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HomeMy WebLinkAboutRequest for Quotes- Occupational Health Services 2026Page 1 of 10 REQUEST FOR QUOTES OCCUPATIONAL HEALTH SERVICES CITY OF BOZEMAN Bozeman, MT City of Bozeman PO Box 1230 Bozeman, MT 59771-1230 September 2026 INSTRUCTIONS The City of Bozeman (City) is seeking quotes from firms to provide occupational health services for candidates and employees. Copies of the Request for Quotes are available on the City’s website. Deliver responses via email to Jamie Norby, Senior Human Resources Generalist at jamie.norby@bozemanmt.gov by October 21st, 2026 at 5:00 P.M. MT. It is the sole responsibility of the Respondent to ensure that responses are received prior to the closing time. Questions should be directed to: Jamie Norby, Senior Human Resources Generalist, at 406.582.2944, jamie.norby@bozemanmt.gov. Respondents will be required to agree to the City’s non-discrimination and equal pay affirmation, attached as Appendix A. I. INTRODUCTION The City of Bozeman (City) is seeking quotes from firms to provide occupational health services. The City intends to enter into a contract with the selected firm that will include providing occupational health services for City employees and candidates in the post-offer process. This Request for Quotes 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 Request for Quotes if it is in the City’s best interest to do so. As an employer, the City has need for occupational health services for employees and candidates, including pre-employment physicals, job-related immunizations, CDL physicals for medical examiner’s certificates, DOT and non-DOT drug and alcohol testing, fitness for duty examinations, worker’s compensation injuries, and other occupational health services as needed for the City and its employees. This includes adequate availability for appointments and walk-in services, along with effective administrative support to meet the City’s needs. II. SCOPE OF SERVICES The City is looking for a qualified Firm to provide the occupational health services listed below. This list may not be exhaustive for the life of the contract, as the City may have additional occupational health needs and the selected Firm should be able to provide additional common occupational health services. Preference will be given to those who can provide all of the services listed below. However, respondents who cannot provide one (1) or more of the services will still be considered and should specify in their response which of the following services they do not provide and additionally, if they partner with other organizations to provide such services. Occupational Health Services 1. Exams i. Pre-employment medical evaluations for a variety of municipal positions to include police officers, firefighters, and maintenance/labor positions, with coordination and review of out-of-area exams as needed. ii. DOT physical exams (FMCSA) and Medical Examiner’s Certification issuance. iii. Physical examination for firefighters in accordance with the requirements of NFPA 1582 and HB160 Firefighter Health and Safety Act. iv. Physical return to work (fitness for duty) examinations for safety and non-safety employees. v. Job-related immunizations, including follow-ups as applicable. 2. Drug & Alcohol Testing i. DOT (FMCSA) and non-DOT testing. ii. NIDA-5 Panel Split Drug testing certified collection site performing pre- employment, random, post-accident, reasonable suspicion, return-to-duty, and follow-up drug testing. iii. Breath alcohol testing (BAT) certified collection site performing random, post- accident, reasonable suspicion, return-to-duty, and follow-up alcohol testing. 3. Workers’ Compensation/Occupational Injury i. Preliminary examinations for injuries that are reported to be work related. ii. Follow-up care for work related injuries. iii. Rehabilitation services including physical and occupational therapy. iv. Post-exposure exams and follow-up screenings provided timely with ongoing monitoring after report of exposure with appropriate treatment options as defined by applicable medical standards. 4. Other i. Conduct position-specific analysis to determine physical requirements and appropriate pre-employment, occupational injury, and fitness for duty/return to work evaluations. ii. Periodic Ergonomics Assessments of employee workstations. iii. Provide consultation to the City’s Human Resources Department regarding occupational health issues, trends, and regulations related to City job classifications. iv. Provide program monitoring for DOT Driver Fitness exams, vaccination program follow-up, etc. v. Services of a licensed psychologist/therapist or psychiatrist, who can evaluate industrial or non-industrial stress and psychological issues, to include pre- employment and fitness for duty. vi. Maintain compliance with all applicable state and federal standards, regulations, etc. as well as maintain confidentiality of records. III. RESPONSE REQUIREMENTS Respondents must submit the following information. Respondent must disclose whether Respondent intends to use Generative AI in the fulfillment of the services if awarded a contract. a) Executive Summary A general statement summarizing Respondent’s response. b) Firm/Individual Profile Description should include number of staff, areas of expertise, Respondent’s experience providing similar services, and should identify who the primary point of contact for the City would be, if selected. c) Scope of Services Detailed description of scope of services based on items listed above including any suggestions for additional work to be included to achieve the City’s objectives. Describe approach to customer service, including service hours, scheduling and availability, and turnaround time. Respondents should provide templates of their standard report(s) provided. d) Proposed Schedule Services shall be provided on an as-needed basis. Describe proposed availability to start providing services, if selected. e) Recent and Current Work for the City of Bozeman Describe any recent and current related work with the City of Bozeman. f) References List references, including names and contact information, who have information on Respondent’s ability to deliver occupational health services. g) Price Describe the costs and fees Respondent will charge the City for occupational health services. The response must address, at a minimum, fees and costs for specific services, and rates and fees directly associated with providing consulting services. h) Affirmation of Nondiscrimination and Equal Pay (see Appendix A) Non-completion of the Affirmation of Nondiscrimination and Equal Pay is cause for disqualification of Respondents. IV. TIMELINES EVENT DATE/TIME Deadline