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HomeMy WebLinkAboutBozeman Fiber FINAL Construction RFP 8-18-15 Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 1 of 16 Bozeman Fiber, Inc. Request for Proposals for Professional Services Bozeman Fiber Master Plan Implementation 1 - GENERAL INFORMATION 1.1 Bozeman Fiber, Inc. seeks to procure one or more qualified professional service providers to provide specialized fiber optic engineering, project management, network equipment installation and testing services. 1.2 The Request for Proposals must be received by Bozeman Fiber, Inc. at 2000 Commerce Way, Bozeman, MT 59715 no later than 5:00 pm local time on September 9, 2015. 1.3 Questions pertaining to the selection process should be directed to Brit Fontenot, Secretary, Bozeman Fiber, Inc. at bfontenot@bozeman.net. 1.4 Bozeman Fiber, Inc. shall not be held responsible for any oral instructions. Any changes to this Request for Proposals (RFP) will be in the form of an addendum, which will be sent to firms that have indicated their interest in responding to this RFP in writing via email to the email address provided by each interested firm. 1.5 The service provider(s) will be selected on the basis of demonstrated competence and qualification for the type of services required and thereafter Bozeman Fiber, Inc. will negotiate the services agreement with what it deems to be the most qualified firm for the particular project. Bozeman Fiber, Inc. reserves the right to select any contractor based on any combination of qualifications it deems most suitable for this project. 2 ‐ PRELIMINARY SCOPE OF SERVICES After being selected, the service provider(s) will execute a professional services agreement with Bozeman Fiber, Inc. to provide services based primarily on the preliminary scope of services set forth in Exhibit A. The service provider and Bozeman Fiber, Inc. shall negotiate a final scope of services after selection. A copy of the Agreement form utilized by Bozeman Fiber, Inc. is attached as Exhibit B. Bozeman Fiber, Inc. may, in its sole discretion, select more than one service provider to provide the services set forth in Exhibit A, depending on that firm’s relevant expertise. Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 2 of 16 3 ‐ QUALIFICATIONS EVALUATION CRITERIA 3.1 The service provider will be selected through a qualification‐based selection process. Firms interested in providing the requested scope of services (or any part thereof) to Bozeman Fiber, Inc. must submit a Response that includes the submittal requirements and addresses the following evaluation criteria. Information included within the Response may be used to evaluate your firm as part of any criteria regardless of where that information is found within the Response. Information obtained from the Response and from any other relevant source may be used in the evaluation and selection process. 3.2 Qualifications Criteria. Respondents to this RFP shall be evaluated based on criteria deemed relevant by Bozeman Fiber, Inc., which may include the following criteria, with Bozeman Fiber, Inc. choosing, in its opinion, the most qualified firm to provide the services required for the proposed project: a. The qualifications of professional personnel to be assigned to the project; b. Successful related experience on similar projects involving open access networks owned by cities, or economic development and community benefit entities; c. Capability to meet time and budget requirements; d. Present and projected workloads; e. Demonstrated knowledge of the Bozeman Fiber Initiative and Bozeman Fiber Master Plan; f. Location of the firm in relation to the project; and g. Examples of recent and current work of similar type and scale as that proposed in the Bozeman Fiber Master Plan. 4 ‐ SUBMITTAL REQUIREMENTS 4.1 All proposals must contain the following information: a. A one-page cover letter; b. Project management chart; c. Example project schedule depicting all tasks for this project; d. At least five (5) case studies (no more than two (2) pages each) to demonstrate the firm’s qualifications and experience on projects similar to the preliminary scope of services and the Bozeman Fiber Master Plan; e. At the discretion of the firm, no more than five (5) typewritten, single-spaced pages more fully describing the firm's qualifications for the specific project and including all information required by this section; f. Description of: (i) any litigation, arbitration, or claims filed by the submitting firm against any other client as a result of a contract dispute within the past ten (10) years; Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 3 of 16 (ii) a list of any contract or negligence claims filed against the submitting firm within the past ten (10) years; and (iii) a list of similar service agreements wherein termination occurred prior to final completion of the project within the past ten (10) years; g. Any other information necessary to address the criteria included in Section 3, above, and the scope of services but subject to the page limitation stated above; h. A list of references from similar projects; and i. At the discretion of the firm, a company brochure. 