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HomeMy WebLinkAboutRFP - Gallatin Valley MPO Long Range Transportation Plan v2 - AMENDEDPage 1 of 31 REQUEST FOR PROPOSALS (RFP) GALLATIN VALLEY METROPOLITAN PLANNING ORGANIZATION: LONG RANGE TRANSPORTATION PLAN CITY OF BOZEMAN Bozeman, MT City of Bozeman PO Box 1230 Bozeman, MT 59771-1230 December 2025 NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms to develop the Gallatin Valley Metropolitan Planning Organization’s first Long Range Transportation Plan. Copies of the Request for Proposals are available on the City’s website. All proposals must be provided as a single, searchable PDF document file that is 15 pages or fewer 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 upon special arrangement of the Recipient; however, it is the respondent’s sole responsibility to ensure the file upload is completed, and that the Recipient is separately notified via email of same, prior to the given deadline. Deliver RFPs via email to the City Clerk by January 31 at 5:00pm 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 RFP on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability is prohibited. This prohibition shall apply to the hiring and treatment of the awarded entity’s employees and to all subcontracts. As such, each entity submitting under this notice shall include a provision wherein the submitting entity, or entities, affirms in writing it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and which also recognizes the eventual contract will contain a provision prohibiting discrimination as described above and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts. In addition, pursuant to City Commission Resolution 5169, the entity awarded a contract under this RFP and any subcontractors must abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and affirm it will abide by the above and that it has visited the State of Montana Equal Pay for Equal Work “best practices” website, or equivalent “best practices publication and has read the material. The City of Bozeman, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk (406) 582-2321, procurement@bozeman.net. Questions relating to the RFP should be directed to: Jeff Butts, MPO Manager, 406.577.7416, jbutts@bozeman.net. DATED at Bozeman, Montana, this December 17, 2024 Mike Maas City Clerk City of Bozeman For publication on: Saturday, December 21, 2024 Saturday, January 25, 2025 I. INTRODUCTION The City of Bozeman (Owner), is seeking proposals to undertake the development of the Gallatin Valley Metropolitan Planning Organization’s inagural Long Range Transportation Plan (LRTP). The Owner intends to enter into a contract with the selected firm that will include the development of the the Gallatin Valley Metropolitan Planning Organization’s first Long Range Transportation Plan. This RFP shall not commit the Owner to enter into an agreement, to pay any expenses incurred in preparation of any response to this request, or to procure or contract for any supplies, goods or services. The Owner reserves the right to accept or reject all responses received as a result of this RFP if it is in the Owner’s best interest to do so. This procurement is governed by the laws of the State of Montana and venue for all legal proceedings shall be in the 18th Judicial District Court, Gallatin County. By offering to perform services under this RFP, all Submitters agree to be bound by the laws of the State of Montana and of the Owner, including, but not limited to, applicable wage rates, payments, gross receipts taxes, building codes, equal opportunity employment practices, safety, non-discrimination, etc. II. PROJECT BACKGROUND AND DESCRIPTION The Gallatin Valley Metropolitan Planning Organization (GVMPO) seeks consulting services to develop its inaugural Long Range Transportation Plan (LRTP). The planning area includes the Cities of Bozeman and Belgrade, as well as a portion of Gallatin County. The boundary map is available at: MPO About webpage. The LRTP will guide transportation development for at least a 20-year horizon, outlining strategies for a safe, efficient, and connected multimodal transportation system. As the first LRTP, this project presents new opportunities while building upon existing plans and will likely require additional effort for data collection. This plan will primarily focus on existing and proposed transportation facilities—including major roadways, transit systems, intercity bus services, multimodal and intermodal hubs, nonmotorized options, and connections between different modes of transport to ensure an integrated transportation system. The plan should place special emphasis on facilities that serve important national and regional transportation functions. The plan must comply with all applicable federal, state, and local requirements – including, but not limited to, the entirety of 23 CFR 450. The project will be completed within 18 months. The plan must be formally adopted by December 29, 2026. III. CONDENSED SCOPE OF SERVICES This consolidated Scope of Work provides concise, actionable direction. The unabridged version is available on the MPO committee meetings webpage for reference. I. Task 1 – Project Management and Administration: Establish a strong project foundation with clear roles, coordination, and progress tracking. A. Project Coordination 1. Meetings: Conduct biweekly check-ins between the consultant project manager and GVMPO staff, with additional participants as needed. Use email, calls and ad- hoc meetings for interim updates. 