for receipt of responses October 21, 2026 Evaluation of responses October 22 – 27, 2026 Interviews (if necessary) and Selection November 5 and 6, 2026 The City reserves the right to modify the above timeline. V. CONTACT INFORMATION Questions relating this Request for Quotes should be directed to: Jamie Norby, Senior Human Resources Generalist, 406.582.2944, jamie.norby@bozemanmt.gov. VI. SELECTION PROCEDURE A review committee will evaluate all responses to the Request for Quotes that meet the submittal requirements and deadline. The review committee will rank the responses and may arrange interviews with the finalist(s) prior to selection. If interviews occur, the selection of finalists to be interviewed will be made by the review committee. Selection may be made directly based on the written submission. The City reserves the right to request, at its sole discretion, written or verbal clarifications to responses with any or all Respondents. The purpose of any such discussions shall be to ensure full understanding of the response. Discussions shall be limited to specific sections of the response identified by the City and, if held, shall be after the review of responses is complete. If modifications to the response are made as a result, the Respondent shall put such modifications in writing. VII. SELECTION CRITERIA Responses will be evaluated based on the following criteria: • [5 points] Executive Summary • [50 points] Qualifications of the Firm for Scope of Services; Cost • [30 points] Quality, Clarity, and Responsiveness based on Requirements • [10 points] Related Experience with Similar Projects VIII. 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. IX. CITY RESERVATION OF RIGHTS / LIABILITY WAIVER All responses submitted in response to this Request for Quotes become the property of the City and public records and, as such, are subject to public disclosure. A submission in response to this Request for Quotes 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 responses at a later date. A. This Request for Quotes 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 Request for Quotes, all Respondents who submitted will be notified. X. The City reserves the right to accept or reject any and all responses; to add or delete items and/or quantities; to amend the Request for Quotes to waive any minor irregularities, informalities, or failure to conform to the request for quotes; to extend the deadline for submitting responses; to postpone award; to award one or more contracts, by item or task, or groups of items or tasks, if so provided in the Request for Quotes and if multiple awards or phases are determined by the City to be in the public interest. XI. The City reserves the right to consider in its evaluation of the response 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. XII. 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 responses. B. 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). XIII. This Request for Quotes 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 quotes 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 Request for Quotes, waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this Request for Quotes. XIV. The City reserves the right to cancel, in part or in its entirety, this Request for Quotes including, but not limited to: selection procedures, submittal date, and submittal requirements. If the City cancels or revises this Request for Quotes, all Respondents who submitted responses will be notified. C. Projects under any contract are subject to the availability of funds. XV. 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). XVI. 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 Request for Quotes. 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 Request for Quotes or in any subsequent agreement, or any other contract entered into as a result of this Request for Quotes, 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. E. Procurement. When discrepancies occur between words and figures in this Request for Quotes, the words shall govern. No responsibility shall attach to a City employee for the premature opening of an Request for Quotes 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 Request for Quotes, 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. XVII. ATTACHMENTS The following exhibits are incorporated in this Request for Quotes: Appendix A: Non-Discrimination Affirmation Appendix B: Agreement END OF REQUEST FOR QUOTES 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 respondant’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 Occupational Health Services Page 1 of 13 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.” 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 to this Agreement 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 ______________, 20__, 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 City and will become an additional charge over and above the amount listed in the Scope of Services. City must agree in writing upon any additional charges. Appendix B Professional Services Agreement for Occupational Health Services Page 2 of 13 5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor represents and warrants: 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 has the experience and ability to perform the services required by this Agreement. c. Contractor will perform the services in a professional, competent, and timely manner and with diligence and skill. d. Contractor has the power to enter into and perform this Agreement. e. Contractor’s performance of this Agreement must 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. Contractor agrees 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: The Parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of City for any purpose. Contractor is not subject to the terms and provisions of City’s personnel policies handbook and is not considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent City or otherwise bind City in any dealings between Contractor and any third Parties. Contractor must 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 must maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor must furnish 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. Professional Services Agreement for Occupational Health Services Page 3 of 13 7. Labor Relations: If any labor problems or disputes arise during this Agreement, which cause any services to cease for any period of time, Contractor agrees to take immediate steps in its discretion, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. Contractor bears all costs of any related legal action. Contractor must provide immediate relief to City so as to permit the services to continue at no additional cost to City. Contractor acknowledges and agrees that City will not be a Party to any labor disputes between Contractor and any subcontractors or third Parties. 