IFB UM Natural Gas_FINAL.docx

University of Montana

INVITATION FOR BID (IFB)

(THIS IS NOT AN ORDER)

IFB Number: UOM-IFB-2025-3313

IFB Title: Natural Gas Supply

IFB Due Date and Time: June 11th 2025 2pm

ISSUING AGENCY INFORMATION

Bob Hlynosky, Procurement Officer Email: bob.hlynosky@mso.umt.edu

Issue Date:5/28/2025

University of Montana Procurement Services Lommasson Center 236 Missoula, Montana 59812-2304

Phone: (406) 243-5595

Website: https://spb.mt.gov/eMACS-Resources

INSTRUCTIONS TO BIDDERS

The State of Montana has a new vendor registration and bids/proposals system (eMACS). This system provides vendor registration and electronic bid notification to all registered vendors. Please visit https://spb.mt.gov/eMACS-Resources to register and to learn more about the new system!

FOB: UNIVERSITY OF MONTANA

CENTRAL RECEIVING

MISSOULA MT 59812

BIDDERS MUST COMPLETE THE FOLLOWING

Bidder Name/Address/Phone Number:

Authorized Bidder Signatory:

(Please print name and sign)

Bidder Federal I.D./Social Security Number:

Bidder E-mail Address:

INSTRUCTIONS TO VENDOR

The above COVER SHEET must be filled out and attached.

The COVER SHEET must be signed and attached to your response. Bidder's bid must be signed by an individual authorized to legally bind the offeror. The Bidder's signature guarantees that the bid has been established without collusion. Bidder shall provide proof of authority of the person signing the IFB upon the University's request.

Questions related to this bid should be asked on or before June 04, 2025 through the eMACS Q&A Board.

Please be sure you certify and submit your bid when it is completed. If you need assistance with the bidding software or to verify your bid has been completely submitted, please contact the eMACS help-desk at 1-406-444-2575 or via email at emacs@mt.gov

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UNIVERSITY OF MONTANA STANDARD TERMS AND CONDITIONS

By submitting a response to this invitation for bid, request for proposal, limited solicitation, or acceptance of a contract or purchase order, the vendor agrees to acceptance of the following Standard Terms and Conditions and any other provisions that are specific to this solicitation, contract, or purchase order.

BIDS/PROPOSALS/SOLICITATIONS:

1. ACCEPTANCE/REJECTION OF BIDS, PROPOSALS, OR LIMITED SOLICITATION RESPONSES: The University reserves the right to accept or reject any or all bids, proposals, or limited solicitation responses, wholly or in part, and to make awards in any manner deemed in the best interest of the University. Bids, proposals, and limited solicitation responses will be firm for 30 days, unless stated otherwise in the text of the invitation for bid, request for proposal, or limited solicitation.

2. ALTERATION OF SOLICITATION DOCUMENT: In the event of inconsistencies or contradictions between language contained in the University’s solicitation document and a vendor’s response, the language contained in the University’s original solicitation document will prevail. Intentional manipulation and/or alteration of solicitation document language will result in the vendor’s disqualification and possible debarment.

3. DEBARMENT: The Contractor certifies, by submitting this bid or proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. If the Contractor cannot certify this statement, attach a written explanation for review by the University.

4. FAILURE TO HONOR BID/PROPOSAL: If a bidder/offeror to whom a contract is awarded refuses to accept the award (PO/contract) or fails to deliver in accordance with the contract terms and conditions, the department may, in its discretion, suspend the bidder/offeror for a period of time from entering into any contracts with the University of Montana.

5. LATE BIDS AND PROPOSALS: Regardless of cause, late bids and proposals will not be accepted and will automatically be disqualified from further consideration.

6. RECIPROCAL PREFERENCE: The University of Montana applies a reciprocal preference against a vendor submitting a bid from a state or country that grants a residency preference to its resident businesses. A reciprocal preference is only applied to an invitation for bid for supplies or an invitation for bid for non-construction services for public works as defined in section 18-2-401(9), MCA, and then only if federal funds are not involved. For a list of states that grant resident preference, see https://spb.mt.gov/Vendor-Resources/Preferences .

7. SOLICITATION DOCUMENT EXAMINATION: Vendors shall promptly notify the University of any ambiguity, inconsistency, or error which they may discover upon examination of a solicitation document.

PURCHASE ORDERS/CONTRACTS:

8. ACCESS AND RETENTION OF RECORDS: The Contractor agrees to provide the department, Legislative Auditor, or their authorized agents, access to any records necessary to determine contract compliance. (Section 18-1-118, MCA). The Contractor agrees to create and retain records supporting the services rendered or supplies delivered for a period of eight years after either the completion date of the contract or the conclusion of any claim, litigation, or exception relating to the contract taken by the University of Montana or third party.

