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HomeMy WebLinkAboutWTP Oncall Eng Serv RFQPage 1 of 12 REQUEST FOR QUALIFICATIONS (RFQ) WATER TREATMENT DIVISION ON-CALL ENGINEERING SERVICES CITY OF BOZEMAN Bozeman, MT City of Bozeman PO Box 1230 Bozeman, MT 59771-1230 November 2024 Page 2 of 12 NOTICE IS HEREBY given that the City of Bozeman (Owner) is seeking qualifications from firms to provide professional engineering services necessary to support the operation and maintenance of the City’s Water Treatment Division Facilities. Engineering services will be requested on an on-call or task order basis and could include a wide variety of items including, but not limited to design, equipment selection, bidding, construction administration, process troubleshooting and optimization, industrial automation and controls, and safe drinking water act compliance. Engineering firms responding to this RFQ must demonstrate a familiarity and depth of knowledge with membrane water filtration and conventional water treatment plants, as well as water diversion, transmission and storage facilities, and exhibit a breadth of experience across relevant engineering disciplines. The selected engineering firm will be expected to mobilize quickly to provide engineering services in a timely fashion. Copies of the Request for Qualifications are available on the City’s website at https://www.bozeman.net/government/city-clerk/bids-rfps-rfqs. 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 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 RFQ 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 RFQ responses via email to the City Clerk by December 6th , 2024 at 3:00PM MST. 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: procurement@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, https://equalpay.mt.gov/BestPractices/Employers, 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 submittal procedures should be directed to: Mike Maas, City Clerk (406) 582-2321, procurement@bozeman.net. Questions relating to the RFQ should be directed to: Griffin Nielsen, Water Resource Engineer, (406) 582- 2279, gnielsen@bozeman.net. DATED at Bozeman, Montana, this November 16th , 2024. Mike Maas City Clerk City of Bozeman For publication on: Saturday, November 16th , 2024 Saturday, November 30th , 2024 I. INTRODUCTION The City of Bozeman, is seeking qualifications from firms to provide professional engineering services necessary to support the operation and maintenance of the City’s Water Treatment Division Facilities. Engineering services will be requested on an on-call or task order basis and could include a wide variety of items including, but not limited to design, equipment selection, bidding, construction administration, process troubleshooting and optimization, industrial automation and controls, and safe drinking water act compliance. Engineering firms responding to this RFQ must demonstrate a familiarity and depth of knowledge with membrane water filtration and conventional water treatment plants, as well as water diversion, transmission and storage facilities, and exhibit a breadth of experience across relevant engineering disciplines. The selected engineering firm will be expected to mobilize quickly to provide engineering services in a timely fashion. The City intends to enter into a Professional Services Master Task Order Agreement term contract with selected firms and negotiate scope and fee for individual task orders as needs for engineering services arise and budget is available. The initial term of the contract will be for three years. Options for up to two year extensions beyond the initial term of the contract will be included in the agreement if agreed upon by both parties. II. SCOPE OF SERVICES Responses to this RFQ must display the qualifications and experience of the consultant for the items listed below. These items are not intended to be exhaustive, but rather are generally germane to the types of projects and activities the consultant may be tasked with over the contract term. The Statement of Qualification (SOQ) must demonstrate a deep and broad level of engineering experience relevant to the operations and maintenance of the City’s water treatment facilities. • Membrane plant water filtration; • Conventional water treatment; • Treatment process optimization and troubleshooting; • Surface water diversion and water transmission; • Hydraulic modeling; • Steel or concrete water storage tank structural evaluations; • Flow and pressure control valves; • Chemical feed systems; • Major equipment specification and/or principal vendor selection; • Industrial automation and controls; • Construction sequencing; • Regulatory agency approvals; • Preparation of contract documents, bidding phase services, construction administration and inspection; • Effluent flow monitoring and surface water flow monitoring; • Sludge treatment and waste stream optimization; • Dam inspection, structural assessment, hazard classification and rehabilitation design; • Geotechnical slope stability and stabilization analysis; • Safe Drinking Water Act compliance; • Streambank stabilization, restoration and stream permitting (404 permit, 318 authorization, section 401 authorization, SPA 124 permit, floodplain permitting). • Vertical and horizontal asset condition assessment and asset management support; • Groundwater Treatment and Permitting; The SOQ must identify any particular items or engineering disciplines that will not be provided by the prime consultant. Sub-consultants may be utilized to bolster areas of expertise for which the prime consultant lacks pertinent experience. Respective roles of the consultant team must be clearly set forth in the SOQ project management chart and a portfolio of past projects for which the team has worked shall be given. III. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS Deliver RFQ responses to the City Clerk (procurement@bozeman.net) by December 6th , 2024 at 3:00 PM MST. It is the sole responsibility of the submitting party to ensure that proposals are received prior to the closing time. 