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PROFESSIONAL SERVICES AGREEMENT BUDGET DEVELOPMENT SERVICES THIS AGREEMENT is made by and between: BUTTE-SILVER BOW, 155 W. Granite St. Butte, MT 59701 (“CITY/COUNTY”); and Miral Gamradt (DBA: MDG Consulting), 164 Meriwether Avenue, Bozeman, Montana 59718 ([EMAIL REDACTED]) hereinafter designated as the (“CONTRACTOR”). WHEREAS, the CITY/COUNTY has an immediate need for CONTRACTOR to provide consultant services to assist in the completion of the City/County FY 2014-2015 Budget Documents and Capital Improvement Plan (CIP). WHEREAS, the CITY/COUNTY has authority to contract for such services; and, WHEREAS, CONTRACTOR is engaged in an independently established profession, renders services in the course of such profession and will continue to be free from control or direction over the performance of its services; and WHEREAS, the CONTRACTOR represents that he is qualified to perform such services and is willing to furnish such services to the CITY/COUNTY; WHEREAS, CONTRACTOR is licensed to do business in the State of Montana and the undersigned is willing to furnish such services to the CITY/COUNTY; NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated herein, the Parties hereto agree that the above recitals are true and are incorporated herein and as follows: 1. Scope of Work. CONTRACTOR agrees to provide consulting services to assist the City/County in creating a City/County Budget Document to conform to the criteria set forth by the Government Finance Officers’ Association of the United States and Canada. CONTRACTOR agrees to provide consulting services to assist the City/County in creating a Capital Improvement Plan (CIP) in accordance with established industry standards. CONTRACTOR agrees to provide Training services to City/County Finance & Budget Department staff relating to maintaining the budget and CIP documents. 2. Compensation. CITY/COUNTY agrees to pay for the services described according to the terms and conditions set forth in the SCOPE OF WORK. CITY/COUNTY shall make payment within 30 days of receipt of CONTRACTOR’s invoice. Services shall be billed to the CITY/COUNTY at the rate of $8,868 per month, not to exceed $54,000 in total. Any additional payments will not be approved unless set forth and agreed to by the parties. ---PAGE BREAK--- 3. Additional Work. No claims for extra, additional, or changes in the services will be made by CONTRACTOR without written agreement with CITY/COUNTY prior to the performance of such services. 4. Proprietary Information. Both parties agree to use reasonable care not to disclose proprietary information to any third party, and will not use information developed during this project for the benefit of others except as may be authorized in writing. All documents, records, or other papers acquired by CONTRACTOR during this project shall remain the property of CITY/COUNTY. All work products will indicate Butte-Silver Bow as ownership and for contact information. CONTRACTOR may include information as contracted services information. 5. Release of Information. CONTRACTOR will not release information to any third party without prior written approval from the CITY/COUNTY contact person. 6. Termination. Either party may terminate this Agreement at any time by giving ten (10) days written notice to the other party at the above address. Should either party terminate this Agreement payment to CONTRACTOR shall be made on the basis of services performed to date of termination. Should the CITY/COUNTY terminate this Agreement prior to June 30th, CONTRACTOR shall paid through June 30th. 7. Default and Remedies. The parties agree each term and condition contained herein is material and of the essence. This Agreement may be terminated by either party immediately should the other party fail to perform in accordance with any term or condition of this Agreement after it fails to cure within ten days written notice. 8. Additional CONTRACTOR Duties. The CONTRACTOR'S duties and responsibilities include the following: a. To furnish all labor, materials, equipment, supplies and incidentals necessary to conduct and complete the CONTRACTOR’S portion of the project as defined in the SCOPE OF WORK b. Prepare and present such information as may be pertinent and necessary, in order for the CITY/COUNTY to pass critical judgment on the features of the work. c. Perform work in accordance with generally accepted standards currently in use with similar type projects. d. Perform professional services in connection with the Scope of Work at a standard of similarly situated professionals in the United States. e. Allow the CITY/COUNTY the right of review and examine the ---PAGE BREAK--- CONTRACTOR'S work and records pertaining to this Project at all times. f. CONTRACTOR shall name Miral Gamradt, as contact person who shall receive and examine the documents supplied by the CITY/COUNTY, act as Project liaison between the CITY/COUNTY and the CONTRACTOR and respond to requests from the CITY/COUNTY in writing to prevent unreasonable delay in the progress of the project. 9. Additional CITY/COUNTY Duties. The CITY/COUNTY duties are set forth as follows: a. Review with the CONTRACTOR all pertinent information as to the CITY/COUNTY requirements for the project. b. CITY/COUNTY shall name Matt Vincent, Chief Executive, as contact person who shall receive and examine the documents supplied by the CONTRACTOR, act as Project liaison between the CITY/COUNTY and the CONTRACTOR and respond to requests from the CONTRACTOR in writing to prevent unreasonable delay in the progress of the project. c. Give prompt written notice to the CONTRACTOR whenever the CITY/COUNTY observes or otherwise becomes aware of a defect in the project or other events which may substantially affect the CONTRACTOR'S performance of services under this Agreement. 10. Laws and Regulations. CONTRACTOR shall comply with all applicable state, federal and local laws and regulations, including, but not limited to, the applicable, Montana laws: a. Montana Labor Preference. CONTRACTOR shall give preference to the employment of bona fide Montana residents in the performance of the work. Section 18-2-403(1), MCA. b. Equal Opportunity. Pursuant to Sections 49-2-303 and 49-3-207, MCA no part of this contract may be performed in a manner which discriminates against any person on the basis of race, color, religion, creed, political ideas, sex, age marital status, physical or mental disability, or national origin by person performing the contract. Any hiring must be on the basis of merit and qualifications directly related to the requirements of the particular position being filled. c. Prevailing Wage Rates. CONTRACTOR must pay the standard prevailing wage rates, including fringe benefits for health and welfare and pension contributions and travel allowance provisions in effect and applicable to Butte-Silver Bow, Montana. Any questions concerning prevailing wages should be directed to the Montana Department of Labor and Industry, Labor Standards Bureau, Capitol Station, Helena, Montana, 59620, Phone: 444-5600. ---PAGE BREAK--- CONTRACTOR shall post in a prominent and accessible site on the project or work area, not later than the first day of work, a legible statement of all wages to be paid to the employees employed on the site or work area. Section 18-2-406, MCA. The current standard prevailing wage rates published by the Montana Department of Labor and Industry for each relevant job classification necessary to complete the Scope of Work are incorporated by reference into this Agreement. d. Safety. CONTRACTOR on behalf of itself and CITY/COUNTY assumes sole responsibility for initiating, maintaining and supervising all safety precautions and programs for all employees, subcontractors and sub-subcontractors in connection with the performance of this Agreement. CONTRACTOR shall ensure that its employees, consultants and sub-contractors are adequately and appropriately trained pursuant to the Montana Safety Culture Act, Title 39, Chapter 71, Part 15 of the Montana Code Annotated. CONTRACTOR shall also comply with the safety rules, codes, and provisions for occupational safety under Title 50, Chapter 71 of the Montana Code Annotated. e. Contractor Registration and Withholding. CONTRACTOR shall register with the Montana Department of Labor and Industry in accordance with 39-9-102. CONTRACTOR acknowledges the requirements of Title 15, Chapter 50, Montana Code Annotated and it, not CITY/COUNTY, will withhold and forward certain portions of gross contract receipts where necessary. f. New Laws and Regulations. If during the term of this Agreement new laws or regulations become applicable, CONTRACTOR shall also comply with them without notice from CITY/COUNTY. 11. Waiver and Indemnification. CONTRACTOR waives any and all claims and recourse against CITY/COUNTY or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of or in any way connected with or incident to the performance of this Agreement except claims arising from the intentional acts or concurrent or sole negligence of CITY/COUNTY or its officers, agents or employees. CONTRACTOR will indemnify, hold harmless, and defend the CITY/COUNTY and its agents, principals, and employees from and against any and all claims, demands, damages, costs, expenses, losses, liability (including liability where activity is inherently or intrinsically dangerous), judgments, defense expenses, and attorney’s fees rising out of or resulting from CONTRACTOR'S wrongful acts, errors, omissions, or negligence, or from Contractor’s failure to comply with the requirements of this Agreement or with all federal, ---PAGE BREAK--- state and local law applicable to the performance of this Agreement. In the event of an action filed against CITY/COUNTY resulting from CONTRACTOR'S performance under this Agreement, CITY/COUNTY may elect to represent itself and incur all costs and expenses of suit. These obligations shall survive termination of this Agreement. 12. Independent Contractor. CONTRACTOR and its consultants and subcontractors shall at all times be considered independent contractors. Notwithstanding its obligation to fulfill the Scope of Work herein, CONTRACTOR and its consultants and subcontractors have been and will continue to be free from control or discretion over the their performance under this Agreement and in fact. CITY/COUNTY will not be responsible for withholding any state or federal taxes or social security, nor will the City-County extend any of the benefits to the CONTRACTOR that it extends to employees. The CONTRACTOR is required to maintain necessary records and withholding. As an independent contractor, CONTRACTOR must provide Workers Compensation for all employees in the amount required by Montana law. A Certificate of Insurance showing compliance with Montana Workers Compensation law (or exemption therefrom) must be supplied to CITY-COUNTY within ten (10) days of executing this Agreement. 13. Attorney's Fees. If it is necessary for either party to bring an action to enforce the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney fees to be set by the appropriate court, including fees of the Butte-Silver Bow County Attorney. 14. Venue. An action to enforce this Agreement shall be brought in the District Court of the first or second Judicial District, Silver Bow County Montana. 15. Notice. All notices and certifications made pursuant to this agreement shall be delivered to the addresses above by certified mail or personal delivery in care of the person set forth in Section 8 or 9 of this Agreement. A party shall give the other notice of any change in address. 16. Interpretation. a. This Agreement shall be governed and interpreted according to the laws of the State of Montana. b. Section headings are for convenience only and are not intended to define or limit any provisions of this Agreement. c. The provisions of this Agreement are independent and severable, and the invalidity, partial invalidity, or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision. ---PAGE BREAK--- d. Both parties having been given an opportunity to have this Agreement reviewed by others, the Rule of Construction providing that the Agreement shall be construed against the drafter will not be used in the interpretation of this Agreement. 17. Time is of the Essence. The time of complying with this Agreement is of the essence and a violation is a material breach. Estimated timeframes are as follows: Line Item Budget (Essentially Complete) – June 15, 2014 Performance Management Budget (Essentially Complete) – July 15, 2014 Capital Improvement Plan (CIP) Completion – August 31, 2014 Staff Training regarding the Budget and CIP – August 31, 2014 CIP will be developed in conjunction with the line item budget CITY/COUNTY may request periodic updates regarding progress performance toward any and all items noted above. CONTRACTOR shall provide requested updates within a reasonable timeframe. This contract will begin March 1, 2014 and conclude on August 31, 2014. 18. Non-Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision. 19. Entire Agreement. This document represents the entire and integrated Agreement between the CITY/COUNTY and CONTRACTOR and supersedes all prior negotiations, agreements or representations, either written or oral. This Agreement may be amended only by written instrument signed by both CITY/COUNTY and CONTRACTOR. 20. Non-Assignment. CITY/COUNTY and CONTRACTOR, respectively, bind themselves, their successors, assigns and legal representatives to the other party with respect to all covenants, terms, or conditions of this Agreement. Neither CITY/COUNTY nor CONTRACTOR shall assign this Agreement without the written consent of the other. 21. Execution of Agreement. Once the parties have entered into this agreement, the Butte-Silver Bow Clerk & Recorder will keep the original Agreement. An exact unaltered copy of the original Agreement has the same force and effect as the original. END OF AGREEMENT-EXCEPT FOR SIGNATURE PAGE ---PAGE BREAK--- IN WITNESS WHEREOF the parties have signed this Agreement for Services consisting of 7 total pages. CONTRACTOR : Miral Gamradt Date MDG Consulting CITY/COUNTY: Matt Vincent Date Chief Executive ATTEST: Sally Hollis Date Clerk & Recorder APPROVED AS TO FORM: Eileen Joyce Date County Attorney