9. ASSIGNMENT, TRANSFER AND SUBCONTRACTING: The Contractor shall not assign, transfer or subcontract any portion of the contract without the express written consent of the department. (Section 18-4-141, MCA.)

10. AUTHORITY: The attached bid, request for proposal, limited solicitation, contract, or purchase order is issued under authority of Title 18, Montana Code Annotated, and the Administrative Rules of Montana, Title 2, chapter 5.

11. CHANGES IN WORK or INCREASE IN CONTRACT/PURCHASE ORDER AMOUNT: Prior approval must be obtained in the form of a contract addendum or purchase order adjustment from University Procurement Services. A request by the Contractor or the University Department representative shall be accompanied by an itemized statement, which details all costs that would be incurred to effect the change. Contractor shall provide a complete statement of all actual costs to be incurred for each requested change. This information will be approved by the University Department and sent to the University of Montana Procurement Services for the contract addendum to be signed by both parties and/or the purchase order to be adjusted.

12. COMPLIANCE WITH LAWS: Contractor shall, in performance of work under this Contract, fully comply with all applicable federal, state, or local laws, rules, regulations, and executive orders including but not limited to, the Montana Human Rights Act, the Equal Pay Act of 1963, the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973. Contractor is the employer for the purpose of providing healthcare benefits and paying any applicable penalties, fees and taxes under the Patient Protection and Affordable Care Act [P.l. 111-148, 124 Stat. 119]. Any subletting or subcontracting by Contractor subjects subcontractors to the same provisions. In accordance with 49-3-207, MCA, and Executive Order No. 04-2016 Contractor agrees that the hiring of persons to perform this Contract will be made on the basis of merit and qualifications and there will be no discrimination based on race, color, sex, pregnancy, childbirth or medical conditions related to pregnancy or childbirth, political or religious affiliation or ideas, culture, creed, social origin or condition, genetic information, sexual orientation, gender identity or expression, national origin, ancestry, age, disability, military service or veteran status, or marital status by the persons performing this Contract.

13. COMPLIANCE WITH WORKERS' COMPENSATION ACT: Contractor shall comply with the provisions of the Montana Workers' Compensation Act while performing work for the University in accordance with 39-71-401, 39-71-405, and 39-71-417, MCA. Proof of compliance must be in the form of workers' compensation insurance, an independent contractor's exemption, or documentation of corporate officer status. Neither Contractor nor its employees are University employees. This insurance/exemption must be valid for the entire contract term and any renewal. Upon expiration, a renewal document must be sent to the University of Montana, Procurement Services, 32 Campus Drive, Missoula, MT 59812-2304.

14. CONFIDENTIALITY: Contractor agrees that information not generally known to the public to which the Contractor has been or will be exposed as a result of the Contractor’s work with and for the University is confidential information that belongs to the University. This includes information developed by the Contractor, alone or with others, or entrusted to the University by its customers or others. The University’s confidential information includes, without limitation, information relating to the University’s trade secrets, know-how, procedures, purchasing, accounting, marketing, sales, customers, distributors, and employees. Contractor will hold the University’s confidential information in strict confidence and will not disclose or use it except as authorized by the University for the University’s benefit. Contractor also acknowledges and agrees not to disclose, and has not been asked to disclose, confidential information learned from prior individuals or companies. The confidentiality provision of this agreement shall survive after the Contractor’s services to the University ends, regardless of the reason it ends, and shall be enforceable regardless of any claim the Contractor may have against the University.

15. CONFORMANCE WITH CONTRACT: No alteration of the terms, conditions, delivery, price, quality, quantities, or specifications of the contract shall be granted without University Procurement Services prior written consent. Product or services provided that do not conform to the contract terms, conditions, and specifications may be rejected and returned at the Contractor’s expense.

16. CONTRACTOR: The Contractor is an independent contractor or a business providing services for the University of Montana. Neither the Contractor nor any of his employees are employees of the University of Montana or any agency or division thereof, nor will they be considered employees of the University of Montana under any subsequent amendment to the contract or purchase order unless otherwise expressed.

17. DISABILITY ACCOMMODATIONS: The University does not discriminate on the basis of disability in admission to, access to, or operations of its programs, services, or activities. Individuals who need aids, alternative document formats, or services for effective communications or other disability related accommodations in the programs and services offered are invited to make their needs and preferences known to this office. Interested parties should provide as much advance notice as possible.

18. FORCE MAJEURE: Neither party is responsible for failure to fulfill its obligations due to causes beyond its reasonable control that make the contract impossible, impracticable, or frustrate the purpose of the contract, including but not limited to: acts or omissions of government or military authority; acts of God; government or court orders, guidelines, regulations or actions related to communicable diseases, epidemics, pandemics, or other dangers to public health; materials shortages; transportation delays; fires; floods; labor disturbances; riots; wars; terrorist acts; or any other causes, directly or indirectly beyond the reasonable control of the nonperforming party, so long as such party uses its best efforts to remedy such failure or delays if reasonable to do so. A party affected by a force majeure condition shall provide written notice to the other party within a reasonable time of the onset of the condition. A force majeure condition excuses a party’s obligations under this contract, unless the parties mutually agree that the obligation is merely suspended because of the condition.

19. HOLD HARMLESS/INDEMNIFICATION: The Contractor agrees to protect, defend, and save the University, its elected and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of the Contractor's employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of the Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University, under this agreement

20. INVOICES: Except where stipulated otherwise on the purchase order, address all invoices to:

University of Montana Accounts Payable 32 Campus Drive Missoula, MT 59812-2304 or send via email to montana.invoices@trustflowds.com. Invoices sent via email must meet these requirements:

a. All invoices must reference the purchase order number.

b. All invoices must have a unique invoice number – 15 max. characters and a number is preferred.

c. All invoices may state their remittance address.

d. All invoices must be PDF attachments with scan image quality of at least 300dpi.

e. UM will accept multiple PDF attachments in a single email.

- Each invoice must be a single PDF.

- One PDF equals one invoice.

- UM will not accept multiple invoices within the same PDF attachment.

f. Do not send correspondence to montana.invoices@trustflowds.com as any text or additional information in the email will be discarded.

21. PAYMENT TERM: All payment terms will be computed from the date of delivery of supplies or services OR receipt of a properly executed invoice, whichever is later. Unless otherwise noted in the solicitation document, the University is allowed 30 days to pay such invoices.(See section 17-8-242 MCA).

22. REDUCTION OF FUNDING: The University must terminate this contract if funds are not appropriated or otherwise made available to support the University's continuation of performance in a subsequent fiscal period. (See section 18-4-313(4), MCA.)

23. REFERENCE TO PURCHASE ORDER: The purchase order number MUST appear on all invoices, packing lists, packages, and correspondence pertaining to the contract. If the number is not provided, the University is not obligated to pay the invoice.

24. REGISTRATION WITH THE SECRETARY OF STATE: Any business intending to transact business in Montana must register with the Secretary of State. Businesses that are incorporated in another state or country, but which are conducting activity in Montana, must determine whether they are transacting business in Montana in accordance with sections 35-1-1026 and 35-8-1001, MCA. Such businesses may want to obtain the guidance of their attorney or accountant to determine whether their activity is considered transacting business.

If businesses determine that they are transacting business in Montana, they must register with the Secretary of State and obtain a certificate of authority to demonstrate that they are in good standing in Montana. To obtain registration materials, call the Office of the Secretary of State at (406) 444-3665, or visit their website at http://sos.mt.gov.

If you are conducting business under your own full legal name, you do not need to register with the Secretary of State.

25. SEVERABILITY CLAUSE: A declaration by any court, or any other binding legal source, that any provision of the contract is illegal and void shall not affect the legality and enforceability of any other provision of the contract, unless the provisions are mutually dependent.

26. SHIPPING: Supplies shall be shipped prepaid, F.O.B. Destination, unless the contract specifies otherwise.

27. SUBCONTRACTS: The Contractor may not transfer, assign or subcontract this contract or resulting purchase order or any interest therein without the express written approval of the University of Montana. In the event a subcontract is authorized by the University, the Contractor will inset in any subcontract the clauses set forth in this contract and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts which they may enter into together with a clause requiring this insertion in any further subcontracts that may in turn be made.

28. TAX EXEMPTION: The University is exempt from Federal Excise Taxes (#81-6001713 ).

29. TECHNOLOGY ACCESS FOR BLIND OR VISUALLY IMPAIRED: Contractor acknowledges that no University funds may be expended for the purchase of information technology equipment and software for use by employees, program participants, or members of the public unless it provides blind or visually impaired individuals with access, including interactive use of the equipment and services, that is equivalent to that provided to individuals who are not blind or visually impaired. (18-5-603, MCA.). In addition, Contractor acknowledges that such information technology equipment and software will provide equal and effective access to all individuals in accordance with federal and state laws and regulations, including, but not limited to the Americans with Disabilities Act of 1990 (ADA), Section 504 of the Rehabilitation Act of 1973, and Section 508 of the 1973 Rehabilitation Act. Contractor must meet the accessibility standards of WCAG 2.0 Level AA for web-based technology and Section 508 of the Rehabilitation Act and the Americans with Disabilities Act for other Electronic Information Technology; and warrants that any technology provided complies with these standards and any applicable current federal and state disability laws.

30. TERMINATION OF CONTRACT: Unless otherwise stated, the University may, by written notice to the Contractor, terminate the contract in whole or in part at any time the Contractor fails to perform the contract.

31. U.S. FUNDS: All prices and payments must be in U.S. dollars.

32. VENUE: This solicitation/bid/proposal/contract/purchase order is governed by the laws of Montana. The parties agree that any litigation concerning this solicitation/bid/proposal/contract/purchase order must be brought in the District Court for Missoula County, State of Montana, and each party shall pay its own costs and attorney fees. (Section 18-1-401, MCA.)