4.2 The Request for Proposals must be submitted to Bozeman Fiber, Inc. at c/o Gallatin Foundation Inc., 2000 Commerce Way, Bozeman, Montana 59715, by 5:00 pm local time, Wednesday, September 9, 2015. Seven (7) copies must be submitted to the address above prior to the deadline, along with one (1) digital version provided on a compact disc. 4.3 Failure to comply with the following criteria may be grounds for disqualifications:  Delivery of submission by the specified cut‐off date and time.  Provide the required number of originals and/or copies of the submittal specified.  Adherence to maximum page requirements.  Submit required non-discrimination affirmation statement. (Exhibit C) 4.4 Adherence to the maximum page criteria is critical; each page side (maximum 8 1/2” x 11”) with criteria information will be counted. Pages that have photos, charts and graphs will be counted towards the maximum number of pages. 5 ‐ SELECTION PROCEDURE AND SCHEDULE 5.1 The board of directors of Bozeman Fiber, Inc. or a committee designated thereby will evaluate each Response according to the above criteria. It is currently expected that each respondent will be ranked and, if necessary, the board or committee may select respondents for interviews. The purpose of the interview will be to expand on the information provided in the Response, not to repeat information already provided. Respondents selected for interviews will be provided additional instruction by Bozeman Fiber, Inc. Respondents not selected for further consideration will be notified. The final selection will be based on an evaluation of the written responses to the RFP and, if conducted, interviews. Award of the project will be made following contract negotiations to the most qualified respondent, as determined by Bozeman Fiber, Inc. in its sole discretion, at a price which Bozeman Fiber, Inc. determines to be fair and reasonable taking into account the estimated value of services to be rendered, as well as the scope, complexity, and professional nature thereof. Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 4 of 16 5.2 Following the interviews, if any, the board of directors or committee will determine a ranking for each firm based on the published criteria in Section 3 and any other criteria the board or committee deems relevant. Consideration will be given to both the written Response and interview. 5.3 Requests for briefings or selection decisions shall be made in writing to Bozeman Fiber, Inc. All information submitted by firms and related board of directors or committee evaluations and rankings shall be considered confidential. 5.4 Bozeman Fiber, Inc. will enter into negotiations with the selected respondent and execute an agreement for professional services upon completion of negotiations. If Bozeman Fiber, Inc. is unsuccessful in negotiating a contract with the highest ranked team, Bozeman Fiber, Inc. may then negotiate with the second or third highest ranked team until a contract is executed, or may decide to terminate the selection process at any time and for any reason. As set forth in Section 6, Bozeman Fiber, Inc. is not obligated to execute an agreement with any party. 6 – RESERVATION OF RIGHTS BY BOZEMAN FIBER, INC. The issuance of this RFP and the acceptance of a submittal do not constitute an agreement by Bozeman Fiber, Inc. that any contract will actually be entered into by Bozeman Fiber, Inc. Any costs incurred by respondents in preparation of a response to this RFP are the sole responsibility of the respondents. Any or all disputes arising under this RFP and any contract negotiated as a result of this RFP shall be governed by the laws of the State of Montana. Bozeman Fiber, Inc. reserves the right to issue written notices of any change in the submittal process should Bozeman Fiber, Inc. determine, in its sole and absolute discretion, that such changes are necessary or desirable. In addition and notwithstanding any other provision of the RFP, Bozeman Fiber, Inc. reserves the right to: 1. Waive any immaterial defect or informality in a submittal; 2. Extend or otherwise revise the submittal due date; 3. Reject any or all submissions or portions thereof; 4. Cancel this RFP at any time; 5. Reissue a new or revised RFP; and 6. Request additional information or require one or more teams to submit a more detailed submittal. Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 5 of 16 This solicitation does not require Bozeman Fiber, Inc. to award a contract, to pay any cost incurred with the preparation of a proposal, or to procure or contract for services. Bozeman Fiber, Inc. may divide the preliminary scope of services into separate sub-projects, and award contracts on that basis. Bozeman Fiber, Inc. reserves the right to accept or reject any submittals received in response to this request, to negotiate with any qualified source, or cancel in whole or part this process if it is in the best interest of Bozeman Fiber, Inc. Prior to negotiations, prospective entities may be required to submit revisions to their proposal. 7 – SUBMITTAL REJECTION/RIGHT TO DISQUALIFY Submittal of terms, conditions and/or agreements may result in rejection if such terms, conditions, or agreements are deemed unacceptable by Bozeman Fiber, Inc. in its sole discretion. Bozeman Fiber, Inc. reserves the right to disqualify any entity who fails to provide information or data specifically requested herein or who provides materially inaccurate or misleading information or data. Bozeman Fiber, Inc. reserves the right to disqualify any entity on the basis of any real or apparent conflict of interest. This disqualification is at the sole discretion of Bozeman Fiber, Inc. 8 – BOZEMAN FIBER, INC.’S NONDISCRIMINATION POLICY Each entity submitting under this notice shall affirm, on a separate form provided by Bozeman Fiber, Inc., 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 related to fulfillment of the services identified in this RFP. Failure to comply with the above shall be cause for Bozeman Fiber, Inc. to deem the submittal non-responsive. 9 – CONFIDENTIALITY By accepting this RFP the recipient agrees to maintain as confidential this RFP, all documents and information included herewith and all other documents and information (both written and oral) provided to the recipient in connection with this RFP and the evaluation, interview and selection process (all such documents and information being collectively referred to as “Confidential Information”). The recipient agrees not to disclose any Confidential Information to any other person or firm except for disclosure to the recipient’s employees, contractors and advisors who are under an obligation of confidentiality and who are informed of the confidential Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 6 of 16 nature of the Confidential Information, and then disclosure shall be made only as necessary for purposes of completing and responding to this RFP and the related evaluation, interview and selection process. In addition, by accepting this RFP the recipient agrees that it will not use the Confidential Information for any purpose other than completing and responding to this RFP and, if selected to proceed, use in connection with services provided to Bozeman Fiber, Inc. If the recipient is not selected to proceed the recipient will destroy all Confidential Information in its possession or control. The recipient recognizes and acknowledges the competitive value of the Confidential Information and the damage that could result to Bozeman Fiber, Inc. if the Confidential Information were used or disclosed except as authorized herein. Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 7 of 16 EXHIBIT A PRELIMINARY SCOPE OF SERVICES Background: A coalition of key stakeholders supports the development of an integrated, open access (Layer 2), community fiber optic network. This new network will support the public sector, bridge service gaps, enhance redundancy, and provide access to high capacity fiber to enable private vendors to better deliver network services, and promote economic development. The network will aggregate demand and create financial incentives for increased private sector investment in regional and interstate connectivity. In July 2014, the City of Bozeman, Prospera Business Network and the Northern Rocky Mountain Economic Development District engaged consultants to develop a Bozeman Fiber Master Plan to create a phased build plan for an open access network connecting community anchor institutions and central business districts. The plan details a ringed active Ethernet architecture to promote redundancy with a plan for a hybrid architecture enabled for long term growth. The plan integrates a number of areas where the City had already planned or engineered a fiber and/or conduit system for City purposes into the larger network. The Bozeman Fiber Master Plan divides the work into three phases, but Bozeman Fiber, Inc. has formulated a new first build specification, based on the Master Plan which incorporates aspects of all three phases. This plan includes approximately 23 miles of fiber covering selected business districts, connecting schools and government buildings and closing loops to provide for redundancy. The Bozeman Fiber Master Plan and Feasibility Study is available at the following link: http://weblink.bozeman.net/WebLink8/0/doc/78575/Electronic.aspx See the fiber route map below although please note that final routes and maps are subject to change pending budget and engineering constraints. §¨¦90 §¨¦90 UV86 Durston Rd S 3rd AveFrontage Rd N 7th AveCottonwood RdFowler LnL StN 19th AveS 19th AveS 11th AveHighland BlvdSourdough RdStucky Rd S Willson AveW Babcock St Ellis St E Baxter Ln E Griffin Dr E Valley Center Rd E Kagy BlvdS Church AveS 8th AveN 19th StW College St Goldenstein Ln N Wallace AveHaggerty LnS 20th AveW Lincoln StN 15th AveWagonwheel RdGolf WayStory Mill RdSpringhill RdW Griffin Dr W Peach St N 20th AveN Grand AveN Western DrS Ferguson AveSourdough RdW College St Sources: Esri, HERE, DeLorme, TomTom, Intermap, increment P Corp., GEBCO,USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, EsriJapan, METI, Esri China (Hong Kong), swisstopo, MapmyIndia, © OpenStreetMapcontributors, and the GIS User Community 0 2,500 5,000 7,5001,250 Feet Bozeman, MT - Network Design ¯ Legend Planned Fiber Gold Red Green Tenative Conduit DT TIF Extension Lateral !A Structures LocationsCommunity Anchor Institute Tax Increment District Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 8 of 16 Preliminary Scope of Services Fiber Optic Engineering, Project Management, Business Process Development, Financial Modeling, and Network Equipment Installation and Testing for a Community Open Access (Layer 2) Fiber Optic Network a. Fiber Optic Engineering and Project Management Services for an open access (Layer 2) active Ethernet network constructed in phases i. Pre-design services including: project scope definition, preparation of design alternatives and preliminary cost estimates, preliminary layouts, and utility conflict and encroachment analysis. ii. Familiarity with Federal, State, and local design standards and applicable specifications. iii. Design and construction surveys, including coordination with surveying firms. iv. Design report preparation. v. Preparation of preliminary and final plans and specifications, contract documents, and construction cost estimates in accordance with applicable standards. vi. Plan review and approval coordination with State, County, and other local agencies. vii. Bid period and post-bid period activities coordination. viii. Construction project management, administration and inspection. b. Network Equipment Installation and Testing i. Select appropriate network equipment for an open access (Layer 2) active Ethernet fiber optic network. Install, connect, and test network equipment. The above-referenced preliminary scope of work may be divided into several sub-projects and separate contracts may be negotiated over a period of time with a number of the qualified firms responding to this RFP based on the firms’ respective qualifications. Bozeman Fiber, Inc.'s current intent is to develop a ranked list of prequalified firms; subsequent technical proposals and/or interviews may be requested prior to actual consultant selection and contract negotiation. Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 9 of 16 EXHIBIT B FORM OF AGREEMENT CONTRACT BETWEEN OWNER AND CONSULTANT This CONTRACT BETWEEN OWNER AND CONSULTANT (this “Agreement”) is made by and between __________________ (hereinafter referred to as “the Consultant”) and Bozeman Fiber, Inc. (hereinafter referred to as “the Owner”) and shall be considered effective as of ______________. The Owner and the Consultant agree as follows: ARTICLE 1: PROJECT The Owner is retaining the Consultant to provide professional services including fiber optic engineering, project management, and network equipment installation and testing. The Consultant is familiar with the Owner’s requirements and goals and represents that it has the qualifications and experience necessary to fulfil its responsibilities under this Agreement. ARTICLE 2: SCOPE OF WORK. 2.1 Scope of Work. [Insert paragraphs as necessary to thoroughly define scope] 2.2 Additional Services. Additional Services may be suggested by the Consultant or requested by the Owner, but the Owner and Consultant must agree in writing in advance on the scope and compensation for any Additional Services. The Owner will not pay for Additional Services provided without the Owner’s advance written authorization. ARTICLE 3: CONSULTANT’S COMPENSATION. 3.1 For services provided under this Agreement, the Owner will pay the Consultant on the following basis: [Fixed Fee or Time and Materials with a Cap] 3.2 The Consultant’s compensation may only be increased by a written agreement signed by the Owner and the Consultant. 3.3 The Owner will pay for the actual and documented cost of the Reimbursable Expenses without mark-up. The term “Reimbursable Expenses” shall mean: 1. Transportation (with prior written authorization from Owner) and authorized (in writing) out-of-town travel and subsistence; 2. Project Web sites, and extranets; 3. Fees paid for securing approval of authorities having jurisdiction over the Project; 4. Plots; Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 10 of 16 5. Expense of overtime work requiring higher than regular rates, if authorized in writing in advance by the Owner; 6. Renderings, models, mock-ups, professional photography, and presentation materials requested by the Owner; and 7. Site office expenses. ARTICLE 4: INVOICING, PAYMENTS AND WAIVERS. 4.1 The Consultant will invoice the Owner on a monthly basis on the last business day of a month. Each invoice will be based on [percentage completion of the items in Article 2 for fixed fee][actual time and materials if a T&M contract]. The Owner will pay the approved amount of an invoice within thirty (30) days of receipt. The Owner will provide notice to the Consultant if the Owner believes all or any portion of an invoice is inaccurate, and may withhold payment for that portion until the parties resolve the dispute. 4.2 The Consultant shall provide with each invoice a copy of all receipts or other documents evidencing the actual cost of any Reimbursable Expenses incurred by the Consultant. 4.3 The Consultant will submit a final invoice upon completion of all services and provision to the Owner of all deliverables. Acceptance of final payment by the Consultant shall constitute a waiver of all claims against the Owner. 4.4 Upon receipt of final payment, the Consultant shall provide the Owner with full, final and unconditional lien waivers from the Consultant and from all subconsultants retained by the Consultant. ARTICLE 5: CONSULTANT RESPONSIBILITIES 5.1 The Consultant shall perform its services consistent with the professional skill and care ordinarily provided by professionals practicing in the under the same or similar circumstances so as to meet the Owner’s requirements for the Project. The Consultant shall perform its services in a timely fashion. 5.2 The Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all concepts, programming, reports, designs, drawings, specifications, and other services furnished under this Agreement. The Consultant shall, without additional compensation, correct or revise any errors, deficiencies, or omissions in concepts, programming, reports, designs, drawings, specifications, estimates, and other services. 5.3 The Consultant shall cause its services to be performed by appropriately licensed professionals who are licensed to practice in Montana. 5.4 The Consultant shall coordinate its services with the services provided by its subconsultants or by consultants hired by the Owner. Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 11 of 16 5.5 The Consultant shall provide copies of drawings, reports, specifications, or other necessary information to the Owner and other consultants hired by the Owner as necessary. 5.6 Reports, recommendations, and other documents prepared by the Consultant may be provided to and used by design professionals and contractors for construction and development of the Owner’s property. 5.7 The Consultant shall defend, indemnify, and hold harmless the Owner from all claims, causes of action, complaints, damages, demands, or liabilities of any type arising from or in any way related to any negligent or wrongful act, error, or omission of the Consultant or any subconsultant hired by the Consultant. This indemnification obligation shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for the Consultant under workers’ compensation acts, disability benefit acts, or other employee benefit acts. This indemnity obligation includes reasonable attorney’s fees and costs. The Owner shall be entitled to recover reasonable attorney’s fees and costs incurred in enforcing this indemnity obligation. 5.8 The Consultant has, and shall maintain, the following insurance: 1. Worker’s compensation insurance that complies with Montana law. 2. General Liability with limits of at least $2,000,000 per occurrence/$4,000,000 aggregate. 3. Automobile Liability Insurance with limits of at least $1,000,000 per accident. 4. Professional liability insurance with limits of at least $___________ per claim and $__________ in the aggregate. The Consultant shall maintain this professional liability coverage for at least ten (10) years after the date of substantial completion. Such insurance shall be placed with insurers that have an A.M. Best rating of “A-“ or better and are licensed to do business in the State of Montana. The Consultant shall be solely responsible for payment of all insurance premiums. 5.9 The Consultant shall ensure that all subconsultants maintain insurance coverages with limits at least equal to those required of the Consultant under this Agreement. With the exception of the professional liability policy, the policies maintained by the Consultant and its subconsultants shall be primary and non-contributory to any other valued and collectible insurance available to the Owner. The Owner shall be listed as an Additional Insured on all insurance policies maintained by the Consultant with the exception of the Consultant’s professional liability insurance policy 5.10 The Consultant shall ensure that all subconsultants are duly qualified to perform the services expected and that all subconsultants are licensed to practice by the State of Montana. Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 12 of 16 5.11 The Consultant shall promptly review requests by the Owner or the contractor for changes in the Work, including adjustments to the Cost of the Work or the schedule for the Project. If the Consultant determines that implementation of the requested change(s) will impact the project schedule or the Cost of the Work, or both, the Consultant will make a recommendation to the Owner regarding approval or disapproval of the requested change(s). For purposes of this Agreement, the term “Cost of the Work” shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Consultant and shall include contractors’ general conditions costs, overhead and profit. 5.12 The Consultant shall conduct such inspections of the Work as necessary to ensure that the contractor’s work complies with the requirements of the plans and specifications, and the Owner’s requirements. The Consultant shall promptly notify the Owner in writing of any work that does not comply. ARTICLE 6: CLAIMS, DISPUTE RESOLUTION, VENUE AND CHOICE OF LAW. 6.1 Any claim arising out of or related to the Agreement, and except those waived or barred as provided elsewhere in this Agreement, shall be subject to mediation as a condition precedent to arbitration or to the institution of legal or equitable proceedings by either party. 6.2 The parties shall endeavor to resolve their claims by mediation. The parties will mutually agree on a mediator, and either party may file a request for mediation. The request may be made concurrently with a demand for arbitration, but, in such an event, the mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the parties or by court order. 6.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Bozeman, Montana, unless the parties mutually agree to conduct the mediation in another location. Any agreements reached in mediation shall be enforceable as settlement agreements by any court having jurisdiction. 6.4 Any claims not resolved by mediation may be resolved through litigation or, if the parties mutually agree in writing, through arbitration. 6.5 A request for arbitration must be made within forty five (45) days of the mediation conducted under paragraph 6.2 and 6.3. 6.6 A demand for arbitration may not be made after the date when institution of legal or equitable proceedings will be barred by the applicable statute of limitation or an applicable statute of repose. 6.6 Venue for any arbitration or litigation arising out of this Agreement shall be in the Eighteenth Judicial District, County of Gallatin, Montana. Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 13 of 16 6.7 Choice of Law. The Agreement shall be governed by, and interpreted under, the law of the State of Montana, without regard to conflict of law principles. ARTICLE 7: TERMINATION OR SUSPENSION OF THE CONTRACT. 7.1 The Owner may terminate this Agreement for cause or for the Owner’s convenience. Termination for cause may occur after 14 days written notice and an opportunity to cure. Cause justifying termination by the Owner may include, but is not limited to: 1. Material breach of this Agreement by the Consultant; 2. Failure of the Consultant to provide enough properly skilled employees and/or resources to timely fulfill the Consultant’s obligations under this Agreement; 3. Insolvency or bankruptcy of the Consultant; or 4. Repeated errors and/or omissions by the Consultant. 7.2 In case of termination for the Owner’s convenience, the Consultant shall be entitled to receive payment for work executed prior to the time of such termination, but shall not be entitled to compensation for future or expected profits or for any work not performed. 7.3 In case of termination for cause, the Consultant shall not be entitled to payment of any sums until the Owner determines and accounts for any damages resulted from the Consultant’s errors, omissions, or breach of contract. 7.4 Regardless of the type of termination, the Consultant shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from any termination. The Consultant shall not be paid for any work not performed. 7.5 The Consultant may terminate this Agreement for cause upon 14 days written notice and an opportunity to cure if the Owner materially breaches this Agreement. 7.6 The Owner may suspend this Agreement for the Owner’s convenience. If this suspension exceeds 365 cumulative days, the parties may discuss and agree on adjustments, if any, to the Consultant’s compensation. 7.7 In the event of any termination, the Owner shall retain the right to use the Instruments of Service and may transmit the Instruments of Service to other professionals to complete the Project, or a reasonably related project. The Consultant will not be responsible for modifications or alterations made to the Instruments of Service after termination. ARTICLE 8: ADDITIONAL PROVISIONS 8.1 Working the Project site presents many potentially hazardous working conditions such as, but not limited to, building construction, various stages of road work construction, wildlife (including moose and bear) encounters, high altitude, physical job duty Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 14 of 16 expectations and other various hazardous/safety conditions. The Owner expects all persons working at the Project site to be fit to work in these conditions. The Consultant acknowledges the nature of the potential conditions its employees might encounter at the Project site. The Consultant will use all reasonable precautions to ensure the employees it supplies are fit for these work conditions. Such reasonable measures may include background checks (hiring requirement), driver’s license in good standing (DMV check), and fitness for duty (job duty restriction and physical tests and drug and alcohol tests as deemed necessary). 8.2 This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, discussions or agreements, either written or oral. This Agreement may only be modified by a written agreement signed by the Owner and the Consultant. 8.3 The Consultant is an independent contractor and not an employee of the Owner. Nothing contained in the Agreement shall be deemed or construed to (1) make the Consultant an agent, servant, or employee of the Owner; or (2) create any partnership, joint venture or other association between the Owner and the Consultant. No other party may assert a claim against the Owner as a purported beneficiary of this Agreement. 8.4 The Consultant may not assign its rights or obligations under this Agreement without prior written consent from the Owner, and any attempted or purported assignment in violation of this provision shall be null and void. 8.5 The Consultant may, with the Owner’s prior written approval, identify this Project in its promotional materials provided that the Consultant does not disclose any confidential or sensitive information of the Owner. 8.6 Each provision of this Agreement shall be considered severable and if for any reason any provision which is not essential to the effectuation of the basic intent of this Agreement is determined to be invalid, such invalidity shall not impair the operation of or effect those provisions of this Agreement which are valid. 8.7 This Agreement may be executed in any number of counterparts, including via facsimile or electronic mail delivery of scanned copies, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one agreement. [Signatures on the following page] Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 15 of 16 Dated this ___ day of _________, 2015 BOZEMAN FIBER, INC. ____________________________________ ____________________________________ BY ITS Dated this ____ day of _________, 2015 ___________________________________ ___________________________________ ___________________________________ BY ITS Bozeman Fiber, Inc. Request for Proposals for Bozeman Fiber Master Plan Implementation Page 16 of 16 EXHIBIT C NON-DISCRIMINATION AFFIRMATION FORM _________________________ [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 in the performance of work performed for Bozeman Fiber, INC., if a contract is awarded to it, and also recognizes the eventual contract, if awarded, will contain a provision prohibiting discrimination as described above and that this prohibition shall apply to the hiring and treatment of the _________________________ [name of entity submitting] employees and to all subcontracts it enters into in performance of the agreement with Bozeman Fiber, INC. Signature of Bidder: ______________________________ Person authorized to sign on behalf of the bidder