8. Indemnity: 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 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 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 Contractor or Contractor’s agents or employees. For any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes, Contractor must 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. Contractor’s obligations in this Section must 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 must be without regard to and without any right Professional Services Agreement for Occupational Health Services Page 4 of 13 to contribution from any insurance maintained by City. Should the City 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 City must 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 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. These obligations must survive termination of this Agreement and the services performed hereunder. 9. Insurance: In addition to and independent from Contractor’s indemnity obligations under Section 9, Contractor must, 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 must not contain any exclusion for liabilities specifically assumed by Contractor in Section 9. The insurance must be occurrence-based, and cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by City without limit and without regard to the cause. Contractor must furnish to 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 claim; $2,000,000 per occurrence; •Commercial General Liability - $1,000,000 per claim; $2,000,000 per occurrence; •Automobile Liability - $1,000,000 per property damage claim and $1,000,000 per bodily injury claim; $2,000,000 per accident; and •Professional Liability - $1,000,000 per claim; $2,000,000 per occurrence. The above amounts must be exclusive of defense costs. City must be endorsed as an additional insured on a primary non-contributory basis on the Commercial General, Employer’s Professional Services Agreement for Occupational Health Services Page 5 of 13 Liability, and Automobile Liability policies. The insurance and required endorsements must be approved by City and must include no less than a thirty (30) day notice of cancellation or non- renewal. Contractor must 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. City must approve all insurance coverage and endorsements prior to Contractor commencing work. Alternative: Contractor must provide City a certificate of insurance prior to commencing work. City must approve the limits shown on the certificate prior to commencing work. City’s approval of the limits does not relieve Contractor of Contractor’s obligation to ensure the insurance meets the requirements. 10.Waiver of Claims: Contractor also waives any and all claims and recourse against 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. 11.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, City 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”). 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 12, Contractor must be entitled to payment only for those services Contractor actually rendered. c.Any termination provided for by this Section 12 must be in addition to any other remedies to which City may be entitled under the law or at equity. d.In the event of termination under this Section 12, Contractor must, 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. 12.Termination for City’s Convenience: Professional Services Agreement for Occupational Health Services Page 6 of 13 a.Should conditions arise which, in the sole opinion and discretion of City, make it advisable to City to cease performance under this Agreement, City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination must be effective in the manner specified in the Notice of Termination for City’s Convenience and must be without prejudice to any claims that City may otherwise have against Contractor. b.Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, Contractor must 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 must immediately cancel all existing orders or contracts upon terms satisfactory to City. Contractor must 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 13, 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 13(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor must, 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. 13.Intellectual Property and Ownership of Work Product: a.Title and Ownership Rights. City retains 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 City may reasonably request, to perfect City’s ownership of any Work Product. Contractor must, at no cost to City, deliver to City, upon City request during the term of this Agreement or at its expiration or termination, a current copy of all Work Product in the form and on the media in use as of the date of City’s request, or such expiration or termination. c.Return of Physical Property. Upon expiration or termination of this Agreement, Contractor agrees to return to City all City property, including but not limited to any and all Professional Services Agreement for Occupational Health Services Page 7 of 13 physical items such as documentation, records, and equipment, which is in Contractor’s possession or under Contractor’s control. Contractor must submit to City a detailed account of all of City’s property in its possession or under Contractor’s control. Contractor must return City’s property in a method acceptable to City within ten (10) working days. Unless otherwise mutually agreed upon by the Parties, at no time must any of City’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 City all City data. Contractor must submit to City a detailed account of all of City’s data in its possession or under Contractor’s control. Contractor must return City’s data in a format acceptable to City within ten (10) working days. At no time must any data or processes that either belong to or are intended for use of City or its officers, agents, or employees, be copied, disclosed, or retained by Contractor upon expiration or termination of this Agreement. e. Destruction of Data. If requested by City, Contractor agrees to destroy all of City’s data in its possession. When requested by City to destroy City’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.” f. Certification. In all cases, Contractor will certify that all of City’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 City. 14. 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 must 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 must 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 must waive all rights to assert such claim. 