of the
heirs, legal representatives, successors, and assigns of the parties.
27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or
enforced by a third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained therein or made a part thereof
by reference, are not binding upon the parties. There are no understandings between the parties
other than as set forth in this Agreement. All communications, either verbal or written, made prior
to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part
of this Agreement by reference.
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30. Standard of Care: In providing services under this Agreement, Consultant will
perform in a manner consistent with the degree of care and skill ordinarily exercised by members
of the same profession currently practicing under similar circumstances. If any service should be found to be not in conformance with this standard, the Consultant shall, at the City’s request, re-perform the service at its own expense. Consultant shall also, at its own expense, make such changes, modifications or additions to the project which are made necessary as a result of the initial
non-performance or the re-performance of services. The City’s rights herein are in addition to any
other remedies the City may have under the law 31. Ownership and Reuse of Documents: Upon payment in full by City to Consultant for all monies due Consultant under this Agreement, Consultant’s work products produced under
this Agreement shall become the sole property of the City. The City’s use, reuse, alteration, or
modification of the work products will be at City’s sole risk and without liability or legal exposure to Consultant or to its officers, directors, members, partners, agents, employees, and consultants. 32. 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.
33. Extensions: This Agreement may, upon mutual agreement, be extended for a period
of two years by written agreement of the Parties. In no case, however, may this Agreement run
longer than five years.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
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IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
CITY OF BOZEMAN, MONTANA ____________________________________
CONTRACTOR (Type Name Above)
By________________________________ By_________________________________
Chuck Winn, Interim City Manager
Print Name:_________________________
Print Title: __________________________
APPROVED AS TO FORM:
By_______________________________
Greg Sullivan, Bozeman City Attorney