33. WARRANTIES (NON-INFORMATION TECHNOLOGY): The Contractor warrants that the products offered conform to the specifications requested, are fit and sufficient for the purpose manufactured, are of good material and workmanship, and are free from defect. The Contractor further warrants that the products are new and unused and of the latest model or manufacture, unless the University specifies otherwise. Exceptions will be rejected.

34. WARRANTY FOR INFORMATION TECHNOLOGY SERVICES: The Contractor warrants that it performs all services using reasonable care and skill and according to its current description (including any completion criteria) contained in this contract. University agrees to provide timely written notice of any failure to comply with this warranty so that the Contractor can take corrective action.

35. WARRANTY FOR SOFTWARE: For a period of ninety (90) days from the date of receipt of software, the Contractor warrants that: (i) the unmodified software will provide the features and functions, and will otherwise conform to all published documentation including on the Contractor's website; and (ii) the media upon which the software is furnished will be free from defects in materials and workmanship under normal use and service.

36. WARRANTY FOR INFORMATION TECHNOLOGY HARDWARE: The Contractor warrants that hardware provided is free from defects in materials and workmanship and conforms to the specifications. The warranty period for provided hardware is a fixed period commencing on the date specified in a statement of work or applicable contract. If the hardware does not function as warranted during the warranty period and the Contractor is unable to either: i) make it do so; or ii) replace it with one that is at least functionally equivalent, University may return it to the Contractor for a full refund.

37. WARRANTIES (INFORMATION TECHNOLOGY SPECIFIC)

The parties agree that the warranties set forth above do not require uninterrupted or error-free operation of hardware or services unless otherwise stated in the specifications.

These warranties are the University’s exclusive warranties and replace all other warranties or conditions, express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose.

38. COOPERATIVE PURCHASING: Under Montana law, public procurement units, as defined in 18-4-401, MCA, have the option of cooperatively purchasing with State of Montana. Public procurement units are defined as local or state public procurement units of this or any other state, including an agency of the United States, or a tribal procurement unit. Unless the bidder/offeror objects, in writing, to the University of Montana prior to the award of this contract, the prices, terms, and conditions of this contract will be offered to these public procurement units. However, The University of Montana makes no guarantee of any public procurement unit participation in this contract.

ACCEPTANCE OF STANDARD TERMS AND CONDITIONS

By submitting a bid to this IFB, the bidder accepts the University’s standard terms and conditions. Much of the language included in the standard terms and conditions and contract reflects requirements of Montana law.

Bidders requesting additions or exceptions to the University’s standard terms and conditions, shall submit them as an attachment to the procurement officer in a WORD document. A request must be accompanied by an explanation why the exception is being sought and what specific effect it will have on the bidder's ability to perform the contract.

The University shall identify and determine if any revisions to the standard terms and conditions and contract language can be negotiated to the low bidder. If the terms are not accepted by the low bidder, the low bidder may withdraw their bid.

GENERAL REQUIREMENTS

INTRODUCTION

University of Montana, (hereinafter referred to as “University”) is soliciting bids for Firm Natural Gas Supply. A more complete description of the supplies and services sought is provided below. Bids submitted in response to this solicitation must comply with the instructions and procedures contained herein.

CONTRACT TERM

The contract term is for a period of two years beginning upon contract execution or July 1 2025. Renewals of the contract, by mutual agreement of both parties, may be made at one-year intervals, or any interval that is advantageous to the University. The contract resulting from this bid, including any renewals, may not exceed a total of, seven years, at the option of the University.

INSTRUCTIONS TO BIDDERS

Procurement Officer Contact Information. Contact information for the procurement officer is as follows:

Procurement Officer: Bob Hlynosky Address: Lommasson Center 236, 32 Campus Drive, Missoula, MT 59812-2304 Telephone Number: (406) 243-5595 E-mail Address: bob.hlynosky@mso.umt.edu

Examination of Solicitation Documents and Explanation to Bidders. Bidders are responsible for examining the solicitation documents and any addenda issued to become informed as to all conditions that might in any way affect the cost or performance of any work. Failure to do so will be at the sole risk of the bidder. Should the bidder find discrepancies in or omissions from the solicitation documents, or should their intent or meaning appear unclear or ambiguous, or should any other question arise relative to the solicitation documents, the bidder shall promptly notify the procurement officer in writing. The bidder making such request will be solely responsible for its timely receipt by the procurement officer. Replies to such notices may be made in the form of an addendum to the solicitation.

Interpretation or Representations. University assumes no responsibility for any interpretation or representations made by any of its officers or agents unless interpretations or representations are incorporated into a formal written addendum to the solicitation.

