Marshall Mountain Park - Professional Services Contract - SEG - EXECUTED
Marshall Mountain Park - Professional Services Contract - SEG - EXECUTED
Marshall Mountain Park - Professional Services Contract - SEG - EXECUTED
THIS AGREEMENT is made and entered into this 18th day of February, 2022, by and
between the CITY OF MISSOULA, MONTANA, a municipal corporation organized and
existing under the laws of the State of Montana, 435 Ryman St., Missoula, MT 59802, referred to
here as “City,” and Sno.Engineering, Inc. d/b/a SE Group, PO Box 2729, 323 W. Main Street,
Suite 202, Frisco, Colorado 80443, hereinafter referred to as “Consultant.”
RECITALS
WHEREAS, the City desires to utilize Consultant to furnish independent master planning
and financial analysis services in connection with the Marshall Mountain Park Project; and
WHEREAS, Consultant has represented to the City that Consultant has the necessary
expertise to furnish said services and has available to Consultant the necessary staff and resources
to perform the independent services in a timely manner consistent with the nature of the project.
1. Purpose: City desires to have Consultant perform professional services for the master
planning and financial analysis of Marshall Mountain Park.
2. Effective Date and Term: This Agreement is effective upon the date of its execution by
both parties and will terminate on the 31 day of December, 2022, or upon 30 days’ notice by the
City to Consultant of its desire to terminate the Agreement by giving such notice to Consultant’s
designated liaison identified below. The Term of this Agreement may be extended by mutual
agreement of the parties by executing an amendment to this Agreement in writing.
3. Scope of Work:
a. Consultant will perform the work and provide the services in accordance with the
requirements of the Scope of Services attached here to as Exhibit A; and
4. Payment:
a. City agrees to pay Consultant an amount not to exceed One-Hundred Thirty Thousand
Dollars ($130,000) for services outlined in Exhibit A in accordance with the terms and
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conditions laid out in Exhibit B – Compensation, and Consultant shall be compensated for
additional services authorized pursuant to Section 3.b. above, which have not been
identified at the time of executing this Agreement as more particularly described in a fully
approved and executed addendum to this Agreement. Payment for work beyond that
described in Exhibit A or as contained in a fully approved and executed addendum to this
Agreement is expressly denied without prior written authorization from City. Such
authorization must include signature of the Mayor.
b. Consultant shall submit monthly statements for basic and additional services rendered.
City shall pay Consultant within 30 days of receipt of an itemized invoice for the services
rendered or shall notify Consultant of any dispute by City concerning the performance of
any services and the basis therefore and shall pay Consultant within thirty days for the
services not in dispute. If any items are disputed by City, Consultant and representatives
of City shall meet and confer regarding the disputed items within ten business days after
City notifies Consultant of the services in dispute. City shall pay for any disputed
services for which the dispute has been resolved to the satisfaction of the City within
thirty days after such resolution.
Consultant shall comply with the applicable requirements of the Workers’ Compensation Act,
Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71,
MCA. Consultant shall maintain workers’ compensation coverage for all members and
employees of Consultant’s business, except for those members who are exempted by law.
Consultant shall furnish the City with copies showing one of the following: (1) a binder 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.
6. Indemnity and Insurance: For other than professional services rendered, to the fullest
extent permitted by law, Consultant agrees to defend, indemnify, and hold the City harmless
against claims, demands, suits, damages, losses, and expenses connected therewith that may be
asserted or claimed against, recovered from or suffered by the City by reason of any injury or
loss, including but not limited to, personal injury, including bodily injury or death, property
damage, occasioned by, growing out of, or in any way arising or resulting from any intentional
or negligent act on the part of Consultant or Consultant’s agents or employees.
For the professional services rendered, to the fullest extent permitted by law, Consultant agrees
to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
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expenses, including reasonable defense attorney fees, to the extent caused by the negligence or
willful misconduct of the Consultant or Consultant’s agents or employees.