2. Project Management Plan: Outline project timelines, milestones, deliverables, and communication protocols, including a Gantt Chart to visualize key milestones and engagement events. B. Progress Reporting 1. Monthly Reports: Provide monthly summaries of services, dates, hours, budget utilization, and task completion. 2. Must ensure separate accounting for Task 4 (Additional Transit Focus), pending signed agreements. C. Quality Assurance and Control 1. QA/QC Plan: Implement quality control to ensure all deliverables meet required standards. D. Deliverables 1. Project management plan 2. Meeting schedules, agendas, and minutes 3. Monthly progress reports 4. QA/QC plan II. Task 2 – Community Engagement: Ensure inclusive community involvement and effective stakeholder coordination. A. Public Engagement 1. Align community engagement activities with the MPO’s forthcoming Public Participation Plan (PPP) to meet the requirements of 23 CFR 450.316. 2. Integrate a Community Advisory Panel (CAP) composed of local residents to provide input at approximately four key project milestones. i. The MPO will lead the identification and selection of participants. B. Stakeholder Coordination 1. Update governing bodies at the estimated frequencies highlighted below: i. Transportation Policy Coordinating Committee (TPCC): Quarterly (every three months). The governing body of the Gallatin Valley MPO, composed of elected officials and representatives of multiple jurisdictions. This committee provides policy direction and final LRTP approval. ii. Transportation Technical Advisory Committee (TTAC): Bimonthly (every two months). TTAC offers technical input for the MPO with staff from various local agencies. This committee plays a vital role in reviewing technical elements of the LRTP. iii. Streamline / Urban Transportation District (UTD): Approximately three times. The UTD Board oversees transit-related policies within the region and will ensure the LRTP’s transit components align with local transit needs, particularly for work conducted under Task 4 (Additional Transit Focus). 2. Prepare materials for and collaborate with local, state and federal agencies tribal entities responsible for land use management, natural resources, environmental protection, conservation, and historic preservation as necessary. C. Deliverables 1. Community engagement plan and strategy 2. Community engagement materials and events III. Task 3 – Existing and Projected Conditions: Analyze current conditions and forecast transportation needs over a 20-year period. A. Review of Existing Plans 1. Conduct a review of relevant local, regional, and state planning documents to ensure alignment with the LRTP. B. Infrastructure Assessment 1. Assess existing roadway networks, classifications, congestion, traffic flow, and pavement conditions. 2. Review bridge locations and pavement conditions for those on the National Bridge Inventory (NBI), and as required. 3. Evaluate transit infrastructure, services, routes, schedules, and ridership data. 4. Analyze pedestrian – bicycle networks, including sidewalks, bikeways, and trails. C. Land Use Analysis 1. Map population and employment densities within the MPA; connect land use and zoning to current and projected transportation demands. D. Demographics and Environmental Justice 1. Analyze population trends and identify disadvantaged populations in compliance with Title VI and environmental justice requirements. E. Travel Patterns and Safety Analysis 1. Evaluate travel patterns, mode share, congestion, and high-risk safety areas across all transportation modes. 2. Identify First/Last Mile radii where transit stops align with walking – bicycling corridors F. Freight, Environmental, and Economic Considerations 1. Review key freight routes, environmental constraints, and economic activity within the planning area. G. Deliverables 1. Conditions report with technical appendices. 2. GIS maps and data files. IV. Task 4 entails the development of an additional transit component within the LRTP. The work detailed in Task 4 will not commence until agreements have been executed between the MPO and City of Bozeman with the Urban Transportation District detailing the financing, accounting and project management related to Task 4. Absent such agreements neither the MPO nor the City of Bozeman shall be obligated to authorize or remit payment for any work performed under Task 4. All work and associated expenses must be tracked independently. Task 4 – Additional Transit Focus: Develop an additional transit component, pending separate agreements and funding. A. Access the future transit ridership propensity of various populations (seniors, individuals with disabilities, people living with lower incomes, etc.) B. Identify long range transit infrastructure needs 1. Obtaining right of way, adding bus pull outs, etc. 2. Bus stop amenities (including concrete pads, sidewalks, curb cuts, etc.) C. Identify candidate corridors for high frequency transit (7-8 to later be narrowed down) D. Evaluate potential transit locations/land needs 1. Additional transit facility (with maintenance, automated wash bay, etc.) 2. Future transit transfer stations 3. Park & Ride lots E. Evaluate transit prioritization to improve service and reduce delays (could include emergency vehicles) 1. Signal priority/Queue Jumps 2. Accessory/dedicated transit lanes 3. Shared transit turn lanes F. Land use best practices (ex. Transit Oriented Design) 1. Transit ties to affordability projects 2. Engineering and design guidelines 3. Developer requirements 4. Environmental and climate projections G. Identify opportunities for intentionality increased use of transit 1. Evaluate major employer data (housing, encourage use of transit) 2. Coordination with regional transportation services (intercity routes) 3. Coordination with Big Sky Passenger Rail Authority for potential future locations 4. Passenger rail or light rail future locations 5. Ridership and equity analysis 6. Community engagement for participation from marginalized groups (minority groups, disability community, non-English speaking, etc.) 7. Transportation mode shifts (transit, biking, walking, scooters, e-bikes, etc.) 8. Identification of magnitude and potential locations of growth that could impact transit system operations. H. Evaluation to meet transit goals and obtain funding 1. Investigate local options for funding transit (consider Rural Improvement Districts, Business Improvement Districts, Special Improvement Districts, etc.) 2. Flexible state funding, opportunity for state legislative buy in I. Estimating capital investments including “green” fleet or alternative fuel options J. Deliverables 1. Additional Transit Analysis 2. Technical appendices 3. Clear separate accounting of expenses related to Task 4. V. Task 5 – Plan Development and Recommendations: Draft an actionable LRTP that aligns with regional and federal transportation goals. A. Vision, Goals, and Objectives 1. Define the LRTP vision, goals, and objectives through collaboration with stakeholders and the public. B. Transportation System Analysis 1. Assess future transportation needs based on growth, land use, and travel demand projections. C. Land Use and Zoning 1. Research transit supportive land use densities and transit oriented development best practices. 2. Ensure all transportation modes are integrated with land use projections. D. Scenario Development 1. Assist in developing three potential future scenarios and coordinate with MDT modeling to inform project recommendations. i. Note: Consultants will coordinate but will not perform the modeling. E. Recommendations and Performance Measures 1. Provide policy, program, and process recommendations, supported by performance measures and a financial plan to guide implementation. F. Deliverables 1. Comprehensive report and recommendations 2. Functional classification map and GIS files 3. Performance measures and financial plan 4. Prioritized project lists and implementation plan VI. Draft and Finalize LRTP Produce a high-quality, accessible, and compliant LRTP document. A. Collaborative Development 1. Coordinate closely with stakeholders for feedback and ensure alignment with project goals. B. Document Quality and Accessibility 1. Ensure the LRTP is visually engaging, easy to navigate, and meets Web Content Accessibility Guidelines (WCAG) 2.2 Level A and AA ADA standards. C. Performance Dashboard 1. Develop an interactive dashboard to present performance metrics for ongoing tracking and transparency. D. Deliverables 1. Draft and final LRTP with appendices 2. Performance dashboard IV. PROPOSAL REQUIREMENTS Firms interested in providing the services described above are requested to submit the following information. Responses to each item should appear in the same order as in this RFP and should identify the item to which the responses applies. Omitting a section from the proposal could lead to disqualification. a) Proposal Team Profile b) Project Approach c) Related Experience with Similar Projects d) Present and Projected Workloads e) Project Timeline f) Proposal Price/Total Cost g) Affirmation of Nondiscrimination (see Appendix A) h) Any Substantive Changes to Professional Services Agreement  Major modifications that may impact project execution, compliance, or terms.  Line-by-line edits will be addressed during contract negotiations, if necessary. Non-completion of the Affirmation of Nondiscrimination is cause for disqualification of firms. V. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS EVENT DATE/TIME Publication dates of RFP Saturday, December 21; Saturday, January 25, 2025 Deadline for receipt of proposals January 31, 2025 Evaluation of proposals February 3 – February 7 Interviews (if necessary) and Selection of consultants February 10, 2025 With the exception of the advertising dates and advertised due date, the City reserves the right to modify the above timeline. Deliver RFPs via email to the City Clerk (procurement@bozeman.net) by January 31 at 5:00 p.m. 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. All proposals must be provided as a single, searchable PDF document file that is 15 pages or fewer and be submitted digitally as an email attachment to the RFP Recipient email address procurement@bozeman.net. Respondents are advised that Recipient’s email attachment size limit is 25MB and that only one PDF file will be allowed per response. The subject line of the transmittal email shall clearly identify the RFP title, company name and due date/time. File sizes greater than 25MB in size may be uploaded upon special arrangement of the Recipient; however, it is the respondent’s sole responsibility to ensure the file upload is completed, and that the Recipient is separately notified via email of same, prior to the given deadline. VI. AMENDMENTS TO SOLICITATION Any interpretation or correction of this request will be published on the City’s webpage. The deadline for questions related to this document is 5:00 p.m. MST on January 10, 2024. VII. CONTACT INFORMATION Any administrative questions regarding proposal procedures should be directed to: Mike Maas, City Clerk, (406) 582-2321, procurement@bozeman.net Questions relating to scope of services should be directed to: Jeff Butts, MPO Manager, (406) 577-7416, jbutts@bozeman.net. VIII. SELECTION PROCEDURE A review committee will evaluate all responses to the RFP that meet the submittal requirements and deadline. Submittals that do not meet the requirement or deadline will not be considered. The review committee will rank the proposals and may arrange interviews with the finalist(s) prior to selection. Selection may be made directly based on the written RFP submission. If interviews occur, the selection of finalists to be interviewed will be made by a selection committee representing the City of Bozeman. The selection of interview candidates will be based on an evaluation of the written responses to the RFPs. All submitted proposals must be complete and contain the information required as stated in the "Request for Proposals.” IX. SELECTION CRITERIA Proposals will be evaluated based on the following criteria: • Proposal Team Profile [200 points] • Project Approach [200 points] • Related Experience with Similar Projects [200 points] • Present and Projected Workloads [150 points] • Project Timeline [50 points] • Total Cost [200 points] The points score for Total Cost will be calculated as established in Method 1, Ratio Method, Cost Evaluation Methods For Requests For Proposals, Department of Administration General Services Administration, State Procurement Bureau: The proposal meeting the required scope-of-work with the lowest cost receives the maximum points allowed. All other proposals receive a percentage of the points available, based upon their cost relationship to the lowest. This is determined by applying the following formula: (Lowest Cost/ Cost Being Evaluated) x 200 points = awarded points X. FORM OF AGREEMENT The Contractor will be required to enter into a contract with the City. This contract will be established with the successful Contractor. Attached as Appendix B are standard terms for the City in professional services agreements. These terms are subject to revisions by the City at the time of contracting, and may include but are not limited to the addition of price plus fixed fee payment terms and terms related to the ownership of deliverables. XI. CITY RESERVATION OF RIGHTS / LIABILITY WAIVER All proposals submitted in response to this RFP become the property of the City and public records and, as such, may be subject to public review. A SUBMISSION IN RESPONSE TO THIS REQUEST FOR QUALIFICATIONS CONFERS NO RIGHTS UPON ANY RESPONDENTS AND SHALL NOT OBLIGATE THE CITY IN ANY MANNER WHATSOEVER. THE CITY RESERVES THE RIGHT TO MAKE NO AWARD AND TO SOLICIT ADDITIONAL REQUEST FOR QUALIFICATIONS AT A LATER DATE. A. This RFP may be canceled or any or all responses may be rejected in whole or in part, as specified herein, when it is in the best interests of the City. If the City cancels or revises this RFP, all Respondents who submitted will be notified using email. B. The City reserves the right to accept or reject any and all proposals; to add or delete items and/or quantities; to amend the RFP; to waive any minor irregularities, informalities, or failure to conform to the RFP; to extend the deadline for submitting proposals; to postpone award for up to 60 days; to award one or more contracts, by item or task, or groups of items or tasks, if so provided in the RFP and if multiple awards or phases are determined by the City to be in the public interest. C. The City of Bozeman reserves the right to reject the proposal of any person/firm who previously failed to perform properly to the satisfaction of the City of Bozeman, or complete on time agreements of similar nature, or to reject the proposal of any person/firm who is not in a position to perform such an agreement satisfactorily as determined by the City of Bozeman. D. The City of Bozeman reserves the right to determine the best qualified Contractor and negotiate a final scope of service and cost, negotiate a contract with another Contractor if an agreement cannot be reached with the first selected Contractor, or reject all proposals. E. The professional services contract between the City of Bozeman and the successful Contractor will incorporate the Contractor's scope of service and work schedule as part of the agreement (see Appendix B for form of professional services agreement. The professional services agreement presented to the Contractor may differ from this form as appropriate for the scope of services). F. This RFP does not commit the City to award a contract. The City assumes no liability or responsibility for costs incurred by firms in responding to this request for proposals or request for interviews, additional data, or other information with respect to the selection process, prior to the issuance of an agreement, contract or purchase order. The Contractor, by submitting a response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. G. The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited to: selection procedures, submittal date, and submittal requirements. If the City cancels or revises this RFP, all Contractors who submitted proposals will be notified using email. H. Projects under any contract are subject to the availability of funds. XII. NONDISCRIMINATION AND EQUAL PAY POLICY The City of Bozeman 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. Pursuant to City Commission Resolution 5169, the entity awarded a contract under this RFP and any subcontractors must abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and affirm it will abide by the above and that it has visited the State of Montana Equal Pay for Equal Work “best practices” website, or equivalent “best practices publication and has read the material. The City of Bozeman, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. XIII. MISCELLANEOUS A. No Oral Agreements. No conversations or oral agreements with any officer, employee, or agent of the City shall affect or modify any term of this solicitation. Oral communications or any written/email communication between any person and City officer, employee or agent shall not be considered binding. B. No Partnership/Business Organization. Nothing in this solicitation or in any subsequent agreement, or any other contract entered into as a result of this solicitation, shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the respondent and the City. C. Employment Restriction and Indemnity. No person who is an owner, officer, employee, contractor, or consultant of a respondent shall be an officer or employee of the City. No rights of the City’s retirement or personnel rules accrue to a respondent, its officers, employees, contractors, or consultants. Respondents shall have the responsibility of all salaries, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and consultants. Each Respondent shall save and hold the City harmless with respect to any and all claims for payment, compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums in any way related to each respondent’s officers, employees, contractors and consultants. D. Accessibility. Upon reasonable notice, the City will provide assistance for those persons with sensory impairments. For further information please contact the ADA Coordinator David Arnado at 406-582-3232. E. Procurement. When discrepancies occur between words and figures in this solicitation, the words shall govern. No responsibility shall attach to a City employee for the premature opening of an RFP not properly addressed and identified in accordance with these documents. F. Governing Law. This solicitation and any disputes arising hereunder or under any future agreement shall be governed and construed and enforced in accordance with the laws of the State of Montana, without reference to principles of choice or conflicts of laws. XIV. ATTACHMENTS The following exhibits are incorporated in this RFP: Appendix A: Non-Discrimination Affirmation Appendix B: Form of Professional Services Agreement Appendix A NONDISCRIMINATION AND EQUAL PAY AFFIRMATION ____________________________________(name of entity submitting) hereby affirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. In addition, ____________________________________(name of entity submitting) hereby affirms it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act), and has visited the State of Montana Equal Pay for Equal Work “best practices” website, or equivalent “best practices publication and has read the material. ______________________________________ Name and title of person authorized to sign on behalf of submitter Appendix B Sample Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of ____________, 202__ (“Effective Date”), by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, ____________, _______________, hereinafter referred to as “Contractor.” The City and Contractor may be referred to individually as “Party” and collectively as “Parties.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the Effective Date and will expire on the _____ day of ______________, 202_, unless earlier terminated in accordance with this Agreement. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. Cost shall include: a. Cost. Cost is the actual cost of the work. Through the negotiations process, the OWNER establishes a ceiling or upper limit on a cost-plus-fixed-fee contract. Federal regulations (23 CFR 172) require a contract ceiling / upper limit in cost plus fixed fee contracts. b. Fixed Fee. Fix Fee is the negotiated fee and a set dollar amount in the agreement, including profit, of the Consultant. Up to the equivalent of percent of labor and overhead to the date of the invoice, the Consultant may claim partial payment of the Fixed Fee. If tasks within the Scope of Services are not completed, no Fixed Fee will be billed for those tasks. No Fixed Fee will be billed for construction engineering services that are not performed. Subject to the foregoing, the entirety of the Fixed Fee for tasks completed within the Scope of Services may be billed at Final Payment. c. Direct Costs. Direct costs shall be in conformance with 48 CFR Part 31, and the AASHTO Uniform Audit & Accounting Guide, and may include the cost of Subconsultants. The Consultant certifies that any projected salary rate increases included in the Proposal are based on reasonably on the Consultant’s usual and customary practices. Prior written approval of the OWNER is required for overtime compensation. d. Indirect Costs, applicable to Consultant and Subconsultants. Generally, after the execution of this agreement, the OWNER will give Notice of the Indirect Costs (IDC) rates that will be applied to this Agreement. Such notice is incorporated herein by the reference. The IDC rate and supporting documentation must be calculated and submitted in accordance with 23 CFR §172 using the cost principles of 48 CFR Part 31. The Consultant will establish the IDC rate based on the Consultant’s Accounting Period. In no event will the IDC rate cause an increase or decrease in the Fixed Fee. The Consultant must keep on file with the OWNER an accepted Certification of Indirect Costs. For purposes of compensation, the rights and obligations of the Consultant set forth in this Section shall apply to the Subconsultant. Each Subconsultant shall submit to the irrevocable commitment option specified by the Consultant. i. An Indirect Cost Rate is required, except when total compensation is less than or equal to Fifty Thousand Dollars ($50,000); and Consultant/Subconsultant does not have a current, OWNER-accepted indirect cost rate or cognizant audit; or Subconsultant is providing vendor-type services or contract labor and does not have a current, OWNER-accepted indirect costs rate or cognizant audit. ii. An unaudited indirect cost rate is acceptable when the Total Compensation is less than or equal to Two Hundred Fifty Thousand Dollars ($250,000); and a Risk Assessment determines an unaudited indirect cost rate is acceptable. iii. An audited indirect cost rate is required when The Total Compensation is more than Two Hundred Fifty Thousand Dollars ($250,000); or a Risk Assessment determines that an audited indirect cost rate is required. iv. In unique cases, Negotiated or Provision Indirect Cost Rates may be used, as described in MDT’s Consultant Services Manual, if all parties agree. v. Due date. 1. Due date (Audited). If an audited indirect cost rate is required, within thirty (30) days of the date of an independent auditor’s report setting the consultant’s audited overhead rate, the new bona fide audited IDC rate must be submitted to the OWNER as part of the Risk Assessment Package. 2. Due date (Unaudited). If an unaudited indirect cost rate is required, within thirty (30) days of its calculation, a bona fide IDC rate must be submitted to the OWNER as part of the Risk Assessment Package. 3. At the OWNER’s sole discretion, the Consultant shall pay the OWNER liquidated damages at the rate of One Hundred Dollars ($100.00) per day for each day after the Due Date. vi. Effective date. 1. The IDC rate expires one (1) yar after the end of the Accounting Period. 2. Before the end of the Grace Period, defined as six (6) months following the expiration of the IDC rate, the Consultant shall submit a new IDC rate. 3. An IDC rate submitted within the Grace Period is effective as the first day of the month following the month of the OWNER’s letter of acceptance; except, an IDC rate not accepted by the OWNER by the end of the Grace Period is retroactive to the end of the Grace Period. 4. A bona fide IDC rate received after the expiration of the Grace Period is retroactive to the date it is received by the OWNER. 5. In the event the OWNER, in its sole discretion, determines that the submitted IDC rate is not bona fide the rate will be effective on the date accepted and will not be retroactive. 6. Failure by the Consultant to provide an IDC rate, as required herein, may result in a One Hundred Percent (100%) forfeiture of the IDC rate portion for services rendered after the Grace Period. vii. The Consultant shall commit, irrevocably for the duration of this Agreement, to one of two options: 1. Consultant’s IDC rate will remain fixed through the term of this Agreement. In the event of any extension of the term of this Agreement, then the Consultant shall provide its new rate; or if a new rate is unavailable, then a new rate will be negotiated by the parties. 2. Following the same procedure as for the original submission, the Consultant’s IDC rate will be submitted annually, within the Grace Period. viii. The Consultant may request exceptions to the requirements of this section on a case-by-case basis, and the OWNER will consider these exceptions. Any exceptions, if approved, must be in writing and must comply with all applicable laws, regulations, policies, and procedures. 5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers’ compensation coverage by an insurer licensed and authorized to provide workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’ compensation granted by law for independent contractors. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Contractor or Contractor’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should the City be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below, the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. In the event of an action filed against the City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers’ Compensation – statutory; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury per accident; and • Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General, Employer’s Liability, and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. Contractor shall notify City within two (2) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 8. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement, the City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. c. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City’s Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor’s Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives and Notices: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be _______________ or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as designated by the City in writing and may receive approvals or authorization from such persons. b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be _____________________ or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. c. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13. Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. 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). 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. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to non-discrimination in Federally assisted programs of the U.S. Department of Transportation, Federal Highway Administration (FHWA) and Federal Transit Administration (FTA), as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulation, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 C.F.R. part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the FHWA or FTA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the FHWA or FTA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the FHWA or FTA may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the FHWA or FTA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, thecontractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Pertinent Federal Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21, The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and Ill of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 -- 12189), as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq). 16. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing its employees and agents in safe work practices. 17. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 18. 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. 19. Non-Waiver: A waiver by either party of any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 20. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 21. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 22. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 23. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 24. 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. 25. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 26. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 27. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 28. 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. 29. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 30. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 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 Agreement the day and year first above written or as recorded in an electronic signature. CITY OF BOZEMAN, MONTANA __________________________________ By ______________________________ CONTRACTOR (Type Name Above) By _______________________________ Chuck Winn, Interim City Manager Print Name: _______________________ Print Title: ________________________ APPROVED AS TO FORM: By ______________________________ Greg Sullivan, Bozeman City Attorney