HomeMy WebLinkAbout22- Professional Services Agreement - Baker Tilly - Municipal Advisory Services
Professional Services Agreement for Municipal Advisory
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of ____________, 202__
(“Effective Date”), by and between the CITY OF BOZEMAN, MONTANA, a self-governing
municipal corporation organized and existing under its Charter and the laws of the State of Montana,
121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT
59771, hereinafter referred to as “City,” and, Baker Tilly Municipal Advisors, LLC, a Wisconsin
LLC, hereinafter referred to as “Contractor.” The City and Contractor may be referred to individually
as “Party” and collectively as “Parties.”
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to enter this Agreement with Contractor to perform for City
services described in the Scope of Services attached hereto as Exhibit A and by this reference made
a part hereof.
2. Term/Effective Date: This Agreement is effective upon the Effective Date and will
expire on the _____ day of ______________, 202_, unless earlier terminated in accordance with this
Agreement.
3. Scope of Services: Contractor will perform the work and provide the services in
accordance with the requirements of the Scope of Services. For conflicts between this Agreement and
the Scope of Services, unless specifically provided otherwise, the Agreement governs.
4. Payment: City agrees to pay Contractor the amount specified in the Scope of
Services. Any alteration or deviation from the described services that involves additional costs above
the Agreement amount will be performed by Contractor after written request by the City, and will
become an additional charge over and above the amount listed in the Scope of Services. The City
must agree in writing upon any additional charges.
5. Contractor’s Representations: To induce City to enter into this Agreement,
Contractor makes the following representations:
a. Contractor has familiarized itself with the nature and extent of this Agreement, the
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Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules,
and regulations that in any manner may affect cost, progress or performance of the Scope of Services.
b. Contractor represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform the services in a professional,
competent and timely manner and with diligence and skill; that it has the power to enter into and
perform this Agreement and grant the rights granted in it; and that its performance of this Agreement
shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark,
privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal,
state and municipal laws. The City will not determine or exercise control as to general procedures or
formats necessary to have these services meet this warranty.
6. Independent Contractor Status/Labor Relations: The parties agree that Contractor
is an independent contractor for purposes of this Agreement and is not to be considered an employee
of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s
personnel policies handbook and may not be considered a City employee for workers’ compensation
or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in
any dealings between Contractor and any third parties. Though the services may include Contractor’s
advice or recommendations, all decisions regarding the implementation of such advice or
recommendations shall be the responsibility of, and made by, the City.
Contractor shall comply with the applicable requirements of the Workers’ Compensation Act,
Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of
Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’ compensation coverage for
all members and employees of Contractor’s business, except for those members who are exempted
by law.
Contractor shall furnish the City with copies showing one of the following: (1) an insurance
certificate for workers’ compensation coverage by an insurer licensed and authorized to provide
workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’
compensation granted by law for independent contractors.
In the event that, during the term of this Agreement, any labor problems or disputes of any
type arise or materialize which in turn cause any services to cease for any period of time, Contractor
specifically agrees to take immediate steps, at its own expense and without expectation of
reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific
steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that
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Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief
to the City so as to permit the services to continue at no additional cost to City.
Contractor shall indemnify, defend, and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in
connection with any labor problems or disputes or any delays or stoppages of work associated with
such problems or disputes.
7. Indemnity/Waiver of Claims and Limitation on Damages/Insurance:
For the professional services rendered, to the fullest extent permitted by law, Contractor
agrees to indemnify and hold the City harmless against third party claims, demands, suits, damages,
losses, and expenses, including reasonable defense attorney fees, to the extent such third party claim
is finally determined to be caused by the gross negligence or intentional misconduct of the Contractor
or Contractor’s agents or employees. Notwithstanding the foregoing, City hereby releases Contractor,
its subsidiaries and their present or former partners, principals, employees, officers and agents from,
and acknowledges that such parties shall not be required to indemnify City against, any costs, fees,
expenses, damages and liabilities (including attorneys’ fees and all defense costs) relating to or arising
as a result of the acts or omissions of City. Furthermore, because of the importance of the information
that City provides to Contractor with respect to Contractor’s ability to perform the services, City
hereby releases Contractor and its present and former partners, principals, agents and employees from
any liability, damages, fees, expenses and costs, including attorney's fees, relating to the services that
arise from or relate to any information, including representations by management, provided by City,
its personnel or agents, that is not complete, accurate or current.
Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations
of indemnity that would otherwise exist. The indemnification obligations of this Section must not be
construed to negate, abridge, or reduce any common-law or statutory rights of the City as
indemnitee(s) which would otherwise exist as to such indemnitee(s).
Contractor’s indemnity under this Section shall be without regard to and without any right to
contribution from any insurance maintained by City.
Should the City be required to bring an action against the Contractor to assert its right to
defense or indemnification under this Agreement or under the Contractor’s applicable insurance
policies required below, the City shall be entitled to recover reasonable costs and attorney fees
incurred in asserting its right to indemnification or defense but only if a court of competent
jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to
indemnify the City for a claim(s) or any portion(s) thereof.
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In the event of an action filed against the City resulting from the City’s performance under
this Agreement, the City may elect to represent itself and incur all costs and expenses of suit.
Contractor also waives any and all claims and recourse against the City, 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 “responsibility for [City’s]
own fraud, for willful injury to the person or property of another, or for violation of law, whether
willful or negligent” as per 28-2-702, MCA.
To the extent allowed under applicable law, the aggregate liability (including attorney’s fees
and all other costs) of either party and its present or former partners, principals, agents or employees
to the other party related to the services performed under this Agreement shall not exceed the fees
paid to Contractor under this Agreement to which the claim relates, except to the extent finally
determined to have resulted from the gross negligence, willful misconduct or fraudulent behavior of
the at-fault party. Additionally, in no event shall either party be liable for any lost profits, lost business
opportunity, lost data, consequential, special, incidental, exemplary or punitive damages, delays or
interruptions arising out of or related to this Agreement even if the other party has been advised of
the possibility of such damages.
Each party recognizes and agrees that the warranty disclaimers and liability and remedy
limitations in this Agreement are material bargained for bases of this Agreement and that they have
been taken into account and reflected in determining the consideration to be given by each party under
this Agreement and in the decision by each party to enter into this Agreement. The terms of this
section shall apply regardless of the nature of any claim asserted (including, but not limited to,
contract, tort or any form of negligence, whether of City, Contractor or others), but these terms shall
not apply to the extent finally determined to be contrary to the applicable law or regulation. These
terms shall also continue to apply after any termination of this Agreement.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above, Contractor shall at Contractor’s expense secure
insurance coverage through an insurance company or companies duly licensed and authorized to
conduct insurance business in Montana which insures the liabilities and obligations specifically
assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion
for liabilities specifically assumed by the Contractor in this Section.
The insurance shall cover and apply to all claims, demands, suits, damages, losses, and
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expenses that may be asserted or claimed against, recovered from, or suffered by the City without
limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall
furnish to the City an accompanying certificate of insurance and accompanying endorsements in
amounts not less than as follows:
Workers’ Compensation – statutory;
Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
Automobile Liability - $1,000,000 combined single limitproperty damage/bodily
injury ; and
Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. The City shall be endorsed as an
additional or named insured on a primary non-contributory basis on the Commercial General,
Employer’s Liability, and Automobile Liability policies. The insurance and required endorsements
must be in a form suitable to City and Contractor shall provide a thirty (30) day notice of cancellation
or non-renewal. Contractor shall notify City within five (5) business days of Contractor’s receipt of
notice that any required insurance coverage will be terminated or Contractor’s decision to terminate
any required insurance coverage for any reason.
The City must approve all insurance coverage and endorsements prior to the Contractor
commencing work.
8. Termination for Contractor’s Fault:
a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails
to perform any of its obligations under this Agreement, or otherwise breaches any terms or
conditions of this Agreement, the City may, by written notice, terminate this Agreement and
the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due
to Contractor’s Fault”). The City may then take over the work and complete it, either with its
own resources or by re-letting the contract to any other third party.
b. In the event of a termination pursuant to this Section 8, Contractor shall be
entitled to payment only for those services Contractor actually rendered.
c. Any termination provided for by this Section 8 shall be in addition to any other
remedies to which the City may be entitled under the law or at equity.
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d. In the event of termination under this Section 8, Contractor shall, under no
circumstances, be entitled to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature arising, or claimed to have arisen, as a result of the termination.
9. Termination for City’s Convenience:
a. Should conditions arise which, in the sole opinion and discretion of the City,
make it advisable to the City to cease performance under this Agreement, the City may
terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s
Convenience”). The termination shall be effective in the manner specified in the Notice of
Termination for City’s Convenience and shall be without prejudice to any claims that the City
may otherwise have against Contractor.
b. Upon receipt of the Notice of Termination for City’s Convenience, unless
otherwise directed in the Notice, the Contractor shall immediately cease performance under
this Agreement and make every reasonable effort to refrain from continuing work, incurring
additional expenses or costs under this Agreement and shall immediately cancel all existing
orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as
may be necessary to preserve, protect, and maintain work already completed or immediately
in progress.
c. In the event of a termination pursuant to this Section 9, Contractor is entitled
to payment only for those services Contractor actually rendered on or before the receipt of the
Notice of Termination for City’s Convenience.
d. The compensation described in Section 9(c) is the sole compensation due to
Contractor for its performance of this Agreement. Contractor shall, under no circumstances,
be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost
productivity, field office overhead, general conditions costs, or lost profits damages of any
nature arising, or claimed to have arisen, as a result of the termination.
10. Limitation on Contractor’s Damages; Time for Asserting Claim:
a. In the event of a claim for damages by Contractor under this Agreement,
Contractor’s damages shall be limited to contract damages and Contractor hereby expressly
waives any right to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature or kind.
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b. In the event Contractor wants to assert a claim for damages of any kind or
nature, Contractor shall provide City with written notice of its claim, the facts and
circumstances surrounding and giving rise to the claim, and the total amount of damages
sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the
claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights
to assert such claim.
11. Representatives and Notices:
a. City’s Representative: The City’s Representative for the purpose of this
Agreement shall be Melissa Hodnett or such other individual as City shall designate in writing.
Whenever approval or authorization from or communication or submission to City is required
by this Agreement, such communication or submission shall be directed to the City’s
Representative and approvals or authorizations shall be issued only by such Representative;
provided, however, that in exigent circumstances when City’s Representative is not available,
Contractor may direct its communication or submission to other designated City personnel or
agents as designated by the City in writing and may receive approvals or authorization from
such persons.
b. Contractor’s Representative: The Contractor’s Representative for the
purpose of this Agreement shall be Brad Elmer or such other individual as Contractor shall
designate in writing. Whenever direction to or communication with Contractor is required by
this Agreement, such direction or communication shall be directed to Contractor’s
Representative; provided, however, that in exigent circumstances when Contractor’s
Representative is not available, City may direct its direction or communication to other
designated Contractor personnel or agents.
c. Notices: All notices required by this Agreement shall be in writing and
shall be provided to the Representatives named in this Section. Notices shall be deemed given
when delivered, if delivered by courier to Party’s address shown above during normal business
hours of the recipient; or when sent, if sent by email or fax (with a successful transmission
report) to the email address or fax number provided by the Party’s Representative; or on the
fifth business day following mailing, if mailed by ordinary mail to the address shown above,
postage prepaid.
12. Permits: Contractor shall provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman
business license, and inspections from applicable governmental authorities, and pay all fees and
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charges in connection therewith.
13 Laws and Regulations: Contractor shall comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to, all workers’
compensation laws, all environmental laws including, but not limited to, the generation and disposal
of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and
provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and
State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination,
affirmative action, and utilization of minority and small business statutes and regulations.
14. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by
Contractor of persons performing this Agreement shall be on the basis of merit and qualifications.
The Contractor will have a policy to provide equal employment opportunity in accordance with all
applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will
not refuse employment to a person, bar a person from employment, or discriminate against a person
in compensation or in a term, condition, or privilege of employment because of race, color, religion,
creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation,
gender identity, physical or mental disability, except when the reasonable demands of the position
require an age, physical or mental disability, marital status or sex distinction. The Contractor shall
be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United
States Code, and all regulations promulgated thereunder.
Contractor represents it is, and for the term of this Agreement will be, in compliance with the
requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act).
Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has
been found guilty of within 60 days of such finding for violations occurring during the term of this
Agreement.
Contractor shall require these nondiscrimination terms of its subcontractors providing services
under this Agreement.
15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor
shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs,
by any employee or agent engaged in services to the City under this Agreement while on City property
or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of
and shall comply with its responsibilities and obligations under the U.S. Department of Transportation
(DOT) regulations governing anti-drug and alcohol misuse prevention plans. City shall have the right
to request proof of such compliance and Contractor shall be obligated to furnish such proof.
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The Contractor shall be responsible for instructing and training the Contractor's employees
and agents in proper and specified work methods and procedures. The Contractor shall provide
continuous inspection and supervision of the work performed. The Contractor is responsible for
instructing its employees and agents in safe work practices.
16. Modification and Assignability: This Agreement may not be enlarged, modified or
altered except by written agreement signed by both parties hereto. The Contractor may not
subcontract or assign Contractor’s rights, including the right to compensation or duties arising
hereunder, without the prior written consent of the City. Any subcontractor or assignee will be bound
by all of the terms and conditions of this Agreement.
17. Reports/Accountability/Public Information: Contractor agrees to develop and/or
provide documentation as requested by the City demonstrating Contractor’s compliance with the
requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Contractor pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
Contractor shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
18. Non-Waiver: A waiver by either party of any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other party’s right to enforce such term
or conditions or to pursue any available legal or equitable rights in the event of any subsequent default
or breach.
19. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to
retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice
required herein, then the prevailing Party or the Party giving notice shall be entitled to seek reasonable
attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City
Attorney’s Office staff.
20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
21. Dispute Resolution:
a. Any claim, controversy, or dispute between the parties, their agents,
employees, or representatives shall be resolved first by negotiation between senior-level
personnel from each party duly authorized to execute settlement agreements. Upon mutual
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agreement of the parties, the parties may invite an independent, disinterested mediator to assist
in the negotiated settlement discussions.
b. If the parties are unable to resolve the dispute within thirty (30) days from the
date the dispute was first raised, then such dispute may only be resolved in a court of
competent jurisdiction in compliance with the Applicable Law provisions of this Agreement.
22. Survival: Contractor’s indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
23. Headings: The headings used in this Agreement are for convenience only and are not
be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to
which they refer.
24. Severability: If any portion of this Agreement is held to be void or unenforceable, the
balance thereof shall continue in effect.
25. Applicable Law: The parties agree that this Agreement is governed in all respects by
the laws of the State of Montana.
26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the parties.
27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or
enforced by a third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained herein or made a part thereof
by reference, are not binding upon the parties. There are no understandings between the parties other
than as set forth in this Agreement. All communications, either verbal or written, made prior to the
date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this
Agreement by reference.
30. Consent to Electronic Signatures: The Parties have consented to execute this
Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act,
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Title 30, Chapter 18, Part 1, MCA.
31. Extensions: this Agreement may, upon mutual agreement, be extended for a period
of one year by written agreement of the Parties. In no case, however, may this Agreement run longer
than __________________________.
32. Ownership of Deliverables: Subject to Contractor’s rights in Contractor’s Knowledge
(as defined below) or unless otherwise set forth to the contrary in an applicable statement of work, the
Contractor shall deliver, assign, transfer and convey to City all rights including, but not limited to,
intellectual property rights (patents, trademarks, copyrights, and trade secrets) title, and interest to all
documents, data, materials, programming, processes, studies, reports, surveys, proposals, plans, codes,
scientific information, technological information, regulations, maps, equipment, charts, schedules,
photographs, exhibits, software, software source code, documentation, services furnished hereunder,
and other materials and property prepared, provided or developed under this Agreement
("Deliverables").
Notwithstanding the foregoing, Contractor will maintain all ownership right, title and interest
to all of Contractor’s Knowledge. For purposes of this Agreement “Contractor’s Knowledge” means
Contractor’s proprietary programs, modules, products, inventions, designs, data, or other information,
including all copyright, patent, trademark and other intellectual property rights related thereto, that are
(1) owned or developed by Contractor prior to the Effective Date of this Agreement (“Contractor’s
Preexisting Knowledge”) (2) developed or obtained by Contractor after the Effective Date, including
during the course of providing services under this Agreement, but: (i) which are developed or obtained
without using City’s confidential information, or (ii) which City has not paid for such development; and
(3) extensions, enhancements, or modifications of Contractor’s Preexisting Knowledge which do not
include or incorporate City’s confidential information. To the extent that any Contractor Knowledge is
incorporated into the Deliverables, Contractor grants to City a non-exclusive, paid up, perpetual royalty-
free worldwide license to use such Contractor Knowledge in connection with the Deliverables, and for
no other purpose without the prior written consent of Contractor.
32. Data Privacy and Security: To the extent the services require Contractor to receive
personal data or personal information from City, Contractor may process any personal data or personal
information, as those terms are defined in applicable privacy laws, in accordance with the requirements
of the applicable privacy law relevant to the processing in providing Services hereunder. Applicable
privacy laws may include any local, state, federal or international laws, standards, guidelines, policies
or regulations governing the collection, use, disclosure, sharing or other processing of personal data or
personal information with which Contractor or its clients must comply. Such privacy laws may include
(i) the EU General Data Protection Regulation 2016/679 (GDPR); (ii) the California Consumer Privacy
Act of 2018 (CCPA); and/or (iii) other laws regulating marketing communications, requiring security
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breach notification, imposing minimum security requirements, requiring the secure disposal of records,
and other similar requirements applicable to the processing of personal data or personal information.
Contractor is acting as a Service Provider/Data Processor in relation to City personal data and personal
information, as those terms are defined respectively under the CCPA/GDPR. City is responsible for
notifying Contractor of any data privacy laws the data provided to Contractor is subject to and City
represents and warrants it has all necessary authority (including any legally required consent from data
subjects) to transfer such information and authorize Contractor to process such information in
connection with the services described herein. City agrees that Contractor has the right to generate
aggregated/de-identified data from the accounting and financial data provided by City to be used for
Contractor business purposes and with the outputs owned by Contractor. For clarity, Contractor will
only disclose aggregated/de-identified data in a form that does not identify City, City’s employees, or
any other individual or business entity and that is stripped of all persistent identifiers. City is not
responsible for Contractor’s use of aggregated/de-identified data.
Contractor has established information security related operational requirements that support
the achievement of its information security commitments, relevant information security related laws
and regulations, and other information security related system requirements. Such requirements are
communicated in Contractor’s policies and procedures, system design documentation, and contracts
with customers. Information security policies have been implemented that define Contractor's approach
to how systems and data are protected. City is responsible for providing timely written notification to
Contractor of any additions, changes or removals of access for City personnel to Contractor provided
systems or applications. If City becomes aware of any known or suspected information security or
privacy related incidents or breaches related to this Agreement, City should timely notify Contractor
via email at dataprotectionofficer@bakertilly.com.
33. Contractor Entity: Baker Tilly US, LLP is an independent member of Baker Tilly
International. Baker Tilly International Limited is an English company. Baker Tilly International
provides no professional services to clients. Each member firm is a separate and independent legal entity
and each describes itself as such. Baker Tilly US, LLP is not Baker Tilly International’s agent and does
not have the authority to bind Baker Tilly International or act on Baker Tilly International’s behalf.
None of Baker Tilly International, Baker Tilly US, LLP, nor any of the other member firms of Baker
Tilly International has any liability for each other’s acts or omissions. The name Baker Tilly and its
associated logo is used under license from Baker Tilly International Limited.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written or as recorded in an electronic signature.
CITY OF BOZEMAN, MONTANA ____________________________________
CONTRACTOR (Type Name Above)
By________________________________ By__________________________________
Jeff Mihelich, City Manager
Print Name:Tom Kaleko
Print Title: Principal_________________
APPROVED AS TO FORM:
By_______________________________
Greg Sullivan, Bozeman City Attorney
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Baker Tilly Municipal Advisors
EXHIBIT A to
Professional Services Agreement dated: , 20__
Between the City of Bozeman, MT and
Baker Tilly US, LLP
(Scopev20201214) Page SA - 1 | 4
RE: Municipal Advisory Services
Debt Issuance, Arbitrage, and Continuing Disclosure
DATE: October 24, 2022
This Scope Appendix is attached by reference to the above named engagement letter (the “Engagement Letter”)
between the City of Bozeman, Montana (the “Client”) and Baker Tilly US, LLP and relates to services to be provided
by Baker Tilly Municipal Advisors, LLC.
SCOPE OF WORK
Baker Tilly Municipal Advisors, LLC (“BTMA”) will perform the following services:
A. General Municipal Advisory Services
Unless otherwise agreed to by the parties, in connection with any request for services relative to any financial
topic, new project concept planning or other financially related topic or project (each referred to herein as a
“Project”), BTMA shall perform the following services, as applicable:
1. Provide general financial advice relative to a Project.
2. Survey the resources available to determine the financial feasibility of a Project.
3. Assist in the development of a plan including alternative approaches for a particular Project that may be
available and appropriate for such Project.
4. Assist the Client in selecting an approach for a Project.
5. Advise the Client generally on current market conditions, financial impacts of federal, state or other laws,
and other general information and economic data that might be relevant to a Project.
6. Assist Client, as requested, in identifying other professional services that may be necessary to a Project.
7. Assist Client in coordinating the activities of the working group for a Project as needed.
8. Assist with the review of documents provided that are relevant to the development of a plan and alternative
approaches for a Project.
9. Assist the Client with other components of a Project as requested and agreed upon.
B. Securities Issuance
Unless otherwise agreed to by the parties, in connection with any request for services relative to any debt
issuance including modifying or refunding of a prior issuance or other financings (each referred to herein as a
“Transaction”), BTMA shall perform the following services, as applicable:
1. Develop a preliminary estimate of project costs and provide a financial feasibility to assist the Client in its
determination of what type of financing is most suitable to meet the needs of the Client for the particular
issuance (“Debt Obligation”).
2. Assist the Client in determination of an appropriate method of sale for the Debt Obligation (e.g. competitive,
negotiated, private placement.)
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3. Provide for the Client’s consideration an amount, the security, maturity structure, call provisions, estimated
pricing, and other terms and conditions of the Debt Obligation.
4. Advise the Client on current market conditions, financial impacts of federal, state or other laws, and other
general information and economic data that might normally be expected to influence the ability to borrow
or interest rates of the Debt Obligation.
5. Assist the Client in the analysis of advisability of securing a credit rating, and the selection of a credit rating
firm or firms for the Debt Obligation and further assist in the development and presentation of information
to obtain a credit rating or credit ratings for the Debt Obligation.
6. Assist the Client in the analysis of utilizing credit enhancement and provide assistance in seeking such
credit enhancement if such credit enhancements would be advantageous to the Client.
7. Assist Client in coordinating the financing activities between various parties to any Transaction as needed.
8. Assist Client in identifying other professional services that may be necessary for the issuance or post-
issuance requirements of the Debt Obligation.
9. Assist the Client in connection with the preparation, composition, review and distribution of an offering
document (e.g. Preliminary and Final Official Statement, Offering Circular, Term Sheet, or Private
Placement Memorandum, as applicable) of the type and nature generally prepared in connection with the
sale of municipal securities, which will disclose technical data, information and schedules relating to the
Client, the project and the Debt Obligation.
10. Provide relevant information for and assist with the review of other primary financing documents, including
but not limited to the relevant governing body issuance resolutions/ordinances, bond purchase agreement,
and official notice of sale.
11. Communicate with potential underwriters or investors, as appropriate to any Transaction, to ensure that
each is furnished with information the Client has deemed to be material in order to render an independent,
informed purchase or investment decision concerning the Client’s proposed financing.
12. Facilitate the sale of Debt Obligations through receipt and analysis of bids in a competitive sale or analysis
of pricing and terms offered by an underwriter or purchaser in a negotiated or private placement sale.
13. Coordinate with the proper parties to ensure the efficient delivery of the Debt Obligations to the applicable
purchaser and receipt of proceeds.
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Professional Services Agreement dated: , 20__
Between the City of Bozeman, MT and
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COMPENSATION AND INVOICING
A. Compensation for Services Relating to Client’s Debt Obligations
1. Fees for Services
2. Billing: The Client will be billed at the financial closing of the transaction. In the event the Client
stops the transaction prior to execution, they will be billed for the time and expense incurred at
the time of the stoppage.
3. The Client shall be responsible for issuance expenses including, without exclusion of other
expenses: (i) posting and distributing the Official Statement, (ii) legal fees, (iii) printing, (iv)
delivery and settlement, (v) travel, (vi) rating fees, (vii) out-of-pocket Debt Obligation related
expenses, and (viii) governmental and governmental agency fees and charges
B. Hourly Rates for added services and Non-Debt Issuance Related Services
Title 2022 Hourly Rate
Partners / Principals/ Directors $330 - $525
Managers $220 - $325
Consultants $150 - $250
Support, Municipal Bond Disclosure Specialists $110 - $220
Interns $110 - $135
Billing rates are subject to change periodically due to changing requirements and economic conditions. The
fees billed will be the fees in place at the time services are provided. Actual fees will be based upon
experience of the staff assigned and the complexity of the engagement.
Nonattest Services
As part of this engagement, we will perform certain nonattest services. For purposes of the Engagement Letter and
this Scope Appendix, nonattest services include services that the Government Auditing Standards refers to as
nonaudit services.
We will not perform any management functions or make management decisions on your behalf with respect to any
nonattest services we provide.
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Professional Services Agreement dated: , 20__
Between the City of Bozeman, MT and
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In connection with our performance of any nonattest services, you agree that you will:
Continue to make all management decisions and perform all management functions, including approving
all journal entries and general ledger classifications when they are submitted to you.
Designate an employee with suitable skill, knowledge, and/or experience, preferably within senior
management, to oversee the services we perform.
Evaluate the adequacy and results of the nonattest services we perform.
Accept responsibility for the results of our nonattest services.
Establish and maintain internal controls, including monitoring ongoing activities related to the nonattest
function.
Conflicts of Interest
Attachment A to the Engagement Letter contains important disclosure information that is applicable to this Scope
Appendix.
We are unaware of any additional conflicts of interest related to this Scope Appendix that exist at this time.
Termination
Notwithstanding termination provisions contained in the Engagement Letter, this Scope Appendix is intended to be
ongoing and applicable individually to specific services including financings, arbitrage computations, and/or
continuing disclosure engagement, (“Sub-engagements”) as if they are the sole subject of the Scope Appendix. As
such, termination may occur for a specific Sub-engagement without terminating the Scope Appendix itself. On
termination of a Sub-engagement or the Scope Appendix, all fees and charges incurred prior to termination shall
be paid promptly. Unless otherwise agreed to by the Client and Baker Tilly, the scope of services provided in a Sub-
engagement performed under this Scope Appendix will terminate 60 days after completion of the services for such
Sub-engagement.
If this Scope Appendix is acceptable, please sign below and return one copy to us for our files. We look forward to
working with you on this important project.
Signature Section:
The services and terms as set forth in this Scope Appendix are agreed to on behalf of the Client by:
Name: _______________________________
Title: _______________________________
Date: _______________________________
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