For this purpose, Consultant shall provide City with proof of Consultant’s liability insurance
issued by a reliable company or companies for personal injury and property damage in amounts
not less than as follows:
• Workers’ Compensation—statutory
• Commercial General Liability—$1,000,000 per occurrence; $2,000,000 annual aggregate
• Automobile Liability—$1,000,000 property damage/bodily injury; $2,000,000 annual
aggregate
• Professional Errors and Omissions Liability—$1,000,000 per claim; $2,000,000 annual
aggregate
City shall be included or named as an additional or named insured on the Commercial General
and Automobile Liability policies. The insurance must be in a form suitable to City.
7. Professional Service: Consultant agrees that all services and work performed under this
agreement will be accomplished in a professional manner, in accordance with the accepted
standards of Consultant’s profession.
8. Compliance with Laws: Consultant agrees to comply with all federal, state and local
laws, ordinances, rules and regulations.
9. Nondiscrimination and Affirmative Action: Consultant agrees and shall comply with the
following Non-Discrimination and Affirmative Action policies:
NON-DISCRIMINATION. All hiring shall be on the basis of merit and qualification and
there shall be no discrimination in employment on the basis of race, ancestry, color, physical or
mental disability, religion, national origin, sex, age, marital or familial status, creed, ex-
offender status, physical condition, political belief, public assistance status, sexual orientation,
or gender identity/expression, except where these criteria are reasonable bona fide occupational
qualifications.
The Mayor of the City of Missoula or the Mayor’s designee may adopt an affirmative action
plan to provide all persons equal opportunity for employment without regard to race, ancestry,
color, handicap, religion, creed, national origin, sex, age, sexual orientation, gender identity or
expression, or marital status. In keeping with this commitment, we are assigning to all
department heads and their staff the responsibility to actively facilitate equal employment
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opportunity for all present employees, applicants, and trainees. This responsibility shall include
assurance that employment decisions are based on furthering the principle of equal employment
opportunity by imposing only valid requirements for employment and assuring that all human
resource actions are administered on the basis of job necessity.
Specific responsibility for developing, implementing, monitoring and reporting are assigned to
the City Personnel staff under the supervision and direction of the Chief Administrative Officer
and the Mayor.
It is the policy of the City of Missoula to eliminate any practice or procedure that discriminates
illegally or has an adverse impact on an “affected” class. Equal opportunity shall be provided
for all City employees during their terms of employment. All applicants for City employment
shall be employed on the basis of their qualifications and abilities.
The City of Missoula, where practical, shall utilize minority owned enterprises and shall ensure
that subcontractors and vendors comply with this policy. Failure of subcontractors and vendors
to comply with this policy statement shall jeopardize initial, continued, or renewed funds.
Our commitment is intended to promote equal opportunity in all employment practices and
provide a positive program of affirmative action for the City of Missoula, its employees,
program participants, trainees and applicants.
10. Default and Termination: If either party fails to comply with any condition of this
agreement at the time or in the manner provided for, the other party, at its option, may terminate
this agreement and be released from all obligations if the default is not cured within ten (10) days
after written notice is provided to the defaulting party. Said notice shall set forth the items to be
cured. Additionally, the non-defaulting party may bring suit for damages, specific performance,
and any other remedy provided by law. These remedies are cumulative and not exclusive. Use of
one remedy does not preclude use of the others. Notices shall be provided in writing and hand-
delivered or mailed to the parties at the addresses set forth in the first paragraph of this
agreement.
11. Modification and Assignability: This document contains the entire agreement between
the parties and no statements, promises or inducements made by either party or agents of either
party, which are not contained in this written agreement, may be considered valid or binding.
This agreement may not be enlarged, modified or altered except by written amendment signed by
both parties hereto. The Consultant may not subcontract or assign Consultant’s rights, including
the right to compensation or duties arising under this agreement, without the prior written
consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions
of this agreement.
12. Ownership and Publication of Materials: All reports, information, data, and other
materials prepared by the Consultant pursuant to this agreement are the property of the City. The
City has the exclusive and unrestricted authority to release, publish or otherwise use, in whole or
part, information relating thereto. Any re-use without written verification or adaptation by the
Consultant for the specific purpose intended will be at the City’s sole risk and without liability or
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legal exposure to the Consultant. No material produced in whole or in part under this agreement
may be copyrighted or patented in the United States or in any other country without the prior
written approval of the City.
13. Liaison: designated liaison with Consultant is Ellie Wachtel, and Consultant’s
designated liaison with City is Nathan McLeod.
14. Previous Agreements: This Agreement constitutes the entire understanding of the
parties and is intended as a final expression of their agreement and a complete statement of the
terms thereof. There are no promises, terms, conditions, or obligations, other than contained
herein. This Agreement shall supersede all previous communications, representations, or
agreements, either oral or written, between the parties.
15. Applicability: This agreement and any extensions of it shall be governed and construed
in accordance with the laws of the State of Montana.
WITNESS, the parties here have executed this instrument the day and year first above written.
CONSULTANT: CITY:
Sno.Engineering, Inc. d/b/a SE Group City of Missoula, Montana
______________________________________ _____________________________
Mark D. Kane, Director John Engen
________________________________ _________________________________
Martha L. Rehbein, CMC, City Clerk Jim Nugent, City Attorney
(SEAL)
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EXHIBIT A
MARSHALL MOUNTAIN PARK PROJECT
SCOPE OF WORK
PART I – BASE CONTRACT
Phase 1: Assessment
Phase 1 lays the groundwork for this process, establishing our understanding of the site, baseline conditions,
existing infrastructure, and the market opportunity. These assessments will also ground the visioning in important
realities, the condition of existing infrastructure, climate change, and natural resources that must be balanced with
recreational development. In this phase, we will document known issues, identify lingering unknowns, establish
high level costs for necessary rehabilitation projects, and outline further studies and assessments beyond the
scope of this plan that may be necessary as the project moves ahead. The most critical objective for this phase is to
identify critical path issues that can materially drive or shape the development of a new recreational program. As
such, while the assessment will be comprehensive, it will also rely largely on available public information and
professional judgement based on the site visit.
Two rounds of stakeholder meetings are included in this phase, with stakeholder interviews occurring as part of
the assessment process and a group meeting during the site visit.
1. Initial Kickoff
We would virtually meet with the City and primary partners to launch the process. During this meeting we would
discuss scope, timelines, project coordination plan and messaging, data needs, stakeholders, and any recent
developments we need to be aware of.
2. Mapping
We understand the City has conducted significant mapping work for Marshall Mountain. We would establish a
OneDrive file for the City to share these maps and shapefiles (trails, lifts, property boundaries, collected resource
data, elevation data, logging routes, culverts, utilities) and would develop new maps as necessary for master
planning. We would pull available data for the Jacobs parcel but understand the data for that land may not be as
complete.
3. Building Assessment
We will follow up on the previously completed building inspections with a structural, MEP (mechanical, electrical
and plumbing), and architectural assessment of the Saloon Lodge building and each out-building. This will also
include coordination with the SHPO to understand historic resources. The review of the main lodge building will be
higher level. We will provide a narrative of existing conditions and potential upgrades or deferred maintenance.
4. Utilities Assessment
We will assess the condition and capacity of existing site utilities and infrastructure through research from
available site documentation and utility bills. We will conduct our assessment with an eye towards future demands
as a recreation area, including three-phased power to operate lifts. We will visit the site to review existing
infrastructure where possible and will provide a narrative of existing conditions and potential upgrades or deferred
maintenance concerns.
5. Site Assessment
We will analyze the slope, aspect, vegetation, and soils of the site to understand the feasibility of development for
buildings, different types of recreational activities, and infrastructure. This assessment will also look at available
parking and visitor circulation through the property. We will also review existing stormwater flows within the
property and assess site drainage and runoff conditions from parking areas, ski trails and other developed areas
within the property. We would review data from the Montana Cultural Resource Database and reach out to SHPO
about cultural and historical resources as part of this task. Given that this assessment needs to be conducted
during the winter/spring months to stick with the project timeline, the work will rely on best available mapping
and site documentation information, and observations from additional site visits by the engineering team.
We will analyze the existing recreational infrastructure, offering, and use of the area. We will look at the condition
of the lifts and other facilities. We will review the existing trail network and the experience provided by the trails
(i.e., range of difficulty levels, trail characters) and the draft trail alignments prepared by MTB Missoula. We will
meet with representatives of MTB Missoula and the City Parks and Recreation to gather available data and
understand existing use of the area, maintenance requirements, conflicts among user groups, visitation levels and
patterns, and gaps in the existing offering or connectivity for mountain bikers and other users. We will also review
historical information on Marshall Mountain’s operation as a ski area. This assessment will be a combination of
desktop analysis and on-site assessment during the site visit. This assessment will also consider the suitability of
the area for hosting events and programming.
We will review existing zoning and planning from the City of Missoula and Missoula County, the terms of the Five
Valley Land Trust and Izzy Dog ownership, and management prescriptions of the adjacent Lolo National Forest and
the ski area special use permit. We will work from the information that has already been pulled by the City of
Missoula. Implications for allowable uses and development on the property will be summarized. We will also meet
with a representative from the Lolo National Forest to discuss the project, the special use permit, resource
concerns, and potential connectivity to opportunities on the National Forest. A site survey is not included under
this base contract.
It is imperative that this plan respond to our climate realities and respect the natural resources on the property. SE
Group will complete an analysis of the climate change impacts forecast for Marshall Mountain and the Missoula
area. Areas to explore include predicted winter temperatures and precipitation rates, particularly as it relates to
the feasibility of snowmaking. Other considerations for design include flooding, wildfire, drought, and heat.
The natural resource assessment will be a desktop analysis of potential natural resource concerns, including
flammulated owl, Canada lynx, and mule deer habitat, wetlands, riparian resources, soil conditions, and
vegetation. We will rely on state and federal data sources, mapping previously completed for this project, and a
conversation with Montana Fish, Wildlife, and Parks or other experts. This natural resource assessment will note
areas to avoid or additional required studies such as wetlands delineation.
9. Market Assessment
SE Group will develop a market assessment that assesses existing conditions and trends in demographics and
outdoor recreation participation. Data sources would include but are not limited to mountain bike surveys,
National Ski Area Association reports, and U.S. Census data. This assessment will also look at the existing offering
and regional competition for skiing, mountain biking, developed recreation activities (i.e., ziplines, mountain
coasters), and other activities being contemplated for Marshall Mountain. This assessment will help illuminate the
potential of different activities and offerings to attract visitors to Marshall Mountain.
SE Group will direct a 1.5-day site visit to Marshall Mountain to validate previous work, answer any lingering
questions from the assessments, and kick off the next phase of the process. During this visit, the SE Group team
would conduct an extensive tour of the site, with the goal of listening, learning, and discussing initial observations
and concept ideas. It is anticipated that site visits will also occur earlier in the process to complete the engineering
and architectural assessments.
We would also convene the stakeholder group to introduce our team, present initial takeaways from the
assessment process, and understand the opportunities and challenges they see for Marshall Mountain. Following
the visit, we would meet with the City and primary partners to review the assessments and implications.
Phase 2: Strategy
With a strong understanding of opportunities and constraints, in this phase, the project team will tie together the
various threads into a framework to guide the design process. With this framework, we will seek to balance the
community interests, with market opportunities and site and other constraints. This framework is intended to be
flexible, with two different pathways for different financial realities or operating structures.
SE Group will review the feedback collected through past stakeholder engagement, the draft guiding principles,
and the results summary of the community visioning survey. We will prepare a summary of this information and its
implication for the strategic direction of Marshall Mountain. We will also discuss the alignment of these
community sentiments with realities determined during the assessment phase and overall viability.
SE Group will prepare a memorandum of policies, activities, programming, barriers to eliminate, and design
elements that would support the inclusivity and accessibility of Marshall Mountain. We will meet with organizers
and participants in Here Montana and others working to support inclusivity and accessibility of outdoor recreation
in the region. This document will also include established best practices and innovative ideas from across the
country. We want these strategies to drive the plan, rather than be an afterthought late in the process.
We will meet (via video conference call) with City staff, primary partners, and elected officials (if appropriate) to
determine the capital and operating strategy pathways to be explored further in this process. In order to develop a
program for Marshall Mountain, we need to understand openness from the City or other partners to large capital
expenditures, bonding, annual subsidies, fees, a cooperative, private concessionaires, or other operating
structures. For example, if the park is required to break even or generate revenue, the programmed mix of
activities will be highly developed. We understand there are many uncertainties (i.e., municipal budgets, potential
private partners, fundraising) in this process and anticipate the development of two different pathways to explore
through the program and financial analysis. This is not intended to be the final decision-making point, but rather
the establishment of metrics for success and parameters to guide the design process.
Prior to this work session, SE Group will provide background information on different operating models,
anticipated costs associated with the findings of the Phase 1 assessments, and key takeaways from the market
assessment. While we will not prepare a fully realized pro-forma at this point, an initial financial snapshot will
serve to help the City consider development strategies. Depending on the outcome of this session, it may be
appropriate to publicize the potential pathways being explored in the process, and SE Group could assist with a
press release.
4. Draft Program
Based on the framework, we would work with the stakeholders to develop a draft program for each pathway/
alternative. SE Group has a database of facilities and activities appropriate for mountain recreation destinations,
with capital and operating cost estimates and revenue generation potential. The following factors will be
considered in presenting options to the stakeholders and ultimately developing the draft program:
It is important to note that this is a master planning exercise; the primary goal of which is to determine the
location and feasibility of the desired activities. We may consult with vendors during this task, to call upon their
specific expertise to confirm the feasibility of the desired locations for activities as well as to estimate capital costs.
Depending on the activity in question, there may be the need for subsequent planning and design prior to
implementation.
We will develop a full property schematic that shows the proposed trails, activities, and facilities of each pathway.
Both “summer” (or spring, summer and fall) and “winter” plans (including skiing as well as other winter recreation)
will be developed to clearly illustrate the specific location of all recreational activities and uses of all facilities
during both primary seasons of operation. Specifications and a summary description of the various facilities and/or
activities will be outlined, and capacities will be calculated. The daily capacities of the proposed functions will be
used to assess the guest service space and parking requirements of the multi-season recreation program (for both
winter and summer). We would work with MTB Missoula on the design of the future trail network.
Developing concepts is when the pen hits the paper. We will incorporate the foundational thinking into diagrams
and conceptual drawings to illustrate the ideas. The concepts will deliver creative solutions that address the
challenges and capitalize on the opportunities, while staying true to the vision and character.
A preliminary Base Area Concept Plan will incorporate the following components and their spatial relationships for
each pathway:
We will share draft concept plans (60% draft) first with the City and then with stakeholders.
Following the review of the concepts from the City and stakeholders, we will update the concept to reflect the
requested changes.
We will develop inspirational renderings that showcase what the property can become. We will work with the City
to finalize the appropriate three renderings but anticipate the following: one base area activity rendering, one trail
experience rendering, one building rendering.
1. Model Inputs
We will use our extensive proprietary database and market assessment to collect, compare, and review operating
assumptions for the proposed facilities and/or activities identified in the draft program. This will include estimating
capital costs, price points, facility and/or activity throughput, potential utilization, and revenue per visit for the
main facilities and/or activities. This information will be utilized in the pro forma model. We will review these
assumptions with the City and primary partners, particularly the price points and forecast throughput.
2. Pro-Forma
A financial analysis will compare the cost to construct and operate the activities at Marshall Mountain with
expected revenues and operating expenses. The results will be presented in a ten-year financial pro forma analysis
that will demonstrate the capital requirements and operating metrics of the two plan concepts over time. This
analysis will be utilized to validate all components of the program, and determine how the chosen activities,
programs and events may be phased over time to achieve the desired economic returns. Key metrics to be
evaluated include net operating income, net present value, internal rate of return, maintenance capital
requirements, and debt service parameters.
Following the results of the initial run of the pro-forma, we will make changes to the design concept and program
as necessary, followed by re-running the pro-forma.
We will meet with the City and primary partners to discuss these changes, takeaways from the pro-forma, and
present 90% design concepts.
4. Stakeholder Review
We will meet with the stakeholders to present the 90% design concept and results of the pro-forma. During this
meeting we will also discuss community priorities and other important input to consider in the phasing
determination and strategic business plan.
The results from this financial analysis will be compiled into a Strategic Business Plan document, outlining the
framework for a reasonable operating plan and a phased implementation strategy, as well as providing the
background validation of the plan’s various components. We would also include general case studies from similar
facilities to describe the operational framework, describe key considerations for implementation, and illustrate
best practices.
We will work with the City to support a public presentation of the City and stakeholder-approved concepts and
strategic business plan. We have included this event later in the process, so as to present the public a thoroughly
vetted plan and a strong sense of what would work and what it would look like. At this juncture, we would ask the
public to comment on a preferred alternative, design elements, and other topics. We will provide relevant
materials to support an in-person event and would have project team presence at such an event. If a virtual format
is preferred, we would present in a webinar with the City.
Following the public presentation, we would work to finalize the concepts and strategic business plan. We have
currently budgeted for relatively minor revisions. If major revisions are required, we will work with the City to
determine an appropriate approach.
We will compile the findings of this initial analysis into a summary document that would encompass the feasibility
analysis, design concepts, and strategic business plan. We anticipate one round of revisional edits with the City
prior to finalization. This report will be formatted to print and bind as a booklet. We will also provide a scaled
22x34” master plan and relevant electronic files (CAD files, word and excel files, shapefiles).
PART II – FEE
Fees for the above scope of work are as indicated below:
PHASE FEE
Phase 1: Assessment $25,000
Phase 2: Strategy $20,000
Phase 3: Design $45,000
Phase 4: Financial Analysis and Strategic Business Planning $25,000
Contingency $10,500
Expenses $4,500
TOTAL FEE $130,000
PART III – SCHEDULE
The anticipated schedule for the project is as follows
Understanding the economic impact associated with the proposed improvements at Marshall Mountain can be
incredibly useful to secure funds for this process. An economic impact figure can help justify City expenditures or
assist in securing economic development related grants. An economic impact study would quantify the direct and
indirect effects of outdoor-recreation related spending on the economy, jobs, and local tax revenues. SE Group has
deep experience in applying both MGM2 IMPLAN models to estimate existing and potential economic impacts of
trail systems, ski areas and other forms of developed recreation, and regional outdoor recreation visitation.
Estimated Cost: $6,000 - $15,000
This task provides consultant team support to the City during the adoption process at key meetings. Providing all
necessary materials for City staff during this process is included in the base contract.
Estimated Cost: $2,000 - $4,000
4. Additional Alternative
The scope includes two alternatives or pathways to explore through conceptual design and financial planning. If
the City is interested in exploring an additional alternative, this could be completed as an additional task.
Estimated Cost: $8,000 - $18,000
5. Detailed Phasing Plan
The base includes a high-level phasing plan that will serve as a framework for the City. A more detailed plan may
be desirable, particularly as it relates to site and building plans.
Estimated Cost: $6,000 - $10,000
6. Site Surveys
If more detailed site surveys are required, this would be an additional task. MMI has proposed two options:
Estimated Cost $25,000-$30,000 – Topographic Site Survey
Estimated Cost $10,000 - $15,000) – Drone
EXHIBIT B
MARSHALL MOUNTAIN PARK PROJECT
TERMS AND CONDITIONS
No additional terms and conditions other than those specified in the Professional Services Contract.