15. Representatives and Notices: a. City’s Representative: City’s Representative for the purpose of this Agreement must be _________________ or such other individual as City must designate in writing. Whenever Professional Services Agreement for Occupational Health Services Page 8 of 13 approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission must be directed to City’s Representative and approvals or authorizations must 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 City in writing and may receive approvals or authorization from such persons. b. Contractor’s Representative: Contractor’s Representative for the purpose of this Agreement must be _____________________ or such other individual as Contractor must designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication must 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 must be in writing and must be provided to the Representatives named in this Section. Notices must 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. 16. Permits: Contractor must 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. 17. Laws and Regulations: Contractor must 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. 18. Generative Artificial Intelligence (AI): Contractor must inform the City’s representative of its intention to utilize Generative AI to fulfill the deliverables or services detailed in the Scope of Services. City’s representative may, in their discretion, permit or deny Contractor’s use of Generative AI. If Contractor is permitted to use Generative AI, Contractor agrees to review any work created by Generative AI for accuracy, bias, and copyright infringement. Contractor agrees Professional Services Agreement for Occupational Health Services Page 9 of 13 it will never submit any confidential or personal identifiable information acquired through this Agreement into a Generative AI system. For the purposes of this section, Generative AI is defined as a deep learning model that can generate high quality content such as stories or writings, images, voice replication and music. 19. Nondiscrimination and Equal Pay: Contractor agrees that all hiring by Contractor of persons performing this Agreement must be on the basis of merit and qualifications. Contractor must have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. Contractor cannot 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 is subject to and must 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 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 must require these nondiscrimination terms of its subcontractors providing services under this Agreement. 20. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor must 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 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 must 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 must have the right to request proof of such compliance and Contractor must be obligated to furnish such proof. Contractor must be responsible for instructing and training Contractor's employees and agents in proper and specified work methods and procedures. Contractor must provide continuous Professional Services Agreement for Occupational Health Services Page 10 of 13 inspection and supervision of the work performed. Contractor is responsible for instructing its employees and agents in safe work practices. 21.Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both Parties. Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 22.Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor must allow City, its auditors, and other persons authorized by 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. Contractor cannot issue any statements, releases or information for public dissemination without prior approval of City. 23.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. 24.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 in this Agreement, the prevailing Party or the Party giving notice is entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 25.Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 26.Dispute Resolution: a.Any claim, controversy, or dispute between the Parties, their agents, employees, or representatives must be resolved first by negotiation between senior-level personnel from each Party duly authorized to negotiate settlement agreements. Upon mutual agreement of the Parties, Professional Services Agreement for Occupational Health Services Page 11 of 13 the Parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. The Parties must attempt to resolve by negotiation within 90 days after the claim, controversy, or dispute has arisen. b.If the Parties are unable to resolve the dispute pursuant to subsection (a), then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. In such a case, all court actions must be commenced within 1 year after the settlement procedure in subsection (a) has been exhausted. 27.Survival: Contractor’s indemnification must survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 28.Headings: The headings used in this Agreement are for convenience only and are not to be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 29.Severability: If any portion of this Agreement is held to be void or unenforceable, all other provisions of this Agreement must remain in effect. 30.Applicable Law: The Parties agree that this Agreement is governed by the laws of the State of Montana. 31.Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the Parties. 32.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. 33.Counterparts: This Agreement may be executed in counterparts, which together constitute this Agreement. 34.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 oral 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. Professional Services Agreement for Occupational Health Services Page 12 of 13 35.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. 36.Extensions: This Agreement may, upon mutual agreement, be extended for a period of up to one year at a time by written agreement of the Parties. In no case, however, may this Agreement run longer than five (5) years from the effective date of this Agreement. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Professional Services Agreement for Occupational Health Services Page 13 of 13 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written or as recorded in an electronic signature. CITY OF BOZEMAN, MONTANA ____________________________________ CONTRACTOR (Type Name Above) By________________________________ By__________________________________ Chuck Winn, City Manager Print Name: ___________________________ Print Title: ____________________________ APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney