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HomeMy WebLinkAboutRFP Communication Strategist for study commissionPage 1 of 10 REQUEST FOR PROPOSALS (RFP) COMMUNICATION STRATEGIST FOR STUDY COMMISSION Bozeman, MT Bozeman Study Commission PO Box 1230 Bozeman, MT 59771-1230 JUNE 2025 INSTRUCTIONS NOTICE IS HEREBY given that the City of Bozeman (City) is seeking proposals from firms to provide communications strategy support for the Study Commission. Copies of the Request for Proposals are available on the City’s website. All proposals must be provided as a single, searchable PDF document file and be submitted digitally as an email attachment to the City email address below. All proposals must comply with level A and AA Success Criteria and Conformance Requirements as defined by current Web Content Accessibility Guidelines (WCAG). Respondents are advised that City’s email attachment size limit is 25MB and that only one PDF file will be allowed per response. The subject line of the transmittal email shall clearly identify the RFP title, company name and due date/time. File sizes greater than 25MB in size may be uploaded to the City Clerks’ Office upon special arrangement with the City Clerk. It is the Respondent’s sole responsibility to ensure the file upload is completed, and that the City is separately notified via email of same, prior to the given deadline. Deliver RFPs via email to the City Clerk by June 30, 2025, at 5:00pm MST. It is the sole responsibility of the Respondent to ensure that proposals are received prior to the closing time as late submittals will not be considered. The email address for submission is: procurement@bozeman.net Any administrative questions regarding proposal procedures should be directed to: Mike Maas, Ex Officio, 406.582.2321, procurement@bozeman.net. Questions relating to the RFP should be directed to: Deanna Campbell campbell4citystudy@gmail.com and Becky Franks bfranks@bozeman.net , Study Commissioners. Respondents will be required to agree to the City’s non-discrimination and equal pay affirmation, attached as Appendix A. DATED at Bozeman, Montana, this June 6, 2025. Mike Maas Ex Officio Bozeman Study Commission For publication on: Tuesday, June 10, 2025 Saturday, June 21, 2025 I. INTRODUCTION The City of Bozeman Study Commission (Owner), is seeking proposals from qualified individuals or firms for the development of communications strategy to support communication and engagement efforts for the Study Commission. The City seeks proposals that prove capabilities for the project areas below; describing strategies to be used and quality controls. Sufficient detail must be given and should include examples of past projects, ability to meet deadlines, survey development and analysis, and public relations experience. The proposer should demonstrate knowledge and understanding of the complexities of the work of Study Commission. These services include but are not necessarily limited to developing and implementing public surveys, messaging, and education regarding the proposed district. The Owner intends to enter into a contract with the selected person or firm that will include items listed in the Communication Plan and Engagement Plan approved by the Study Commission. These documents can be found on the website Plans & Report, Bozeman Study Commission . The City is prohibited by state law from using public resources to advocate for or against ballot issues. However, the City does have a responsibility to educate the public on the needs of the community and provide solutions for their consideration. It should be understood that the successful proposer will need to have a full and complete understanding of the “bright line” that exists in the law between advocating and educating. This understanding can and will be highlighted throughout the work done with Study Commission. This RFP shall not commit the City to enter into an agreement, to pay any expenses incurred in preparation of any response to this request, or to procure or contract for any supplies, goods or services. The City reserves the right to accept or reject all responses received as a result of this RFP if it is in the City’s best interest to do so. II. PROJECT BACKGROUND AND DESCRIPTION The Study Commission for the City of Bozeman started December 2024 and ends December 2026. The purpose of the study commission is to study the existing form and powers of a local government and procedures for delivery of local government services and compare them with other forms available under the laws of the state (MCA 7-3-172). On June 4, 2024, City of Bozeman voters supported a study to change the form of our local government. This type of opportunity comes around every 10 years and is a powerful tool that citizens can use that can improve the way that local government is working. The Study Commission wants to have strong community engagement and therefore hiring a consultant to assist with communications strategy during the term of this service. More information is available at Local Government Study | City Of Bozeman III. SCOPE OF SERVICES 1. Assist in the delivery of the following three goals: a. Educate ourselves and the community to develop a comprehensive understanding of the City of Bozeman’s current structure, Charter form, and the processes of local government. b. Conduct a transparent and inclusive study process that engages the community in evaluating our current structures and identifying any necessary changes. c. Engage the community in the local government study process using a variety of methods to gather information regarding what’s working, what’s not working, and ideas to explore to improve the City’s governance. 2. The strategy for community engagement are highlighted in the Communication Plan and the Engagement Plan as posted on Plans & Report, Bozeman Study Commission 3. Must demonstrate expertise and competency to develop and implement community surveys. 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 identifythe item to which the responses applies. Respondent must disclose whether Respondent intends to use Generative AI in the fulfillment of the services if awarded a contract. • Executive Summary • Firm/Individual Profile • Scope of Project • General and Technical Requirements • Related Experience with Projects Similar to the Scope of Services • Description of Proposed Solution • Proposed Schedule • Present and Projected Workloads • Recent and Current Work for the City of Bozeman • References • Training • Price Proposal a) Affirmation of Nondiscrimination (see Appendix A) Non-completion of the Affirmation of Nondiscrimination is cause for disqualification of firms. V. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS EVENT DATE/TIME Publication dates of RFP Tuesday, June 10, 2025 Saturday, June 21, 2025 Deadline for Questions June 25, 2025 Deadline for receipt of proposals June 30, 2025 Evaluation of proposals July 3, 2025 Interviews (if necessary) and Selection of consultants July 23, 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 June 30, 2025 at 5:00 p.m. MT. It is the sole responsibility of the Respondent to ensure that proposals are received prior to the closing time as late submittals will not be considered. All proposals must be provided as a single, searchable PDF document file and be submitted digitally as an email attachment to the RFP City email address procurement@bozeman.net. Respondents are advised that City’s email attachment size limit is 25MB and that only one PDF file will be allowed per response. The subject line of the transmittal email shall clearly identify the RFP title, company name and due date/time. File sizes greater than 25MB in size may be uploaded to the City Clerks’ Office upon special arrangement with the City Clerk. It is the Respondent’s sole responsibility to ensure the file upload is completed, and that the City is separately notified via email of same, prior to the given deadline. VI. AMENDMENTS TO SOLICITATION Any interpretation or correction of this RFP will be published on the City’s webpage. The deadline for questions related to this document is 5:00 p.m. MT on June 30, 2025 VII. CONTACT INFORMATION Any administrative questions regarding this RFP should be directed to: Mike Maas, City Clerk, 406. 582.2321, procurement@bozeman.net Questions relating to the RFP should be directed to: Deanna Campbell campbell4citystudy@gmail.com and Becky Franks bfranks@bozeman.net , Study Commissioners. 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 BSC. 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: • [5 points] Executive Summary • [45 points] Qualifications of the Firm or Individual for Scope of Services; • [30 points] Proposal Requirements • [5 points] Related Experience with Similar Projects X. FORM OF AGREEMENT The selected Respondent will be required to enter into a contract with the City in substantially the same form as the agreement attached as Appendix B. Selected Respondent acknowledges that City may make changes to the agreement as required by the nature of the scope of services. 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, are subject to public disclosure. A submission in response to this RFP confers no rights upon any respondents and shall not obligate the City in any manner whatsoever. The City reserves the right to not make an award or to solicit additional proposals at a later date. A. This RFP may be canceled, or any or all responses may be rejected in whole or in part, as specified herein, when it is in the best interests of the City. If the City cancels or revises this RFP, all Respondents who submitted will be notified. 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; to award one or more contracts, by item or task, or groups of items or tasks, if so provided in the RFP and if multiple awards or phases are determined by the City to be in the public interest. C. The City reserves the right to consider in its evaluation of the proposal if any Respondent has; previously failed to perform properly to the satisfaction of the City, fail to complete on time agreements of similar nature, or 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 Respondent and negotiate a final scope of service and cost, negotiate a contract with another Respondent if an agreement cannot be reached with the first selected Respondent, or reject all proposals. E. The professional services contract between the City and the successful Respondent will incorporate the Respondent’s scope of service and work schedule as part of the agreement (see Appendix B for form of agreement. The agreement presented to the Respondent 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 Respondent, 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 Respondents who submitted proposals will be notified. H. Projects under any contract are subject to the availability of funds. XII. NONDISCRIMINATION AND EQUAL PAY POLICY The City requires each entity submitting under this notice shall affirm, on a separate form provided, that it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, sexual preference, gender identity, or disability in fulfillment of a contract entered into for the services identified herein and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts it enters into in the fulfillment of the services identified herein. Failure to comply with this requirement shall be cause for the submittal to be deemed nonresponsive. The City also requires each entity submitting under this notice shall affirm it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). 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 RFP. 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 RFP or in any subsequent agreement, or any other contract entered into as a result of this RFP, shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the 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 at 406-582-3232 or the City’s TDD line at 406-582-2301. E. Procurement. When discrepancies occur between words and figures in this RFP, 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, and venue for all legal proceedings shall be in the 18th Judicial District Court, Gallatin County. By offering to perform services under this RFP, all Submitters agree to be bound by the laws of the State of Montana and of the City, including, but not limited to, applicable wage rates, payments, gross receipts taxes, building codes, equal opportunity employment practices, safety, non-discrimination, etc. XIV. ATTACHMENTS The following exhibits are incorporated in this RFP: Appendix A: Non-Discrimination Affirmation Appendix B: Agreement END OF RFP Appendix A NONDISCRIMINATION AND EQUAL PAY AFFIRMATION ____________________________________(name of entity submitting) hereby affirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. ____________________________________(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). ______________________________________ [Name and title of person authorized to sign on behalf of Respondent] Professional Services Agreement for Communications Strategy for Study Commission Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of ____________, 202__ (“Effective Date”), by and between the BSC OF BOZEMAN STUDY COMMISSION existing under 7-3-173, MCA, , with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “BSC,” and, ___________________________, hereinafter referred to as “Contractor.” The BSC 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: BSC agrees to enter this Agreement with Contractor to perform for BSC 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 1st day of January, 2027, 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: BSC 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 BSC, and will become an additional charge over and above the amount listed in the Scope of Services. BSC must agree in writing upon any additional charges. 5. Contractor’s Representations: To induce BSC 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 BSC that it has the experience and ability to Professional Services Agreement for Communications Strategy for Study Commission Page 2 of 12 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. BSC 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 BSC for any purpose. Contractor is not subject to the terms and provisions of BSC’s personnel policies handbook and may not be considered a BSC employee for workers’ compensation or any other purpose. Contractor is not authorized to represent BSC or otherwise bind BSC 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 BSC 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 BSC, 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 BSC so as to permit the services to continue at no additional cost to BSC. Contractor shall indemnify, defend, and hold BSC harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. Professional Services Agreement for Communications Strategy for Study Commission Page 3 of 12 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the BSC, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the BSC) 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 BSC occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of Contractor’s agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the BSC 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 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 BSC 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 BSC. Should the BSC be required to bring an action against Contractor to assert its right to defense or indemnification under this Agreement or under Contractor’s applicable insurance policies required below, the BSC 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 Contractor was obligated to defend the claim(s) or was obligated to indemnify the BSC for a claim(s) or any portion(s) thereof. In the event of an action filed against the BSC resulting from the BSC’s performance under this Agreement, the BSC may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the BSC, 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 [BSC’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether Professional Services Agreement for Communications Strategy for Study Commission Page 4 of 12 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 Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by 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 BSC without limit and without regard to the cause therefore and which is acceptable to the BSC. Contractor shall furnish to the BSC 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 BSC 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 BSC and shall include no less than a thirty (30) day notice of cancellation or non-renewal. Contractor shall notify BSC 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. BSC must approve all insurance coverage and endorsements prior to Contractor commencing work. 8. Termination for Contractor’s Fault: Professional Services Agreement for Communications Strategy for Study Commission Page 5 of 12 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, BSC may, by written notice, terminate this Agreement and Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). BSC 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 BSC 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 BSC’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of BSC, make it advisable to BSC to cease performance under this Agreement, BSC may terminate this Agreement by written notice to Contractor (“Notice of Termination for BSC’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for BSC’s Convenience and shall be without prejudice to any claims that BSC may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for BSC’s Convenience, unless otherwise directed in the Notice, 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 BSC. 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 BSC’s Convenience. Professional Services Agreement for Communications Strategy for Study Commission Page 6 of 12 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 BSC 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. BSC’s Representative: BSC’s Representative for the purpose of this Agreement shall be _________________ or such other individual as BSC shall designate in writing. Whenever approval or authorization from or communication or submission to BSC is required by this Agreement, such communication or submission shall be directed to BSC’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when BSC’s Representative is not available, Contractor may direct its communication or submission to other designated BSC personnel or agents as designated by BSC in writing and may receive approvals or authorization from such persons. b. Contractor’s Representative: 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, BSC may direct its direction or communication to other Professional Services Agreement for Communications Strategy for Study Commission Page 7 of 12 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 BSC 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 BSC, 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 BSC. This includes ensuring that BSC’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 BSC, Contractor must use the BSC 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). BSC will not accept digital content that does not comply with WCAG A and AA guidelines. If BSC refuses digital content because it is non-compliant with the BSC 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 BSC. Professional Services Agreement for Communications Strategy for Study Commission Page 8 of 12 15. Intellectual Property and Ownership of Work Product: a. Title and Ownership Rights. Once the BSC has completed its study and the term of office ends for the BSC members, the City of Bozeman will retain title to and all ownership rights in all Work Product. “Work Product” includes all materials, tangible or not, created in whatever medium pursuant to this Agreement, including but not limited to publications, promotional or educational materials, reports, manuals, specifications, drawings and sketches, computer programs, software and databases, schematics, marks, logos, graphic designs, notes, data and content, including but not limited to multimedia or images (graphics, audio, and video), matters and any combinations of, and all forms of intellectual property. b. Ownership of Work Product. Contractor must execute any documents or take any other actions as may reasonably be necessary, or as BSC may reasonably request, to perfect the City of Bozeman’s ownership of any Work Product. Contractor must, at no cost to BSC, deliver to the City of Bozeman, upon its requestor BSC’s request, a current copy of all Work Product in the form and on the media in use as of the date of the request. c. Return of Physical Property. Upon expiration or termination of this Agreement, Contractor agrees to return to BSC all BSC property, including but not limited to any and all physical items such as documentation, records, and equipment, which is in Contractor’s possession or under Contractor’s control. Contractor must submit to BSC a detailed account of all of BSC’s property in its possession or under Contractor’s control. Contractor must return BSC’s property in a method acceptable to BSC within ten (10) working days. Unless otherwise mutually agreed upon by the Parties, at no time shall any of BSC’s property be retained by Contractor upon expiration or termination of this Agreement. d. Return of Data. Upon expiration or termination of this Agreement, Contractor agrees to return to BSC all BSC data. Contractor must submit to BSC a detailed account of all of BSC’s data in its possession or under Contractor’s control. Contractor must return BSC’s data in a format acceptable to BSC within ten (10) working days. At no time shall any data or processes that either belong to or are intended for use of BSC or its officers, agents, or employees, be copied, disclosed, or retained by Contractor upon expiration or termination of this Agreement. f. Destruction of Data. If requested by BSC, Contractor agrees to destroy all of BSC’s data in its possession. When requested by BSC to destroy BSC’s data, Contractor agrees to permanently delete the data and ensure that it is not recoverable, in accordance with National Institute of Standards and Technology (NIST) SP 800-88 “Media Sanitation Guidelines.” g. Certification. In all cases, Contractor will certify that all of BSC’s information processed during the performance of the services will be completely purged from all physical and electronic data storage with no output to be retained by Contractor at the time the work is completed, the Agreement is terminated, or upon written request of BSC. 16. Nondiscrimination and Equal Pay: Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. Contractor Professional Services Agreement for Communications Strategy for Study Commission Page 9 of 12 will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. 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. 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 BSC 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. 17. 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 BSC under this Agreement while on BSC 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. BSC shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. Contractor shall be responsible for instructing and training Contractor's employees and agents in proper and specified work methods and procedures. Contractor shall provide continuous inspection and supervision of the work performed. Contractor is responsible for instructing its employees and agents in safe work practices. 18. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of BSC. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. Professional Services Agreement for Communications Strategy for Study Commission Page 10 of 12 19. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by BSC demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow BSC, its auditors, and other persons authorized by BSC 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. Contractor shall not issue any statements, releases or information for public dissemination without prior approval of BSC. 20. 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. 21. 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 BSC Attorney’s Office staff. 22. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 23. 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. 24. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 25. Headings: The headings used in this Agreement are for convenience only and are not Professional Services Agreement for Communications Strategy for Study Commission Page 11 of 12 be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 26. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 27. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 28. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 29. 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. 30. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 31. 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. 32. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Professional Services Agreement for Communications Strategy for Study Commission Page 12 of 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written or as recorded in an electronic signature. BSC OF BOZEMAN, MONTANA ____________________________________ CONTRACTOR (Type Name Above) By________________________________ By__________________________________ Carson Taylor, BSC Chair Print Name: ___________________________ Print Title: ____________________________ APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney