Document Belgrade_doc_989b44dd02

REQUEST FOR PROPOSALS (RFP) 2024 UPDATE TO WATER, SEWER, FIRE/EMS, POLICE, PARK AND STREET IMPACT FEE COST OF SERVICE STUDIES CITY OF BELGRADE Belgrade, MT City of Belgrade 91 East Central Belgrade, MT 59714 March 2024 Page 1 of 13 ---PAGE BREAK--- NOTICE IS HEREBY given that the City of Belgrade (City) is seeking proposals from firms to update the impact fee schedules and supporting documentation for water, sewer, street, park, police and fire/EMS. Copies of the Request for Proposals are available on the City’s website All proposals must be provided as a single document. A paper submission (two official copies) with a USB drive with a digital version shall be delivered to the City Clerk. May 2, 2024 at 4 pm MST. The address for City Hall is 91 E Central, Belgrade, MT. 59714. Office hours for City Hall are from 8am until 5pm. It is the sole responsibility of the proposing party to ensure that proposals are received prior to the closing time as late submittals will not be accepted and will be returned unopened. The proposal must contain the following information: 1. A brief statement of consultant’s understanding of the goals of this project and the services required of the consultant. 2. Qualifications of key individuals to be assigned to this project, their availability during the relevant time periods, and their recent experience on similar projects. 3. Project management chart. 4. Example project schedule depicting all tasks typical for similar projects. 5. A description of the qualifications of any sub-contractors and the role they will play in completing the work. NON-DISCRIMINATION The City of Belgrade is an Equal Opportunity Employer. Discrimination in the performance of any agreement awarded under this RFQ on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability is prohibited. This prohibition shall apply to the hiring and treatment of the awarded entity’s employees and to all subcontracts. As such, each entity submitting under this notice shall include a provision wherein the submitting entity, or entities, affirms in writing it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and which also recognizes the eventual contract will contain a provision prohibiting discrimination as described above and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts. Any administrative questions regarding proposal procedures should be directed to: Camille Gregory, City Clerk (406) 388-3559, [EMAIL REDACTED]. Questions relating to the RFP should be directed to: Jason Karp, Community Development Director, (406) 388-3563, [EMAIL REDACTED]. ---PAGE BREAK--- DATED at Belgrade, Montana, this March 12, 2024 Camille Gregory City Clerk City of Belgrade ---PAGE BREAK--- I. INTRODUCTION The City of Belgrade (Owner) is seeking proposals from firms to undertake professional services to update background documentation in support of updated cost of service impact fee schedules. The Owner intends to enter into a contract with the selected firm that will include review of long-range facility plans, funding sources, existing and future service needs, and development of new fee schedules consistent with requirements of state law and best practices. This RFP shall not commit the Owner to enter into an agreement, to pay any expenses incurred in preparation of any response to this request, or to procure or contract for any supplies, goods or services. The Owner reserves the right to accept or reject all responses received as a result of this RFP if it is in the Owner’s best interest to do so. This procurement is governed by the laws of the State of Montana and venue for all legal proceedings shall be in the 18th Judicial District Court, Gallatin County. By offering to perform services under this RFP, all Submitters agree to be bound by the laws of the State of Montana and of the Owner, including, but not limited to, applicable wage rates, payments, gross receipts taxes, building codes, equal opportunity employment practices, safety, non-discrimination, etc. II. PROJECT BACKGROUND AND DESCRIPTION Belgrade is a rapidly growing community of 13,500 and reached Montana 1st Class City status in the 2020 census. The formation of a metropolitan planning organization (MPO) and participation in the MPO has recently been completed. It is the home to the busiest international airport in Montana and part of the fastest growing areas in the US. It is a major gateway to Yellowstone National Park. The City of Belgrade, MT has implemented water, sewer, fire/EMS, and street impact fees since 2007. The City is considering instituting impact fees for police as well. The City reviews and updates the cost of service studies underlying each fee on a regular basis. This project is to conduct the update utilizing most recent facility planning and cost of construction information. The studies currently in place were updated and adopted in 2017-2018. Impact fees are an essential funding source to support the rapid growth. III. SCOPE OF SERVICES A. Location and Purpose. Work will involve reviewing and updating the four current impact fee studies, and associated documentation as needed. Fee types are: Water, Wastewater, Fire/EMS, and Streets. Further, work on defining the potential of police impact fees is requested. Area of work is limited to the City of Belgrade and as it may reasonably expand as depicted in its planning documents. The current studies are available for review at www.BelgradeMT.gov The work shall include revisions to the studies to reflect changes in the City area, capital improvement projects completed since the studies were conducted, changes in the anticipated funding levels from state and federal sources, updated facilities ---PAGE BREAK--- plans, and changes in bidding conditions for capital projects. Verification and/or updating of currently utilized methodology is required in this project. Changes to methodology may be proposed and allowed when a superior outcome will result. The City will provide facility planning and other documents for the subject facilities which: describe existing conditions of the facilities; establishes level of service standards; forecast future additional needs for service for a defined period of time; identify capital improvements necessary to meet future needs for service; identify those capital improvements needed for continued operation and maintenance of the facility. The project must for each fee: make a determination whether one service area or more than one service area is necessary to establish a correlation between each impact fee and benefits generated; establish the methodology and time period over which the City will assign the proportionate share of capital costs for expansion of the facility to provide service to new development within each service area; establish the methodology that the City will use to exclude operations and maintenance costs and correction of any existing deficiencies from the impact fee; establish the methodology to convert capacity into units of service demand; establish the maximum dollar amount of the impact fee that could be collected for each unit of increased service demand. The City is presently updating its facility plan for wastewater with anticipated completion in spring 2025. Plans for streets, water, and fire/EMS were updated in 2017. The City is creating its first capital improvement program. The City is conducting its first master planning effort with the support of a consulting firm. An estimated time and work schedule must be provided before work begins. It is anticipated that the work will take a maximum of twelve (12) months to complete from date of notice to proceed. Final schedule may be negotiated upon consultant selection. The work may take place sequentially or simultaneously for all fees. The City will consider grouping work tasks at the consultant’s request. A sequence for the work will be set before the work begins. The work shall conform to best practices and the authorizing statutes of the State of Montana. B. Reports, Meetings and Public Participation. Professional staff will be the primary contact for this work. The City’s five-person impact fee advisory committee comprised of staff and citizens, is charged by statute to provide recommendations regarding impact fees. The consultant will meet with the Board at key stages during the process to develop the updated impact fee studies. City staff will be available to meet with the consultants to provide detailed information. The City of Belgrade is committed to meaningful public access to public processes and intends the fee study update process to be transparent and understandable to participating parties. The City’s public engagement portal, BeHeardBelgrade.com, will be the primary point of public contact with the project. ---PAGE BREAK--- The following meetings and draft documents are expected as part of this process. Multiple elements of the listed meetings may be held on a single date or event when appropriate. Electronic attendance by the consultant at meetings may be proposed for meetings other than the introductory workshop and presentation of final drafts. City Council meetings are on the 1st and 3rd Monday evenings and Planning Board typically meets the 4th Monday in the evening. Planning Board a) An introductory workshop, open to the public but primarily oriented to the Planning Board, appointed and elected officials, to begin the work and provide an overview of the process to all interested parties. b) Initial meeting for each fee (discussion and review of assumptions, methodology, and service area[s]) c) Rough draft for each fee with evaluation of results from earlier decisions made in the initial meeting. d) Meeting to present the final draft for each fee. City Council a) Meeting - Introduction to the update process b) Rough draft of each fee study c) Final Draft of each fee study d) Meeting - Formal presentation and adoption for each fee Staff will be available for discussion regarding: • Consultation regarding data for each fee • Facility plan overview for each fee • Funding availability and structure overview • Local legal and procedural framework Documents and work must: • Be factually grounded in local conditions for costs and work done, • Conform to documentary requirements of Montana statute (7-6-16 MCA), and Belgrade City Ordinance (Chapter 8: Article B) • Account for expansion of service costs and exclude deficiency, maintenance and operations costs, • Be clear and communicate well to elected officials and the public, • Methodology must be sound and understandable. Project Deliverables. All proposals must be provided as a single document. A paper submission (two official copies) with a USB drive with a digital version shall be delivered to the City Clerk by May 2, 2024 at 4 pm MDT. The address for City Hall is 91 E Central, Belgrade, MT. 59714. Office hours for City Hall are from 8am until 5pm. It is the sole responsibility of the proposing party to ensure that proposals are received prior to the closing time as late submittals will not be accepted and will be returned unopened. ---PAGE BREAK--- All documents shall be provided at least 12 working days prior to any public hearing or meetings with the City Council or the Planning Board. All work submitted shall become property of the City of Belgrade. Deliverables must comply with the Americans with Disabilities Act. To comply with the ADA, documents posted online, including, but not limited to, Adobe PDF files, Microsoft Word documents, Microsoft PowerPoint presentations, and online flipbooks, must be screen-reader friendly. Accessible documents are often part of web-based information or used for support documents. Therefore, under Section 508 standards and WCAG accessibility guidelines, it is critical to ensure all support documents made available to end users can be accessed by people with disabilities. Therefore, any digital material created for the City of Belgrade and its websites will maintain the requirements outline in WCAG 2.0 AA Convention guidelines, Section 508 "Electronic & Accessibility Standards" of the U.S. Rehabilitation Act, the Usability.gov accessibility Guidelines, and ADA Title II State & Local Government nondiscrimination requirements. Progress Reports. Proposer will be expected to submit bi-weekly progress reports via e-mail outlining the following subjects: Recently Performed Work; Upcoming Tasks; Upcoming Milestones; Scope & Schedule Issues; and Issues To Be Aware Of. IV. PROPOSAL REQUIREMENTS Firms interested in providing the services described above are requested to submit the following information. Responses to each item should appear in the same order as in this RFP and should identify the item to which the responses apply. Proposals and required attachments shall be submitted as specified and must be signed by officials authorized to bind the proposer to provide the services. A. Proposal Outline and Content. Assemble and submit each proposal in the order below and address the required content/questions. The order in which items are presented is important, as proposal evaluators will follow this order: a. Cover Sheet (not to exceed one page). This sheet will serve as the cover of your proposal. b. Table of Contents (not to exceed one page) c. Project Summary (not to exceed one page). This summary should concisely describe the project, its goals, and the proposed plan of implementation including a detailed schedule for completion. d. Company Description/Capability (not to exceed 3 pages). Brief history of the company that includes the date of establishment and examples of relevant prior RFP/bids and current customers of similar attributes to the City of Belgrade. Describe your experience and capacity to manage projects of the size and scope proposed. ---PAGE BREAK--- e. Project Team (not to exceed 3 pages). A list of the project team and their professional profile, credentials, and relevant experience. Specific assignment of project team members f. References (not to exceed 2 pages). Provide a minimum of 3 and maximum of 6 specifically in local, municipal, county, or state agencies i. Name of agency ii. Contact name to include: title, phone number and email iii. Population of jurisdiction iv. Number of employees v. Project start and completion date vi. Brief summary of project g. Outline of Services (refer to Scope of Services) h. Cost and Expenses (one page). A cost proposal for a specific “not to exceed” fixed fee, including associated fees (i.e. printing costs, attendance at meetings, travel), shall be included with the initial submittal in a separate sealed envelope. A requested payment schedule should accompany the work schedule. Selection is based upon qualifications. Upon selection, the cost for the work will be negotiated. If a satisfactory price cannot be reached the City reserves the right to terminate negotiations and work with the next most qualified firm. B. Affirmation of Nondiscrimination (see Appendix Non-completion of the Affirmation of Nondiscrimination is cause for disqualification of firms. C. The City reserves the right to require the submittal of additional information that supplements or explains proposal materials. V. TIMELINES, DELIVERY DEADLINE, AND INSTRUCTIONS EVENT DATE/TIME Publication dates of RFP Thursday, March 21, 2024, Bozeman Chronicle Thursday, March 28, 2024, Bozeman Chronicle Thursday, March 21, 2024, Belgrade News Thursday, April 4, 2024, Belgrade News Deadline for receipt of proposals May 2, 2024 4pm MDT Evaluation of proposals TBD Selection of consultants TBD With the exception of the advertising dates and advertised due date, the City reserves the right to modify the above timeline. Deliver RFPs to the City Clerk ([EMAIL REDACTED]) by May 2, 2024, at 4 pm MDT. It is the sole responsibility of the proposing party to ensure that proposals are received prior to the closing time as late submittals will not be accepted and will be returned unopened. All proposals must be provided as a paper submission (two official copies) with a USB drive with a digital version and shall be delivered to the City Clerk. ---PAGE BREAK--- The mailing address for the City is: City of Belgrade Attention: City Clerk 91 East Central Belgrade, MT 59714 VI. AMENDMENTS TO SOLICITATION Any interpretation or correction of this request will be published on the City’s webpage. The deadline for questions related to this document is 4 pm MDT on May 2, 2024. VII. CONTACT INFORMATION Any administrative questions regarding proposal procedures should be directed to: Camille Gregory, City Clerk, [EMAIL REDACTED], (406)-388-3559 Questions relating to scope of services should be directed to: Jason Karp, Community Development Director, [EMAIL REDACTED], (406)-388-3563. VIII. SELECTION PROCEDURE A review committee will evaluate all responses to the RFP that meet the submittal requirements and deadline. Submittals that do not meet the requirement or deadline will not be considered. The review committee will rank the proposals and may arrange interviews with the finalist(s) prior to selection. Selection may be made directly based on the written RFP submission. If interviews occur, the selection of finalists to be interviewed will be made by a selection committee representing the City of Belgrade. The selection of interview candidates will be based on an evaluation of the written responses to the RFPs. All submitted proposals must be complete and contain the information required as stated in the "Request for Proposals.” IX. SELECTION CRITERIA Proposals will be evaluated based on the following criteria: • 60 points Personnel Qualifications • 60 points Related Experience on Similar Projects • 20 points Schedule and Resources • 20 points Local Knowledge and Ability to Respond • 20 points Present and Projected Workloads • 20 points Work Quality ---PAGE BREAK--- X. FORM OF AGREEMENT The Contractor will be required to enter into a contract with the City in substantially the same form as the professional services agreement attached as Appendix B. XI. CITY RESERVATION OF RIGHTS / LIABILITY WAIVER All proposals submitted in response to this RFP become the property of the City and public records and, as such, may be subject to public review. A SUBMISSION IN RESPONSE TO THIS REQUEST FOR QUALIFICATIONS CONFERS NO RIGHTS UPON ANY RESPONDENTS AND SHALL NOT OBLIGATE THE CITY IN ANY MANNER WHATSOEVER. THE CITY RESERVES THE RIGHT TO MAKE NO AWARD AND TO SOLICIT ADDITIONAL REQUEST FOR PROPOSALS AT A LATER DATE. A. This RFP may be canceled or any or all responses may be rejected in whole or in part, as specified herein, when it is in the best interests of the City. If the City cancels or revises this RFP, all Respondents who submitted will be notified using email. B. The City reserves the right to accept or reject any and all proposals; to add or delete items and/or quantities; to amend the RFP; to waive any minor irregularities, informalities, or failure to conform to the RFP; to extend the deadline for submitting proposals; to postpone award for up to 60 days; to award one or more contracts, by item or task, or groups of items or tasks, if so provided in the RFP and if multiple awards or phases are determined by the City to be in the public interest. C. The City of Belgrade reserves the right to reject the proposal of any person/firm who previously failed to perform properly to the satisfaction of the City of Belgrade, or complete on time agreements of similar nature, or to reject the proposal of any person/firm who is not in a position to perform such an agreement satisfactorily as determined by the City of Belgrade. D. The City of Belgrade reserves the right to determine the best qualified Contractor and negotiate a final scope of service and cost, negotiate a contract with another Contractor if an agreement cannot be reached with the first selected Contractor, or reject all proposals. The professional services contract between the City of Belgrade and the successful Contractor will incorporate the Contractor's scope of service and work schedule as part of the agreement (see Appendix B for form of professional services agreement. The professional services agreement presented to the Contractor may differ from this form as appropriate for the scope of services). ---PAGE BREAK--- E. This RFP does not commit the City to award a contract. The City assumes no liability or responsibility for costs incurred by firms in responding to this request for proposals or request for interviews, additional data, or other information with respect to the selection process, prior to the issuance of an agreement, contract or purchase order. The Contractor, by submitting a response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. F. Projects under any contract are subject to the availability of funds. XII. NONDISCRIMINATION POLICY The City of Belgrade requires each entity submitting under this notice shall affirm, on a separate form provided, that it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, sexual preference, gender identity, or disability in fulfillment of a contract entered into for the services identified herein and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts it enters into in the fulfillment of the services identified herein. Failure to comply with this requirement shall be cause for the submittal to be deemed nonresponsive. XIII. MISCELLANEOUS A. No Oral Agreements. No conversations or oral agreements with any officer, employee, or agent of the City shall affect or modify any term of this solicitation. Oral communications or any written/email communication between any person and City officer, employee or agent shall not be considered binding. B. No Partnership/Business Organization. Nothing in this solicitation or in any subsequent agreement, or any other contract entered into as a result of this solicitation, shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the respondent and the City. ---PAGE BREAK--- C. Employment Restriction and Indemnity. No person who is an owner, officer, employee, contractor, or consultant of a respondent shall be an officer or employee of the City. No rights of the City’s retirement or personnel rules accrue to a respondent, its officers, employees, contractors, or consultants. Respondents shall have the responsibility of all salaries, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and consultants. Each Respondent shall save and hold the City harmless with respect to any and all claims for payment, compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums in any way related to each respondent’s officers, employees, contractors and consultants. D. Procurement. When discrepancies occur between words and figures in this solicitation, the words shall govern. No responsibility shall attach to a City employee for the premature opening of an RFP not properly addressed and identified in accordance with these documents. E. Governing Law. This solicitation and any disputes arising hereunder or under any future agreement shall be governed and construed and enforced in accordance with the laws of the State of Montana, without reference to principles of choice or conflicts of laws. XIV. ATTACHMENTS The following exhibits are incorporated in this RFP: Appendix A: Non-Discrimination Affirmation Appendix B: Form of Professional Services Agreement END OF RFP ---PAGE BREAK--- Appendix A NON-DISCRIMINATION AFFIRMATION (name of entity submitting) hereby affirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. Name and title of person authorized to sign on behalf of submitter ---PAGE BREAK--- Appendix B FORM OF PROFESSIONAL SERVICES AGREEMENT PROFESSIONAL SERVICES AGREEMENT FOR [PROJECT OR SCOPE] This Professional Services Agreement (“Agreement”) is made between the City of Belgrade, a Montana municipal corporation and political subdivision of the State of Montana (“City”), and a (“Consultant”). The City and the Consultant (together “Parties”) are located and do business at the below addresses which shall be valid for any notice required under this Agreement: [CONSULTANT NAME] [Contact Name] [Address] [Address] Phone: [telephone number] Fax: [fax number] Email: [email address] CITY OF BELGRADE Neil Cardwell, City Manager 91 East Central Ave. Belgrade, MT 59714 Phone: (406)388-3760 Fax: (406)388-4996 Email: [EMAIL REDACTED] The work covered by this Agreement is for the following project(s): PROJECT NAME: PROJECT NUMBER: PROJECT DESCRIPTION: The Parties agree as follows: 1. TERM. The term of this Agreement shall commence on the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the work, unless terminated earlier in accordance with the Agreement. This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Consultant. 2. SERVICES. 2.1. Scope of Work and Standard of Performance. The Consultant shall perform the services more specifically described in Exhibit attached hereto and incorporated by this reference (“Services”), in a manner consistent with the Agreement, and in accordance with accepted professional practices for other similar services within the state of Montana in effect at the time those services are performed, and performed to the City’s satisfaction, within the time period prescribed by the City and pursuant to the direction of the City Manager or his or her designee. The Consultant warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately ---PAGE BREAK--- accredited and licensed by all applicable agencies and governmental entities. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve the Consultant of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City’s knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 2.2. Subconsultants. The Consultant shall provide the City a list of all subconsultants and the subconsultants’ proposed responsibilities. “Subconsultant” means any person or entity who, by contract with the Consultant, express or implied, is delegated or assigned, in whole or in part, the making or furnishing of any material or services for the performance of this Agreement. All contracts with Subconsultants shall be in writing and shall incorporate the terms and conditions of this Agreement. The Consultant is solely responsible for the performance and payment of its Subconsultants. 2.3. Personnel. The Consultant shall have and maintain complete responsibility for its Personnel. “Personnel” means the Consultant and its employees, Subconsultants, volunteers, interns, agents, and any other person utilized by the Consultant directly or indirectly or through third parties to perform any Services under this Agreement. The Consultant shall remove any Personnel performing Services at the request of the City. 2.4. Deviations from Scope of Work. The City may at any time issue written directions within the general scope of this Agreement. If any such direction causes an increase or decrease in the cost of the Agreement or otherwise affects any other provision of this Agreement, the Consultant shall immediately notify the City. The City may modify the amount spent for identified tasks within the scope of work providing the total amount of the Agreement, or as modified by written amendment, is not exceeded. Any work done by the Consultant in violation of this Section shall be at the sole expense of the Consultant. 3. RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES. The Consultant represents and warrants as follows: it and its Personnel possess all of the necessary qualifications, experience, knowledge, tools and equipment to undertake the performance of the Services; (ii) it is familiar with and is satisfied as to all federal, state and local laws and regulations that may affect costs, progress, performance and furnishing of the Services; and (iii) it has reviewed and entered into this Agreement based solely on its own knowledge, inspection, and judgment, and not upon any representations or warranties made by the City or its officers, employees, or agents. 4. COMPENSATION. 4.1. Amount. In return for the Services, the City shall pay the Consultant an amount not to exceed a maximum and according to a rate or method as delineated in Exhibit attached hereto and incorporated by this reference. The Consultant agrees that any hourly rate or flat rate charged by it for its Services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit the Consultant shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2. Method of Payment. On a basis, the Consultant shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Consultant shall also submit a final bill upon completion of all Services. Payment shall be made on a basis by the City only after the Services have been performed and within thirty ---PAGE BREAK--- (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Consultant will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3. Restrictions. The Consultant will only be entitled to receive payment for Services expressly authorized by the City in writing. The Consultant acknowledges that oral requests and approvals of additional services or additional compensation are prohibited and unenforceable. Advance payments are not authorized. 4.4. Charges for Additional Services. The Consultant shall obtain written approval of the City for any charges for additional services performed by the Consultant, the additional services of others retained by the Consultant, or the furnishing of additional supplies, materials, or equipment. The Consultant shall not be entitled to any additional charges incurred in violation of this paragraph without prior written approval of the City. 4.5. Claim Procedures. In connection with obtaining payment or other relief under this Agreement, the Consultant agrees to familiarize itself with, and agrees to be bound by, the City’s claim procures, including but not limited to deadlines for submitting claims for approval and payment. 5. INDEMNIFICATION. 5.1. To the fullest extent permitted by law, the Consultant agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney’s fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Consultant or its Personnel in performance of this Agreement, except for that portion of the claims to the extent caused by the City's negligence. The Consultant shall ensure that each Subconsultant shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Consultant pursuant to this paragraph. The City's inspection or acceptance of any of the Consultant’s Services when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2. The Consultant’s indemnification obligations shall not be limited in any way by a limitation on the amount or type of damages, compensation, or benefits payable by or for the Consultant or its agents under applicable workers' compensation acts, disability benefit acts, or other employee benefits acts or by the extent of the Consultant’s insurance coverage. 6. INSURANCE. The Consultant agrees to carry insurance for liability which may arise from or in connection with the performance of the Services or work by the Consultant, its agents, representatives, employees, or sub-consultants for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Consultant agrees to purchase and maintain as a minimum the following insurance, in such forms and with such carriers duly licensed in the State of Montana with an A.M. Best Company ratings of not less than A-VIII: ---PAGE BREAK--- a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. Coverage shall not exclude or contain sub-limits less than the minimum limits required herein, without the prior written approval of the City. b. Workers’ compensation and employer’s liability insurance in amounts sufficient pursuant to the laws of the State of Montana. c. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles with a minimum combined single limit no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. d. Professional liability insurance with limits no less than $2,000,000 per claim and $4,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors, or omissions of the Consultant. e. Excess or Umbrella insurance in the amount of $5,000,000. 6.2. No Limit of Liability. The Consultant’s maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity. 6.3. Additional Insured, Primary Insurance, Verification. The City shall be named as an additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, the Consultant shall provide certificates of insurance for all commercial general liability policies, naming the City as an additional insured, and any such certificates shall require at least thirty (30) days written notice to the City prior to any cancellation, termination, or non-renewal of coverage. The Consultant’s insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute to it. At the City’s request, the Consultant shall provide the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If the Consultant’s insurance policies are claims-made, the Consultant shall be required to maintain tail coverage for a minimum of three years from the date the Agreement is terminated or upon project completion and acceptance by the City, whichever is later. 6.4. Waiver of Subrogation. The Consultant agrees to waive all rights of subrogation against the City, its elected and appointed officials, officers, employees, and agents. This waiver does not apply to any policy that includes a condition that expressly prohibits waiver of subrogation by the insured or that voids coverage should the Consultant enter into a waiver of subrogation on a pre-loss basis. 7. OWNERSHIP OF WORK PRODUCT. All originals and copies of any work product, including any and all data, reports, analyses, documents, photographs, pamphlets, plans, specifications, surveys, films, or other materials created, prepared, produced, constructed, assembled, made, performed, or otherwise produced by the Consultant or its Personnel for delivery to the City under this Agreement shall be the sole and absolute property of the City. All such property shall constitute “work made for hire” as defined by the U.S. Copyright Act., 17 U.S.C. § 101, and the ownership of the copyright and any other intellectual property rights in such property shall vest in the City at the time of its creation. Ownership of the intellectual property includes the right to copyright, patent, and register, and the ability to transfer these rights. Material the Consultant uses to perform this Agreement that is not created, prepared, constructed, assembled, made, performed or otherwise produced for or paid by the City is owned by the Consultant and is not “work made for hire” within the terms of this Agreement. The Consultant shall make all “work made for hire” available to the City and shall deliver ---PAGE BREAK--- all needed or contracted for work product upon the City’s request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of the Consultant shall be delivered to the City. 8. BOOKS AND RECORDS; AUDIT. The Consultant and its Personnel agrees to maintain books, records, and documents relating to the performance of the Services provided in connection with this Agreement for eight years after completion of all Service. With respect to costs, the Consultant will maintain books, records, and documents that properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. All records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 9. INDEPENDENT CONTRACTOR. The Parties intend that the Consultant shall be an independent contractor and that the Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The Consultant shall not be deemed by virtue of this Agreement nor the performance thereof to have entered into any partnership, joint venture, employer/employee or any other legal relationship with the City besides that of independent contractor. The City shall be neither liable nor obligated to pay the Consultant or its Personnel sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The Consultant agrees to assume full responsibility for the payment of all contributions of all federal and state income or other payroll tax or assessment, social security, worker’s compensation insurance, unemployment insurance, self-employment tax or any other required deduction or contribution for itself or for any employees engaged by the Consultant in the performance of the Services. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and Subconsultants in the performance of the work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant’s own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Consultant, shall not be deemed to convert this Agreement to an employment contract. 10. CONFLICT OF INTEREST. It is recognized that the Consultant may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with the Consultant’s ability to perform the Services. The Consultant agrees to resolve any such conflicts of interest in favor of the City. The Consultant confirms that the Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Consultant’s selection, negotiation, drafting, signing, administration, or evaluating the Consultant’s performance. The Consultant covenants and agrees it has no direct or indirect interest, and will not acquire any direct or indirect interest, in any project for which the Consultant provides Services that would in any manner or degree affect or interfere with the Consultant’s performance of this Agreement. 11. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by the Consultant or its sub-consultants of any level, or any of those entities’ employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide ---PAGE BREAK--- occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Consultant shall comply with and shall not violate any of the terms of Montana Code Ann. § 49-3-207, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 12. TERMINATION OF AGREEMENT. 12.1. For Convenience. The City may terminate the Agreement, in whole or in part, without penalty, for any reason or no reason, with ten (10) days prior notice to the Consultant. 12.2. For Funding Issues. If funding for Services is not available, withdrawn, reduced, or limited in any way, or if additional or modified conditions are placed on the funding after the Agreement becomes effective, the City may: accept a decreased price offered by the Consultant; (ii) terminate the Agreement; or (iii) terminate the Agreement and re-solicit the scope of work. 12.3. For Default. The City may terminate the Agreement, in whole or in part, due to the failure of the Consultant to comply with any term or condition of the Agreement, or to make satisfactory progress in performing the Services, provided the City gives the Consultant ten (10) days written notice of its intent to terminate. The City may terminate the Agreement immediately and without prior notice if the City determines the Consultant has been debarred, suspended, or otherwise lawfully prohibited from participating in any public procurement activity or from perform the Services. The Consultant shall immediately notify the City if the Consultant becomes prohibited from lawfully prohibited from participating in any public procurement activity or from perform the Services. 12.4. Procedures. Upon receipt of a notice of termination, the Consultant shall stop all Services as directed in the notice of termination, notify all Personnel of the termination date, and minimize further costs. All goods, materials, documents, data, and reports prepared by the Consultant under the Agreement shall be delivered to the City on demand. A final payment will be made to the Consultant only for Services performed and accepted by the City through the effective date of termination. No costs incurred after the effective date of the termination will be paid. If the termination is made pursuant to Section 12.3 (For Default), the City may offset any final payment to cover any costs, damages, liabilities, or expenses (including attorney’s fees) due to the Consultant’s default, and the City reserves all rights to seek compensation for any costs, damages, liabilities or expenses (including attorney’s fees) cause by the Consultant’s default. 13. ENFORCEMENT AND REMEDIES. 13.1. Time for Performance. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Consultant’s performance of this Agreement. 13.2. Right of Assurances. If the City in good faith has reason to believe that the Consultant does not intend, or is unable to perform, or continue performing the Agreement, the City may demand in writing that the Consultant give a written assurance of intent and ability to perform. Should the Consultant fail to provide adequate assurance to the reasonable satisfaction of the City, by the date specified in the demand, the City may terminate all or part of the Agreement and pursue all other rights and remedies available at law and in equity. ---PAGE BREAK--- 13.3. Technical Accuracy. All Services shall be completed to the reasonable satisfaction of the City and as required herein. The City shall not be responsible for discovering errors or omissions in the Consultant’s Services. In the event of an error or omissions under the Agreement, the Consultant shall, at no cost to the City, provide all necessary design drawings, clarifications, estimates, and all other professional services the City deems necessary to rectify and correct the matter to the satisfaction of the City. The Consultant shall continue to be responsible for the accuracy of the Services, even after the Services are accepted and the termination or expiration of the Agreement. 13.4. Right of Set-Off. The City may offset any payments due the Consultant under this Agreement or any other agreement between the Parties to cover any costs, damages, liabilities, or expenses (including attorney’s fees) due to the Consultant’s failure to perform the Services under this Agreement. 13.5. Remedies. Any remedies provided for the City under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. 13.6. Waiver. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. 13.7. Governing Law, Jurisdiction, Venue, Costs. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Montana. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the Gallatin County District Court, Gallatin County, Montana, unless the parties agree in writing to an alternative process. The Consultant consents to the personal jurisdiction of the state and federal courts in Gallatin County, Montana and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its own legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties’ rights to indemnification under Section 5 of this Agreement. 14. GENERAL PROVISIONS. 14.1. Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. ---PAGE BREAK--- 14.2. Severability. Each provision of this Agreement is intended to be severable. If any provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity of said provision shall not affect the validity of the remainder of this Agreement. 14.3. Assignments and Beneficiaries. The Consultant may not transfer or assign, in whole or in part, any or all its obligations and rights hereunder without the prior written consent of the City. If the City gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 14.4. Compliance with Laws. The Consultant shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. 14.5. Public Records. The Consultant acknowledges that the Agreement and all public records associated with the Agreement and the performance of the Services shall be available for inspection and copying where required by applicable law. To the extent that public records in the custody of the Consultant are needed for the City to respond to public records request, the Consultant shall make them available to the City at no cost to the City. If the Consultant considers any portion of any record provided to the City to be protected from disclosure under the law, the Consultant shall clearly identify all specific information it claims to be confidential or proprietary. If the City receives a request for inspection or copying of records the Consultant considers to be confidential or proprietary, the City’s sole obligation will be to make a reasonable effort to notify the Consultant of the request and the date such information will be released. It is the Consultant’s sole responsibility to obtain a court order enjoining the disclosure of such information. The City will not be liable for releasing record in compliance with applicable law or a court order. 14.6. Authority. The Consultant, its officers, agents, and/or employees shall not have the authority to make representations on behalf of the City, and neither shall the aforementioned entities and persons have the authority to legally bind or otherwise obligate the City to any third person or entity. 14.7. Force Majeure. A party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to the other party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, as a consequence of any act of God, labor disturbance, sabotage, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, or any other cause or causes beyond such party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities (“Force Majeure Event”). A Force Majeure Event does not include an act of negligence or intentional wrongdoing by a party. Any party claiming a Force Majeure Event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure Event. Each party shall use its best efforts to mitigate the effects of such Force Majeure Event, remedy its ---PAGE BREAK--- inability to perform, and resume full performance of its obligations hereunder. A party suffering a Force Majeure Event shall notify the other party in writing as soon as reasonably practicable specifying the cause of the Event, the scope of commitments under the Agreement affected by the Event, and a good faith estimate of the time required to restore full performance. Except for those commitments identified in the notice of Force Majeure Event, the affected party shall not be relieved of its responsibility to fully perform as to all other commitments in the Agreement. 14.8. Notices. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, or may be sent by email with verification of receipt, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three days after the date of mailing. Any change of address shall be made by giving written notice thereof to the other party, providing the new address information. Any remedies provided for the City under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Montana. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the Gallatin County District Court, Gallatin County, Montana, unless the parties agree in writing to an alternative process. The Consultant consents to the personal jurisdiction of the state and federal courts in Gallatin County, Montana and waives any objection that such courts are an inconvenient forum. If either party brings any claim or lawsuit arising from this Agreement, each party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties’ rights to indemnification under Section 5 of this Agreement. 14.9. Survival. All representations, warranties, indemnifications, insurance obligations, and limitations of liability made or given in this Agreement shall survive completion of the Services and termination or expiration of this Agreement for any reason. 14.10. Execution. Each individual executing this Agreement on behalf of the City and the Consultant represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the “date of mutual execution” hereof. ---PAGE BREAK--- IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in Belgrade, Montana, on the date of mutual execution. CITY OF BELGRADE Neil Cardwell City Manager [Consultant Name] [name] [title] Attest Camille Gregory, City Clerk ---PAGE BREAK--- EXHIBIT A – SCOPE OF SERVICES [provide complete description of any services the Consultant will render including any limitations or requirements] ---PAGE BREAK--- EXHIBIT B – COMPENSATION 1. TOTAL COMPENSATION: In return for the Services, the City shall pay the Consultant an amount not to exceed and __/100 Dollars inclusive of all taxes. 2. METHOD OF COMPENSATION: [Lump sum with schedule of values] or [Cost plus fixed fee with not to exceed amount with schedule of values] 3. REIMBURSABLE EXPENSES: [need to identify expenses that are reimbursable and markup on expenses]