request for proposal (rfp-01-21)

REQUEST FOR PROPOSAL (RFP-01-21)

For

EMERGENCY MEDICAL SERVICE (EMS)

CONTRACT ADMINISTRATOR

For

CITY OF CHEYENNE, WYOMING

And

LARAMIE COUNTY, WYOMING

January 2022

Issued by:

Cheyenne/Laramie County Emergency Medical Services

Joint Powers Board

Proposal Statements Due:

3:00 PM

December 2, 2021

At:


Joint Powers Board

ATTN: Jeanine West, Vice-Chairman

3962 Archer Parkway

Cheyenne, WY 82009

Request for Proposal (RFP-01-21)

Emergency Medical Service (EMS) Contract Administrator

The Cheyenne/Laramie County Emergency Medical Services Joint Powers Board, hereafter,

“BOARD”, through its Chairman, is issuing this request for proposals, (RFP), for professional

“Contract Administration” services for the City of Cheyenne and Laramie County Emergency

Medical Services System.

BACKGROUND

The Cheyenne/Laramie County Emergency Medical Services Joint Powers Board ( the BOARD)

is jointly created pursuant to the Wyoming Joint Powers act as set forth in Wyo. Stat. Ann 16-1-

102,et seq. as amended (hereinafter referred to as the “Wyoming Joint Powers Act”), and is

composed of the County of Laramie, Wyoming by and through the Laramie County Board of

Commissioners, the City of Cheyenne, Wyoming by and through its Mayor and City Council, and

Memorial Hospital of Laramie County d/b/a Cheyenne Regional Medical Center (hereinafter

“Cheyenne Regional”) all of which are referred to herein collectively as the “participating

agencies” and individually as a “participating agency”.

The City of Cheyenne and Laramie County jointly operate an Emergency Medical Services (EMS)

system countywide. The System provides Fire/Paramedic, Advanced Live Support (ALS) and

Fire/Emergency Medical Technician (EMT) first responder engine companies through the

Cheyenne Fire Rescue Department, with the provision of ALS/EMT ambulance service and

transportation through American Medical Response, Inc. (AMR). AMR also provides ALS

Paramedic/EMT ambulance and transportation services to Laramie County residents. Laramie

County Volunteer Fire Districts provide Fire/Emergency Medical Technician (EMT) first

responder units to Laramie County residents. Additionally, three Laramie County communities

provide public volunteer ambulance services in Pine Bluffs, Albin and Burns.

The BOARD is responsible for the administration and contract oversight of any EMS Contractor

providing emergency medical ground transportation ambulance services and for providing an

efficient emergency medical service delivery system for the residents of Laramie County,

including but not limited to, the City of Cheyenne, and portions of Laramie County not provided

for by volunteer services established prior to this contract. The BOARD may delegate all or

portions of its responsibilities to administer and perform oversight of the emergency medical

services contract to a third party.

The BOARD, through this RFP, is seeking responses from a Contract Administrator for the

Emergency Medical Services (EMS) Contract as established by the BOARD. The Contract

Administrator for the BOARD shall oversee the execution of the contract, assist the EMS

Contractor in accessing the organization and ensure the EMS Contractor is meeting the contractual

requirements.


RFP OBJECTIVES

This RFP is issued to solicit responses for a Contract Administrator, to provide contract

administration services pursuant to the contract provisions of the EMS Contract between AMR

and the BOARD. The Contract Administrator shall perform the work fully outlined in the Scope

of Work. The BOARD shall perform the work outlined in Board Responsibilities.

TERM/EFFECTIVE DATE

The successful respondent shall be required to enter into a subsequent agreement with the BOARD,

which will become effective upon award of the contract by the BOARD and shall be in effect for

a period of one (1) year. The contract year begins January 1, 2022 and expires on December 31,

2022. Contract renewal will be determined annually based on a performance review.

COMPENSATION

The subsequent contract will be a unit priced, not-to-exceed contract. The Contract Administrator

shall charge the BOARD Seventy Thousand Dollars, ($70,000.00), in twelve equal payments for

actual services rendered according to the Scope of Work.

Proposal Due Date: December 2, 2021 at 3:00pm

Return Proposals to: Cheyenne/Laramie County Emergency Medical Services

Joint Powers Board

Laramie County Emergency Management

Attention: Jeanine West, Vice-Chairman

3962 Archer Parkway

Cheyenne, Wyoming 82009

PREPARATION OF PROPOSAL

1) All proposals must contain a proposal signature page. Faxed or emailed proposals will not

be considered.

2) The person authorized to sign the proposal must submit the proposal documents with an

original ink signature.

3) The authorized person signing the offer shall initial any modifications in the proposal in

original ink.

4) Number of days shall be calendar days for proposal purposes.

5) Submit one original and six (6) copies of the proposal.

6) Proposals must be submitted in a sealed envelope with the RFP number and the proposer’s

name and address clearly indicated on the sealed envelope. The Vice-Chairman for the

BOARD will receive sealed proposals for the services specified until the time and date

stated.


7) Any questions or requests for clarification must be submitted in writing. The Vice-

Chairman of the BOARD’s response to questions or clarifications regarding the RFP shall

be considered final.

Submit questions to: Jeanine West, Vice-Chairman


Joint Powers Board

3962 Archer Parkway

Cheyenne, Wyoming 82009

LATE PROPOSALS

Late proposals will not be considered after the time and date stated: December 2, 2021 at 3:00pm

WITHDRAWAL OF PROPOSAL

A proposer may provide written notice to withdraw their proposal at any time prior to the specified

proposal due time and date. Faxed or emailed withdrawals will not be considered.

PROPOSAL FORMAT

The proposer must use the following format:

1) Table of Contents – List areas of proposal.

2) Project Team – Should any respondent intend to sub-contract, share, out-source or

delegate any responsibilities, respondents must identify any such sub-contractors or others

and their positions, briefly outlining the responsibilities of each member. Include any

anticipated sub-consultants within the team. Detailed resumes shall be attached to identify

the public and or private experience and qualifications of the individual team members.

3) Scope of Services - All proposers will identify how they can perform the services outlined

in the Scope of Work. Proposers may provide additional information, which would be

useful to the committee in evaluating the proposal.

EVALUATION CRITERIA

Telephone and/or personal interviews of the respondents may be conducted. Proposers may be

required to make individual presentations to the BOARD in order to clarify their proposals. The

purpose of any requested presentation is to review the submitted proposal and provide the BOARD

the opportunity to ask questions or obtain clarifying information from the proposal. If the BOARD

determines such presentation and interview is necessary, the presentation and interview of the

respondent will occur within ten (10) calendar days of the request of the BOARD. Any costs

incurred for the presentation and interview of the respondent are the responsibility of the proposer.


All submitted proposals shall be evaluated by BOARD utilizing the following criteria:

1) Ability and willingness of the proposer to meet or exceed the specifications, scope of work

and standards outlined in the RFP.

2) Demonstrated experience in the public and/or private sector EMS setting. Proposers shall

provide past summaries and experience in pre-hospital emergency medical care and

management. Proposals shall include qualifications of the contract administration.

3) Working knowledge of relevant local laws, regulations and policies.

4) Satisfactory reference checks relating to past work relationships, including past

performance in pre-hospital care settings. The PROPOSER will also be scored on level of

knowledge, reliability, availability, flexibility and ability to meet the Scope of Work

requirements.

5) Experience involving pre-hospital EMS services including Fire, Volunteer Ambulance,

paid ALS services and hospital emergency care and administration of contract.

6) Capacity to complete the work in a timely manner as described in the Scope of Work.

7) The BOARD may also consider any information otherwise available, but not limited to

technical, and qualifications relative to ability, capacity, integrity, ethical, performance

record and experience of the proposer.

8) Written confirmation that the proposer, if selected and approved, agrees that the

start/initiation for services will begin with the effective date of the Agreement and that the

Scope of Work outlined will be completed on or before December 31, 2021.

9) The BOARD reserves the right to waive all irregularities, formalities and informalities,

reject any or all proposals without prejudice or further obligation and to accept any

proposal or combination of proposals deemed to be in the best interest of the BOARD. .

SCOPE OF WORK

1) The selected respondent will serve as the designated Contract Administrator for the

BOARD pursuant to Contract provisions of the Emergency Medical Services (EMS)

Contract between American Medical Response and the Cheyenne /Laramie County

Emergency Medical Services Joint Powers Board.

2) Residents of Laramie County shall be preferred.

3) Contract Administrator is required to be compliant with National Incident Management

System (NIMS) and follow all Health Insurance Portability and Accountability Act

(HIPAA) rules and regulations.

4) Be experienced in and possess current knowledge of emergency care of patients who are

acutely ill or injured.

5) Be experienced in compiling and analyzing large amounts of reporting data.


6) Be knowledgeable in the laws and regulations affecting the local ambulance service, local

EMS services and the practice of Paramedics and EMT’s, the training and continuing

education requirements of field personnel, and the methods of quality improvement and

assurance of pre-hospital care.

7) Contract Administrator shall, working with the EMS Contractor, ensure system

performance standards are met.

8) Contract Administrator shall channel reports and special requests from the EMS Contractor

to the BOARD.

9) Contract Administrator shall attend performance meetings monthly with EMS Contractor

and the Laramie County Combined Communications Center (LCCCC) to report on all

EMS Contractor compliance to the BOARD.

10) Contract Administrator shall attend at least one (1) case review meeting per month, which

will include four (4) rural case review meetings per year.

11) Contract Administrator, in coordination with the EMS Contractor, Medical Director(s) and

provider agencies shall be responsible for all protocol revisions, changes and

dissemination.

12) Contract Administrator will assist Medical Director(s) with the annual collection of EMS

certifications for all EMS providers within the City of Cheyenne and Laramie County.

13) Contract Administrator shall be the day-to-day contact in instances where documented

conflicts arise with regard to medical processes, procedures and protocols. The Contract

Administrator shall perform this function in coordination with the medical director and the

BOARD when issues arise between any EMS ambulance service provider. Facilitated

conflict resolution shall not include issues, which are outside the Laramie County EMS

Conflict Resolution protocol, and/or the Contract Administrator’s functions defined within

the Laramie County EMS contract, which are more properly identified as “personality

conflicts,” individualized communication issues or personnel issues. Contract

Administrator shall report the status and/or resolution of conflicts in regard to medical

processes, procedures and protocols to the BOARD no later than the next scheduled

BOARD meeting.

14) Contract Administrator is expected to work closely with the EMS Contractor to maintain a

close working relationship. Knowledge of the system, medical protocols, Medical

Director(s), receiving facilities, agreements are necessary. The Contract Administrator

shall be a primary point of contact for day-to-day communications regarding the EMS

Contractor.

15) Contract Administrator shall expect to receive required reporting from the EMS Contractor

by the seventh business day of each calendar month. The Contract Administrator is

required to review and recommend acceptance or denial of all monthly reports to the

BOARD at its next scheduled meeting.


16) Contract Administrator shall advise the BOARD if the EMS Contractor fails to meet its

contractual obligation by recommending the best course of action either by liquidated

damages, any other available remedies or potential breach of contract.

17) Contract Administrator shall perform ambulance inspections as per the EMS Contract. All

complaints received via variance report or through case reviews must be followed up with

a random inspection within two (2) weeks of the complaint unless otherwise approved by

the BOARD.

18) Contract Administrator, when deemed necessary, in cooperation with the EMS Contractor,

shall modify the minimum equipment list for all units to reflect changing practices within

the EMS system.

19) Contract Administrator shall, at the request of the BOARD, ask the EMS Contractor for a

report detailing its loss control measures and results as per the EMS contract.

20) Contract Administrator in coordination with Emergency Management may grant weather

exemptions as per the EMS Contract.

21) Participate in BOARD committee assignments as may be reasonably requested.

22) Undertake activities, as reasonably requested by the BOARD, involving professional

contact with physicians, hospitals, public health agencies, paramedic associations, state and

local medical societies in order to apprize such individuals and groups of the nature and

availability of the BOARD and facilitate the exchange of information on patient care,

administration, medical policy and utilization review.

23) Contract Administrator is responsible for fulfilling all requirements outlined in the EMS

contract. Contract Administrator is expected to perform these duties at a professional

standard and best business practices. The Contract Administrator may be required to

perform additional reasonable and appropriate duties as assigned by the BOARD in

furtherance of the BOARD’s purposes and requirements.

24) Contract Administrator is required to report to the BOARD, at a minimum at each regularly

scheduled BOARD meeting, in regard to all meetings or contacts with EMS providers, the

ambulance service provider or other entities or individuals in which aspects of

performance, contract compliance, operations, process or procedures, or any other subject

which concerns the operation of ambulance services in Laramie County are discussed. The

purpose of this provision is to establish transparency with interests in the EMS system in

Laramie County.


BOARD RESPONSIBILITIES

The BOARD shall:

1) Respond in a timely manner to institute any change in operation needed to eeffect

improvement in patient care, or to correct violation of relevant laws and regulations as

suggested by the Contract Administrator.

2) The BOARD shall provide a point of contact for day-to-day Contract Administrator

activities.

3) The BOARD shall provide feedback regarding job performance and guidance to the

Contract Administrator.

4) Coordinate with the Contract Administrator and EMS organization providers to provide a

listing of the authorized personnel operating within the system to include name, type of

license, CME and re-certification records and other clinical information as requested and

to assist the Medical Director(s) in gathering other personnel information as desired. This

information will be provided to the Medical Director on an annual basis or as requested.

OBLIGATIONS

The issuance of this RFP does not obligate the BOARD, the City of Cheyenne, Laramie County

or Cheyenne Regional to pay any costs incurred in the preparation and submission of proposals.

AWARD OF CONTRACT

Each proposal shall be submitted with the understanding that the successful proposer will be

required to execute a contract.

CONFLICT OF INTEREST

Each responder must disclose any existing or potential conflict of interest relative to the

performance of the requirements of this proposal. Examples of potential conflicts may include an

existing business or personal relationship between the responder, its principal or any affiliate or

subcontractor, with the County or any other entity or person involved in any way in the project

that is the subject of this RFP. Similarly, any personal or business relationship between the

responder, the principals, or an affiliate or subcontractor, with any employee of any BOARD

member entity or individual or its suppliers must be disclosed. Any such relationship that might

be perceived or represented as a conflict should be disclosed. Failure to disclose any such

relationship or reveal personal relationships with BOARD entity employees may be cause for

termination. The BOARD will decide if an actual or perceived conflict should result in proposal

disqualification. By submitting a response to this RFP, all responders affirm that they have not

given, nor intend to give, any time hereafter any economic opportunity, future employment, gift,

loan, gratuity, special discount, tip, favor, or service to the BOARD or its member entities or their

employees or representatives in connection with the procurement.


SELECTED PROPOSAL

A review of previous experiences, expertise of firm, reputation, and references, will provide the

necessary information to rank and select one or more firms or individuals. The BOARD shall not

be bound exclusively to any single firm or individual during the term of any contract as provided

herein. The BOARD may at its option, create a short list of proposals received and invite if

necessary, these firms for interviews.

The BOARD reserves the right to negotiate a contract with one or more firms or individuals as

selected. If the BOARD is unable to negotiate a satisfactory contract with any selected firm,

negotiations shall be terminated and the BOARD may undertake negotiations with other qualified

firms or individuals

The BOARD reserves the right to reject any or all submittals or to waive minor defects or

irregularities in the submittal. The BOARD further reserves the right, without prior notice, to

supplement, amend or otherwise modify this RFP or otherwise request additional information from

any or all applicants. By submitting a proposal, the respondent thereby agrees the BOARD’s

decision concerning any submittal in any respect is final, binding and conclusive for all purposes,

and acknowledges the BOARD in its sole discretion may waive or deviate from the procedures

and/or timetable outlined. All materials submitted become the property of the BOARD and may

be made available to the public except as specified herein.

GOVERNMENTAL/SOVEREIGN IMMUNITY

The BOARD, City of Cheyenne, Laramie County, Cheyenne Regional, and their employees,

elected officials, agents, and volunteers waive their Governmental/Sovereign Immunity, as

provided by any applicable law including W.S. § 1-39-101 et seq., (as amended ) by issuing this

RFP. . Further, the entities fully retain all immunities and defenses provided by law with regard

to any action, whether in tort, contract or any other theory of law, based on this RFP.

THIRD PARTIES

The parties to this RFP do not intend to create in any other individual or entity the status of third

party beneficiary, and this RFP shall not be construed so as to create such status. The rights, duties

and obligations contained in this RFP shall operate only between the parties issuing the RFP, and

shall inure solely to the benefit of the parties to this RFP.

NON-BINDING CLAUSE

The preceding RFP-01-21 represents the cooperative non-binding recommendation of the parties

in regard to the need for a review of and recommendations related to, the EMS Contract

Administrator in the City of Cheyenne and Laramie County.

RETENTION OF RIGHTS

The BOARD reserves the right to accept or reject any or combination of proposals for any reason

and to waive any irregularities in any proposal.


INSURANCE REQUIREMENTS

The successful proposer operates as an independent contractor and not as an employee of the

BOARD. As a result, the successful proposer will be required to carry sufficient insurance

coverage to satisfy its obligations under the contract to be awarded. The successful proposer will

not be covered by the Wyoming Governmental Claims Act and is not granted governmental

immunity in carrying out its duties under the contract awarded. The selected proposer must

provide proof of insurance sufficient to meet the professional insurance requirements as listed in

this RFP.

Minimum Scope and Limit of Insurance

Contractor shall procure and maintain for the duration of the contract insurance against claims for

injuries to persons or damages to property, which may arise from or in connection with the

performance of the work hereunder by the Contractor, its agents, representatives, or employees.

Coverage shall be at least as broad as:

1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01

covering CGL on an “occurrence” basis, including products and completed operations,

property damage, bodily injury and personal and advertising injury with limits no less than

$1,000,000 per occurrence. If a general aggregate limit applies, either the general

aggregate limit shall apply separately to this project/location or the general aggregate limit

shall be twice the required occurrence limit.

2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code

1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and Code 9 (non-owned

autos), with limit no less than $1,000,000 per accident for bodily injury and property

damage.

3) Workers’ Compensation: Insurance as required by the State of Wyoming with Statutory

Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per

accident for bodily injury or disease. (Not required if Contractor provides written

verification it has no employees)

4) Professional Liability (Errors and Omissions): Insurance appropriate to the

Contractor’s profession with limit no less than $1,000,000 per occurrence or claim,

$2,000,000 aggregate. (If applicable – see footnote next page)

If the Contractor maintains higher limits than the minimums shown above, the County requires

and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available

insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be

available to the County.


Other Insurance Provisions

The insurance policies are to contain, or be endorsed to contain, the following provisions:

1) Additional Insured Status: The BOARD, its officers, officials, employees and volunteers

are to be covered as additional insured’s on the CGL policy with respect to liability arising

out of work or operations performed by or on behalf of the Contractor including materials,

parts, or equipment furnished in connection with such work or operations. General liability

coverage can be provided in the form of an endorsement to the Contractor’s insurance (at

least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 if a later

edition is used.

2) Primary Coverage: For any claims related to this contract, the Contractor’s insurance

coverage shall be primary insurance as respects to the BOARD, its officers, officials,

employees, and volunteers. Any insurance of self-insurance maintained by the BOARD,

its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance

and shall not contribute with it.

3) Notice of Cancellation: Each insurance policy required above shall provide that coverage

shall not be cancelled, except with notice to the BOARD.

4) Waiver of Subrogation: Contractor hereby grants to the BOARD a waiver of any right

to subrogation, which any insurer of said Contractor may acquire against the BOARD by

virtue of the payment of any loss under such insurance. Contractor agrees to obtain any

endorsement that may be necessary to affect this waiver of subrogation. This provision

applies regardless of whether or not the BOARD has received a waiver of subrogation

endorsement from the insurer.

5) Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions

must be declared to and approved by the BOARD. The BOARD may require the

Contractor to provide proof of ability to pay losses and related investigations, claim

administration, and defense expenses within the retention.

6) Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M.

Best’s rating of no less than A:VII, unless otherwise acceptable to the BOARD.

7) Claims Made Policies: If any of the required policies provide claims-made coverage:

a. The Retroactive Date must be shown, and must be before the date of the contract

or the beginning of contract work.

b. Insurance must be maintained and evidence of insurance must be provided for at

least two (2) years after completion of the contract work.

c. If coverage is cancelled or non-renewed, and not replaced with another claims-

made policy form with a Retroactive Date prior to the contract effective date, the

Contractor must purchase “extended reporting” coverage for a minimum of two (2)

years after completion of work.


8) Verification of Coverage: Contractor shall furnish the BOARD with original certificates

and amendatory endorsements or copies of the applicable policy language effecting

coverage required by this clause. All certificates and endorsements are to be received and

approved by the BOARD before work commences. However, failure to obtain the required

documents prior to the work beginning shall not waive the Contractor’s obligation to

provide them. The BOARD reserves the right to require complete, certified copies of all

required insurance policies, including endorsements required by these specifications, at any

time.

9) Subcontractors: Contractor shall require and verify that all subcontractors maintain

insurance meeting all the requirements stated herein, and Contractor shall ensure that

BOARD is an additional insured on insurance required from subcontractors.

10) Special Risks or Circumstances: The BOARD reserves the right to modify these

requirements, including limits, based on the nature of the risk, prior experience, insurer,

coverage, or other special circumstances.

Acceptance of the insurance by the BOARD shall not relieve, limit, or decrease the liability of the

Contractor. The Contractor shall control any special or unusual hazards and be responsible for

any damages that result from those hazards. The BOARD does not represent that the insurance

requirements are sufficient to protect the Contractor’s interest or provide adequate coverage.

GENERAL PROVISIONS

Any selected Responder will be required to enter into a written Agreement with the BOARD. The

following general provisions, and/or similar provisions will constitute part of the subsequent

contract entered into by the selected responder:

1) Independent Contractor: The services to be performed by Contractor are those of an

independent contractor and not as an employee of the BOARD. Contractor is not eligible

for any benefits from any agency represented on the BOARD and will be treated as an

independent contractor for federal tax filing purposes. Contractor assumes responsibility

for its personnel who provide services pursuant to this contract and will make all

deductions required of employers by state, federal and local laws and shall maintain

liability insurance for each of them. Contractor is free to perform the same or similar

services for others.

2) Acceptance Not Waiver: The BOARD approval of the reports, and work or materials

furnished hereunder shall not in any way relieve Contractor of responsibility for the

technical accuracy of the work. BOARD approval or acceptance of, or payment for, any of

the services shall not be construed to operate as a waiver of any rights under this Agreement

or of any cause of action arising out of the performance of this Agreement.


3) Termination: This Agreement may be terminated:

a. By either party for failure of the other party to comply with the terms and conditions

of this Agreement, provided the party deemed to have failed to comply with the

terms of this Agreement shall have forty-five (45) days, from written notification

of the other party, to rectify the situation;

b. By either party, with thirty (30) days prior written notice to the other party; or

c. Upon mutual written Agreement by both parties.

4) Entire Agreement: This Agreement (15 pages) represents the entire and integrated

Agreement and understanding between the parties and supersedes all prior negotiations,

statements, representations and agreements, whether written or oral.

5) Assignment: Neither this Agreement, nor any rights or obligations hereunder, shall be

assigned or delegated by a party without the prior written consent of the other party.

6) Modification: This Agreement shall be modified only by a written agreement, duly

executed by all parties hereto.

7) Invalidity: If any provision of this Agreement is held invalid or unenforceable by any

court of competent jurisdiction, or if the BOARD is advised of any such actual or potential

invalidity or unenforceability, such holding or advice shall not invalidate or render

unenforceable any other provision hereof. It is the express intent of the parties that the

provisions of this Agreement are fully severable.

8) Applicable Law and Venue: The parties mutually understand and agree this Agreement

shall be governed by and interpreted pursuant to the laws of the State of Wyoming. If any

dispute arises between the parties from or concerning this Agreement or the subject matter

hereof, any suit or proceeding at law or in equity shall be brought in the District Court of

the State of Wyoming, First Judicial District, sitting at Cheyenne, Wyoming. The

foregoing provisions of this paragraph are agreed by the parties to be a material inducement

to Contractor and to BOARD in executing this Agreement. This provision is not intended

nor shall it be construed to waive the BOARD’s governmental immunity as provided in

this Agreement.

9) Contingencies: Contractor certifies and warrants no gratuities, kickbacks or contingency

fees were paid in connection with this Agreement, nor were any fees, commissions, gifts

or other considerations made contingent upon the award of this Agreement.

10) Discrimination: All parties agree they will not discriminate against any person who

performs work under the terms and conditions of this Agreement because of race, color,

gender, creed, handicapping condition, national origin or other protected class.

11) ADA Compliance: All parties agree they will not discriminate against a qualified

individual with disability, pursuant to a law as set forth in the Americans With Disabilities

Act, P.L. 101-336, 42 U.S.C. § 12101, et seq., and/or any properly promulgated rules and

regulations relating thereto.


12) Governmental/Sovereign Immunity: The BOARD does not waive its

Governmental/Sovereign Immunity, as provided by any applicable law including W.S. §

1-39-101 et seq., by entering into this Agreement. Furthermore, the BOARD fully retains

all immunities and defenses provided by law with regard to any action, whether in tort,

contract or any other theory of law, based on this Agreement.

13) Indemnification: To the fullest extent permitted by law, the Contractor agrees to

indemnify and hold harmless BOARD, its elected and appointed officials, employees and

volunteers from any and all liability for injuries, damages, claims, penalties, actions,

demands or expenses arising from or in connection with work performed by or on behalf

of Contractor for BOARD. The Contractor shall carry liability insurance sufficient to cover

its obligations under this provision and provide BOARD with proof of such insurance.

14) Third Parties: The parties do not intend to create in any other individual or entity the

status of third party beneficiary, and this Agreement shall not be construed so as to create

such status. The rights, duties and obligations contained in this Agreement shall operate

only between the parties to the Agreement, and shall inure solely to the benefit of the parties

to this Agreement.

15) Conflict of Interest: BOARD and Contractor affirm, to their knowledge, no Contractor

employee has any personal beneficial interest whatsoever in the agreement described

herein. No staff member of Contractor, compensated either partially or wholly with funds

from this Agreement, shall engage in any conduct or activity, which would constitute a

conflict of interest relative to this Agreement.

16) Force Majeure: Neither party shall be liable to perform under this Agreement if such

failure arises out of causes beyond control, and without the fault or the negligence of said

party. Such causes may include, but are not restricted to, Act of God or the public enemy,

fires, floods, epidemics, pandemics, quarantine restrictions, freight embargoes, and

unusually severe weather. In every case, however, a failure to perform must be beyond the

control and without the fault or the negligence of said party.

17) Limitation on Payment: The BOARD’s payment obligation is conditioned upon the

availability of funds, which are appropriated or allocated for the payment of this obligation.

If funds are not allocated and available for the continuance of the services and equipment

provided by Contractor, the Agreement may be terminated by the BOARD at the end of

the period for which funds are available. The BOARD shall notify Contractor at the earliest

possible time of the services, which will or may be affected by a shortage of funds. At the

earliest possible time means at least thirty (30) days before the shortage will affect payment

of claims, if the BOARD knows of the shortage at least thirty (30) days in advance. No

penalty shall accrue to the BOARD in the event this provision is exercised, and the BOARD

shall not be obligated or liable for any future payments due or for any damages as a result

of termination under this provision. This provision shall not be interpreted or construed to

permit the BOARD to terminate this Agreement in order to acquire similar services from

another party.


18) Notices: All notices required and permitted under this Agreement shall be deemed to have

been given, if and when deposited in the U.S. Mail, properly stamped and addressed to the

party for whom intended at such parties' address listed herein, or when personally delivered

personally to such party. A party may change its address for notice hereunder by giving

written notice to the other party.

19) Compliance with Laws: Contractor shall comply with all applicable laws, regulations

and ordinances, whether Federal, State or local, including but not limited to the publication

of payment requirements pursuant to W.S. 16-6-116.

20) Payments: Any payments due under the Agreement shall be made in accordance with

Wyoming Statute §16-6-602 (as amended).

request for proposal (rfp-01-21)

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