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 RFQ 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 RFQ 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. A. Contact Information ALL QUESTIONS AND CONTACTS REGARDING THIS RFQ MUST BE SUBMITTED IN WRITING TO: Griffin Nielsen, Water Resource Engineer P.O. Box 1230 Bozeman, MT 59771-1230 (406) 582-2279 gnielsen@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 11:59 PM MST on December 2, 2024. Responses will be published by 11:59 PM MST on December 4, 2024. B. Selection Timeline EVENT DATE/TIME Advertising Dates November 16, 2024 and November 30, 2024 Deadline for RFQ Questions & Clarifications December 2, 2024 at 11:59:00 PM MST City Response to Questions & Clarifications December 4, 2024 at 11:59:00PM MST Deadline for RFQ Submittals December 6, 2024 at 3:00PM MST Evaluations of RFQ Responses December 6 to 17, 2024 Selection December 19, 2024 With the exception of the advertising dates and advertised due date, the City reserves the right to modify the above timeline. IV. 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. 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. 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 Respondent. The City may negotiate a contract with the next highest ranked Respondent if a contract cannot be made. B. RFQ – FORM AND CONTENTS Deliver one (1) original digital copy (via email), prepared as follows: 1. General Instructions: a. RFQ responses must contain a cover letter signed by an officer or principal of your firm. b. RFQ responses must be contained in a single searchable PDF document not to exceed 15 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 cover letter, cover page, cover sheets, dividers and resumes are exempted from the page limit. 2. Firm Information: a. Experience. Respondent must demonstrate successful experience and capacity to act as an engineering consultant 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 by providing resumes. 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. 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 as it relates to availability of key personnel and your firm. Describe the firm’s capability to meet time and project budget requirements. d. References. Provide detailed contact information for the Owner for at least five (5) project undertaken by your firm within the past five years. C. EVALUATION CRITERIA These criteria are not assigned point values for relative weighting in the evaluation and ranking process. A City selection committee will review and evaluate the submission as a whole to assign proposal rankings from most- to least-qualified: 1. Respondent’s experience with projects of similar size and design: 2. Firm’s Qualifications: 3. Capabilities to meet time schedule and project budget requirements. 4. Present and projected workloads: 5. Past projects/experience working with the City of Bozeman: 6. Office(s) location: The Respondent(s) whose submission is determined by the selection committee to be most qualified will be selected to enter into contract negotiations with the City. The selection committee may choose to select multiple firms for contract negotiations if it believes the City will receive superior service and results compared to the selection of a single firm. V. FORM OF AGREEMENT The template contract of the Professional Services Master Task Order Agreement is include as Attachment B. Respondent(s) are notified that the form of the contract must be substantially similar to template. Individual task order scope, fee, and payment terms will be negotiated as needs for professional services arise over the course of the term contract. VI. 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 amend the RFQ; to waive any minor irregularities, informalities, or failure to conform to the RFQ; and to extend the deadline for submitting proposals; to award one or more contracts 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 to 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, that it finds acceptable. F. The City assumes no liability or responsibility for costs incurred by Respondents in responding to this request for qualifications or request for interviews, additional data, or other information with respect to the selection process and contract negotiation. 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. VII. NONDISCRIMINATION AND EQUAL PAY POLICY The City of Bozeman requires each entity submitting under this notice shall affirm, on a separate form included as Attachement A, that it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, sexual preference, gender identity, or disability in fulfillment of a contract entered into for the services identified herein and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts it enters into in the fulfillment of the services identified herein. Failure to comply with this requirement shall be cause for the submittal to be deemed nonresponsive. The City also requires each entity submitting under this notice shall affirm it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and has visited the State of Montana Equal Pay for Equal Work “best practices” website, https://equalpay.mt.gov/BestPractices/Employers, or equivalent “best practices publication and has read the material. VIII. 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, David Arnado, 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. IX. ATTACHMENTS The following exhibits are incorporated in this RFQ: Appendix A: Non-Discrimination Affirmation Appendix B: Tempate Contract – Professional Services Master Task Order 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, https://equalpay.mt.gov/BestPractices/Employers, 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 Master Task Order Agreement Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 1 of 11 PROFESSIONAL SERVICES MASTER TASK ORDER AGREEMENT THIS AGREEMENT is made and entered into this _____ of [Month], 2025, 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 Water Treatment Plant and Facilities, including but not necessarily limited to engineering design, preparation of construction documents, project bidding, and construction administration services for various improvement projects, 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 December 31th, 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 Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 2 of 11 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. For each individual Task Order, Contractor will familiarized 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, 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 Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 3 of 11 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 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. Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 4 of 11 In the event of an action filed against City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City, 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 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 and annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury; $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 coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City within two (2) Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 5 of 11 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 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 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 Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 6 of 11 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. 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. 11. Representatives: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be Griffin Nielsen, PE 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 Brian Heaston as the City’s Representative and approvals or authorizations shall be issued only by Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 7 of 11 such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as listed above and may receive approvals or authorization from such persons. b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be [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. 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. Web Accessibility and the ADA: Title II of the ADA prohibits discrimination against people with disabilities in all services, programs, and activities offered or made available by the City. This includes ensuring that the City’s communications with people with disabilities are as effective as its communications with others. If Contractor’s Scope of Services includes the production of digital content, documents, or web applications intended to be branded for use by the City, Contractor must use the City style guide when creating a design. As per recommendations found in Section 508 of the Rehabilitation Act, all digital content, documents, or web applications must also adhere to level A and AA Success Criteria and Conformance Requirements as defined by the current Web Content Accessibility Guidelines (WCAG). Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 8 of 11 The City will not accept digital content that does not comply with WCAG A and AA guidelines. If the City refuses digital content because it is non-compliant with the City style guide, Section 508 of the Rehabilitation Act, and/or WCAG, Contractor will be required to make the digital content compliant and redelivered at no additional cost to the City. 15. 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 Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 9 of 11 instructing his employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney’s Fees and Costs: 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 to include City Attorney. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 10 of 11 b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 30. Extensions: this Agreement may, upon mutual agreement, be extended for a period of one year by written agreement of the Parties. In no case, however, may this Agreement run longer than December 31, 2029. Professional Services Master Task Order Agreement for WTP On-Call Engineering Services Page 11 of 11 31. 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. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** 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 EXHIBIT A Professional Services Master Task Order Agreement for WTP On-call Engineering Services TASK ORDER NUMBER ______ Issued under the authority of the Professional Services Master Task Order Agreement between the City of Bozeman and [Contractor’s Name] for a range of professional and technical services related to operations and maintenance of the City of Bozeman Water Treatment Plant and Facilities. This Task Order is dated ____________ , 202__ between City of Bozeman (City) and [Contractor’s Name]. The following representatives have been designated for the work performed under this Task Order: City: Contractor: SCOPE OF WORK: (attach additional sheet(s) as required) 1. See Attachment No. 1. COMPENSATION: The anticipated level of effort for the above scope of work is based upon the following manhour projection in Attachment No. 1. The anticipated cost for services for the above scope of work, to be completed on a (Ex. Time and Materials) Basis not to exceed without prior authorization, are as follows in Attachment No. 1. Contractor shall be reimbursed on a basis not to exceed the budget amounts presented, without prior written authorization from the City of Bozeman. Contractor shall notify the City of Bozeman prior to executing additional work, and shall not proceed with additional work without written authorization from the City of Bozeman. Contractor shall invoice no more often than monthly for services provided in the prior month. The provisions of the Professional Services Master Task Order Agreement and any Special Terms and Conditions and/or Exhibits or Attachments to this Task Order shall govern the Work. IN WITNESS WHEREOF, the parties authorized to commit resources of the companies have executed this Task Order: City of Bozeman [Contractor’s Name] By: By: Print Name: Print Name: Title: Title: Date: Date: Fed. ID. No.