Acknowledgment of Addendum. If the IFB is amended, then all terms and conditions which are not modified remain unchanged. It is the bidder's responsibility to keep informed of any changes to the solicitation. Bids that fail to include an Acknowledgment of Addendum through the eMAC system or returning the addendum with their bid may be considered nonresponsive.

Extension of Prices. In the case of error in the extension of prices in the bid, the unit price will govern. In a lot bid, the lot price will govern.

Bid Preparation Costs. The costs for developing and delivering responses to this IFB are entirely the responsibility of the bidder. University is not liable for any expense incurred by the bidder in the preparation and presentation of their bid or any other costs incurred by the bidder prior to execution of a purchase order or contract.

FORM OF QUESTIONS

Bidders having questions or requiring clarification or interpretation of any documents within this IFB must address these issues in writing using the State of Montana’s EMAC system at http://bids.mt.gov/ or via e-mail to the procurement officer referenced above on or before June 04, 2025. Bidders are to submit questions using the Vendor IFB Question and Answer section in the EMAC system at http://bids.mt.gov/ for this IFB. Clear reference to the section, page, and item in question must be included in the offeror’s questions. Questions received after the deadline may not be considered.

UNIVERSITY’S RESPONSE

The University will provide a written response by June 06, 2025, 2:00PM MST to all questions received by above date. The University's response may be by a written addendum or an answer in the EMAC Question and Answer section of the EMAC system by the close of business on the date listed. A prerequisite on the State of Montana’s EMAC system may be required to confirm you have read the EMAC Question and Answer section at http://bids.mt.gov/ for this IFB. Any other form of interpretation, correction, or change to this IFB will not be binding upon the University.

BID SUBMISSION

Bids must be completed in the eMAC system prior to 2:00pm, MST, June 11, 2025. Bidders must follow this “Instructions to Vendor” under the “Prerequisite Content” in the State of Montana eMAC system. Bidder must attach documents when directed by the “Instructions to Vendor”. Bid pages must be consecutively numbered.

Late Bids. Regardless of cause, late bids will not be accepted and will automatically be disqualified from further consideration.

Bidder’s Signature on Cover Page. The solicitation must be signed by an individual authorized to legally bind the business submitting the bid. The bidder’s signature on a bid in response to this IFB guarantees that the offer has been established without collusion and without effort to preclude the University of Montana from obtaining the best possible supply or service.

Offer in Effect for 120 Days. Offeror agrees that it may not modify, withdraw, or cancel its proposal for a 120-day period following the IFB due date, or receipt of best and final offer, if required.

CHANGE OR WITHDRAWAL OF BIDS

Change AFTER Bid Has Closed But Prior to Bid Award. After bids are closed and vendors have posted their bid, they may not be changed except to correct patently obvious mistakes and minor variations as allowed by ARM 2.5.505. The bidder shall submit verification of the correct bid to the University prior to the final award by the University.

BID AWARDS

Basis for Award. Bid award, if made, will be to the responsive and responsible bidder who offers the lowest cost to the University in accordance with the specifications set forth in the invitation for bid. The University reserves the right to accept or reject any or all bids, wholly or in part, and to award to multiple vendors, if necessary, if deemed in the best interest of the University.

Rejection of Bids. While the University has every intention to award a contract as a result of this IFB, issuance of the IFB in no way constitutes a commitment by the University of Montana to award and execute a contract. Upon a determination such actions would be in its best interest, the University, in its sole discretion, reserves the right to:

· Cancel or terminate this IFB (18-4-307, MCA);

· Waive any undesirable, inconsequential, or inconsistent provisions of this IFB which would not have significant impact on any bid (ARM 2.5.505); or

· If awarded, terminate any contract if the University determines adequate funds are not available (184313, MCA)

DELIVERY REQUIREMENTS

DELIVERY REQUIREMENTS

Delivery Date. The DELIVERY DATE space on the cover sheet must be completed to indicate day, month, and year, or a specific number of days after receipt of order (ARO). Failure to comply with the requirements may invalidate a bidder’s quotation for any or all items.

Shipping. Weekends and holidays excepted, deliveries shall be F.O.B. DESTINATION, to the location shown below. The term "F.O.B. destination, within the University's premises," as used in this clause, means free of expense to the University and delivered to the location specified. The Contractor shall:

· Pack and mark the shipment to comply with specifications; or if the specifications do not contain specific packing or marking instructions, pack and mark the shipment in accordance with prevailing commercial practices and in such a manner as to ensure delivery in good condition and as required by this IFB;

· Prepare and distribute commercial bills of lading and Material Safety Data Sheets (MSDS) as appropriate.

SPECIAL TERMS AND CONDITIONS

MEETINGS

The Contractor is required to meet with the University’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the term of the contract or to discuss the progress made by Contractor and the University in the performance of their respective obligations, at no additional cost to the University. Meetings will occur as problems arise and will be coordinated by the University. The Contractor will be given a minimum of three full working days notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor's option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or to make a good faith effort to resolve problems, may result in termination of the contract.

COMPLIANCE WITH WORKERS’ COMPENSATION ACT

Contractors are required to comply with the provisions of the Montana Workers' Compensation Act while performing work for the University of Montana in accordance with the sections 39-71-401, 39-71-405, and 39-71-417, MCA. Proof of compliance must be in the form of workers' compensation insurance, an independent contractor exemption, or documentation of corporate officer status. Neither the Contractor nor its employees are employees of the University. This insurance/exemption must be valid for the entire term of the contract. A renewal document must be sent to the University of Montana, Procurement Services, 32 Campus Drive, Missoula, MT 59812-2304, upon expiration.

REQUIRED INSURANCE

General Requirements: The Contractor shall maintain for the duration of the contract, at its cost and expense, insurance against claims for injuries to persons or damages to property, including contractual liability, which may arise from or in connection with the performance of the work by the Contractor, agents, employees, representatives, assigns, or subcontractors. This insurance shall cover such claims as may be caused by any negligent act or omission.

Primary Insurance: The Contractor's insurance coverage shall be primary insurance as respect to the University, its officers, officials, employees, and volunteers and shall apply separately to each project or location. Any insurance or self-insurance maintained by the University, its officers, officials, employees or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it.

Specific Requirements for Commercial General Liability: The Contractor shall purchase and maintain occurrence coverage with combined single limits for bodily injury, personal injury, and property damage of $1,000,000 per occurrence and $2,000,000 aggregate per year to cover such claims as may be caused by any act, omission, or negligence of the Contractor or its officers, agents, representatives, assigns or subcontractors.

The University, its officers, officials, employees, and volunteers are to be covered and listed as additional insureds; for liability arising out of activities performed by or on behalf of the Contractor, including the insured's general supervision of the Contractor; products, and completed operations; premises owned, leased, occupied, or used.

Specific Requirements for Automobile Liability: The Contractor shall purchase and maintain coverage with split limits of $500,000 per person (personal injury), $1,000,000 per accident occurrence (personal injury), and $100,000 per accident occurrence (property damage), OR combined single limits of $1,000,000 per occurrence to cover such claims as may be caused by any act, omission, or negligence of the contractor or its officers, agents, representatives, assigns, or subcontractors.

The University, its officers, officials, employees, and volunteers are to be covered and listed as additional insureds for automobiles leased, hired, or borrowed by the Contractor.

Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the University. At the request of the University either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the University, its officers, officials, employees, and volunteers; or (2) at the expense of the Contractor, the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, and defense expenses.

Certificate of Insurance/Endorsements: A certificate of insurance from an insurer with a Best's rating of no less than A- indicating compliance with the required coverages must be received by the University of Montana, Procurement Services, Lommasson Center 236, 32 Campus Drive, Missoula, Montana 59812-2304. Endorsement No. or documentation must be provided for Additional Insured Status. This insurance must be maintained for the duration of the contract. The Contractor must notify the University immediately, of any material change in insurance coverage, such as changes in limits, coverage, change in status of policy, etc. The University reserves the right to require complete copies of insurance policies at all times.

COOPERATIVE PURCHASING

Under Montana law, public procurement units, as defined in 18-4-401, MCA, have the option of cooperatively purchasing with State of Montana. Public procurement units are defined as local or state public procurement units of this or any other state, including an agency of the United States, or a tribal procurement unit. Unless the bidder/offeror objects, in writing, to the University of Montana prior to the award of this contract, the prices, terms, and conditions of this contract will be offered to these public procurement units. However, The University of Montana makes no guarantee of any public procurement unit participation in this contract.

TRANSITION ASSISTANCE

If this contract is not renewed at the end of this term, if the contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this contract or particular work under this contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to the University or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this contract, except for those terms or conditions that do not reasonably apply to such transition assistance. The University shall pay Contractor for any resources utilized in performing such transition assistance at the most contract current rates. If the University terminates a project or this contract for cause, then the University may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages the University may have sustained as a result of Contractor’s breach.

CONTRACT TERMINATION

Termination for Convenience. The University may, by written notice to Contractor, terminate this contract without cause and without incurring liability to Contractor. The University shall give notice of termination to Contractor at least thirty (30) days before the effective date of termination. The University shall pay Contractor only that amount, or prorated portion thereof, owed to Contractor up to the date the University's termination takes effect. This is Contractor's sole remedy. The University shall not be liable to Contractor for any other payments or damages arising from termination under this section, including but not limited to general, special, or consequential damages such as lost profits or revenues.

Termination for Cause with Notice to Cure Requirement. Contractor may terminate this contract for the University’s failure to perform any of its duties under this contract after giving the University written notice of the failure. The written notice must demand performance of the stated failure within a specified period of time of not less than 30 days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period.

Reduction of Funding. The University must by law terminate this contract if funds are not appropriated or otherwise made available to support the University's continuation of performance of this contract in a subsequent fiscal period. (18-4-313(4), MCA.)

PRODUCT SPECIFICATIONS

DEFINITIONS

FACILITY DATA AND HISTORICAL DATA

The consumption statistics contained in Attachment B are estimates only based on historical data, and in no way constitute an obligation on behalf of the Facilities listed. Actual usage will depend upon weather and the individual requirements of each Facility.

CONTRACT PRICES

The awarded prices per MMBTU or dekatherm. Contract prices shall include all costs to deliver gas into the NWE transmission system, all applicable transmission/storage fuel reimbursement, and all upstream pipeline charges (e.g., including Canadian-Montana Pipeline, TransCanada, Northern Natural, Havre Pipeline, Colorado Interstate Gas, etc., pipeline charges).

CRITICAL OPERATING TIME

A period of time declared by NWE, consistent with its General Terms and Operating Conditions in Natural Gas Tariff Schedule No. GTC-1, whereby NWE may curtail all or a portion of natural gas transported under interruptible service.

DAY

A 24 hour consecutive period commencing at 8:00 a.m. local (Mountain) time.

FACILITY

Agency, institution, university system unit or political subdivision of the State of Montana. The list of Facilities participating in this contract are listed in Attachment A.

FIRM SERVICE

Non-interruptible gas transportation service. Firm service is contingent upon a firm receipt point on the NWE system, firm upstream pipeline capacity (if the awarded gas is off-system), and firm delivery capacity to a firm receipt point on the NWE system.

FIRM SUPPLY

Gas supply service that may only be curtailed for reasons of Force Majeure. The Contractor assumes the total burden and obligation to deliver volumes of gas up to the contract maximum daily delivery quantity (including fuel reimbursement), plus volumes noted in “MDDQ” and “Interruptible Service” sections below. The Contractor will deliver to each Facility listed in Attachment A sufficient natural gas to meet its full requirements.

INTERCONNECT, OFF-SYSTEM

A metered junction between two or more transmission pipeline systems designated as a receipt point.

INTERCONNECT, ON-SYSTEM

A metered receipt point between a gathering system and a pipeline.

INTERRUPTIBLE SERVICE

Gas transportation service that can be curtailed by NWE during periods of Critical Operating Times in compliance with the General Terms and Operating Conditions in NWE Natural Gas Tariff, Schedule No. GTC-1.

The following agencies have elected to use interruptible service for some or all of their natural gas supply:

a) University of Montana-Missoula (transport id # 2006 & # 3221)

Gas supply that is delivered to these agencies under interruptible service may be curtailed to the level specified by NWE, when notified by NWE of a Critical Operating Time. When NWE interruptible service is not subject to a Critical Operating Time, Contactor will be responsible for delivery of gas to the Facilities with interruptible service, up to 2,000 MMBTU per day, in addition to the firm service MDDQ necessary to meet the Facility’s full requirements.

LOAD FACTOR

The ratio attained by dividing the average daily requirement of gas by the maximum daily requirement, stated as a percentage.

MDDQ

Maximum daily delivery quantity in MMBTU or dekatherms. Contractor deliveries into the NWE system must compensate for the applicable used and unaccounted for gas assessment on NWE’s system, as determined through regulatory proceedings before the Montana Public Service Commission. MDDQ values are subject to periodic revision by NWE. The Contractor will be notified of the updated MDDQs via contract addendum and will be responsible for the firm delivery of the MDDQ quantities as stated herein or as revised during the term of the contract.

In the event that a day’s total delivery exceeds the contract/revised MDDQ, the Contractor will be responsible for delivery of gas, but may bill agencies for volumes in excess of the total contract MDDQ at the daily spot price posted on the Natural Gas Exchange (NGX) as the AB-NIT index settlement price for that day. The sum of the volumes invoiced at daily spot prices may not exceed the quantity of gas that was delivered in excess of the total contract MDDQ. Volumes billed at the daily spot prices shall be invoiced to the individual facilities in accordance with the individual facilities’ volume of MDDQ exceeded.

MMBTU

One million British Thermal Units (“BTU”) measured on a dry basis, equivalent to one dekatherm.

MONTH

Period extending from the beginning of the first day in a calendar month to the beginning of the first day in a succeeding month.

NWE

Northwestern Energy

TRANSMISSION & STORAGE FUEL REIMBURSEMENT

Fuel used by NWE and taken in-kind, as established in NWE gas service tariff. All transmission and storage fuel reimbursement costs and adjustments will be borne by the Contractor unless specifically stated otherwise by the University. Rates are set and periodically adjusted by the Montana Public Service Commission. Current rates are 2.46% for transmission fuel and 1.14% for storage fuel. The transmission fuel rate is also sometimes referred to as “Used and Unaccounted For (U&UAF).”

UNAUTHORIZED USE

Penalty imposed by NWE on Facilities that exceeded natural gas usage limits during periods of Critical Operating Times as further described in NWE’s General Terms and Operating Conditions in Natural Gas Tariff Schedule No. GTC-1. Such penalties shall be passed through to the Facilities that incurred the penalties.

SPECIFICATIONS

Scope of Contract. This bid will establish a contract to supply government facilities with a firm supply of natural gas of up to 5,000 MMBTU per day, including transmission/storage fuel reimbursements, plus an interruptible supply for Facilities as noted herein.

The natural gas will be delivered into the NWE gas transmission pipeline system:

a) At on-system or off-system interconnect point(s) designated for firm receipt by NWE, specified in Section 4.1.4 "Receipt Points" and,

b) At any receipt point on the NWE system deemed as acceptable by NWE.

Usage statistics, load profiles, storage capacities and MDDQ, and other data for the facilities that shall receive the transported gas are within this Invitation for Bid.

a) Revision of the facilities’ MDDQ by NWE. Contractor will be notified of the updated MDDQs via contract addendum and will be responsible for delivering up to the revised firm MDDQ and interruptible quantities.

Governmental Authority. All contract terms and conditions for the purchase of natural gas are subject to valid present and future legislation, regulations, tariffs, ordinances and orders issued by the Montana Public Service Commission, Federal Energy Regulatory Commission, or any other governmental authority having jurisdiction. Contractors must comply with the Natural Gas Supplier Licensing requirements as set forth by the Montana PSC. Information on the requirements may be found at: http://www.psc.state.mt.us/Energy/.

If the gas to be supplied is imported from Canada, a copy of the Department of Energy, Economic Regulatory Administration import application, National Energy Board (Canada) and Provincial export applications are required to be completed and available upon request. The Contractor is responsible for securing any other import and export permits, and all applicable licensing in accordance with federal, state and provincial regulations, and for maintaining current status on said permits and licenses.

Delivery Pressure. The gas purchased shall be delivered at a pressure sufficient for delivery into the NWE pipeline facilities.

Receipt Points. NWE has designated the following as firm receipt points:

a) Carway, Contract #2006 & 3221

b) Any firm on-system interconnect, subject to approval

c) NWE firm storage deliverability

Contractors must indicate the receipt point(s) for delivery of gas into the NWE system. A combination of any NWE-approved firm receipt points into the NWE system may be used. The Contractor will be required to show proof of sufficient firm and interruptible delivery capacity upstream of any interconnect with NWE by July 1, 2025.

NWE will determine the operational feasibility of on-system interconnects on a case-by-case basis. Contractors contemplating use of on-system interconnects must contact NWE for determination of feasibility.

Quality. The quality of gas delivered shall meet all applicable standards of NWE's tariff as filed with the Montana Public Service Commission.

Warranty of Title to Gas. The Contractor warrants title to all gas delivered under this contract, and has the right to sell gas, and that the gas is free and clear of all liens, encumbrances and claims whatsoever. Contractor further warrants that it possesses the right and title to sell the gas delivered at the time of delivery, and will indemnify the University of Montana and its facilities, and hold them harmless from suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of adverse claims of any and all persons to said gas or to royalties, taxes, license fees or charges.

Proprietary Information. No information provided to the University in this Invitation for Bid, including pricing and delivery arrangements, will be considered proprietary information.

Responsibility for Gas. Transfer of natural gas ownership from the Contractor to the University shall occur at the NWE interconnect point.

Nominations. The Contractor will be responsible for nominating volumes of gas on behalf of each facility to NWE, and for taking assignment of and managing the storage subscription for each facility that elects firm storage service.

Contractor's Obligations. Contractor shall provide the following services:

a) Provide a reliable, firm supply of natural gas., storage, and additional as needed volumes at the daily spot prices, plus an interruptible supply as noted herein, to the Facilities covered under this contract.

b) Assist the University, as requested, in demand management, and in the negotiation and preparation of all necessary transportation agreements or amendments, including adjusting deliveries for transmission/storage fuel reimbursements, balancing and storage requirements. Contractor must enroll any new Facilities with NWE for transportation services. See Attachment A for list of new Facilities.

c) Pay the Facilities' net cost difference between replacement gas supply cost (including penalty gas), and the cost of the contracted natural gas supply, if the Contractor is unable to fulfill the obligations, for reasons other than force majeure, stated herein. The University reserves the right to withhold that portion of the previous month's balance due to satisfy the Contractor's obligation of this section.

d) Invoice each Facility in a timely manner based on actual volumes of gas delivered to the Facility’s meter, and for NWE services received in the preceding single month billing cycle period only (except for storage injection/withdrawal, storage fuel reimbursement, and storage capacity charges while storage assignment is in the possession of the Contractor). Applicable NWE charges shall be passed through to each Facility with each monthly billing. Of NWE’s storage charges, only the reservation component will be passed through to the Facilities while storage assignment is in the possession of the Contractor.