1-Master Planning Design Services RFQ.pdf

BANNOCK COUNTY

REQUEST FOR QUALIFICATIONS (RFQ)

MASTER PLANNING DESIGN SERVICES

BANNOCK COUNTY DESIGN SERVICES FOR

Multi-Use Event Center Property Master Plan

Issue Date November 7, 2025

TABLE OF CONTENTS

1 RFQ ADMINISTRATIVE INFORMATION

2 OVERVIEW

2.1 PURPOSE

2.2 PRE-QUALIFICATION MEETING

2.3 SELECTION

2.4 QUESTIONS

2.5 RFQ PREPARATION COSTS

2.6 INTERVIEWS

2.7 COUNTY’S DECISION

2.8 DISCLOSURE OF DESIGN FIRM CONFIDENTIAL INFORMATION

2.9 TRADE SECRETS

2.10 SIGNATURE OF DESIGN FIRM AGENT

3 INSTRUCTIONS FOR SUBMISSION OF QUALIFICATIONS

3.1 SUBMISSION OF QUALIFICATIONS

3.2 FILE FORMAT

3.3 SUBMISSION MODIFICATION

3.4 TIMELY SUBMISSION

3.5 ADDITIONAL INFORMATION

3.6 NEGOIATIONS

4 PROJECT DESIGN FIRM INFORMATION

4.1 COVER LETTER

4.2 TABLE OF CONTENTS

4.3 OVERVIEW OF FIRM

4.4 LIST OF SIMILAR PROJECTS

4.5 CUSTOMER REFERENCE LIST

4.6 DESIGN FIRM’S PROPOSED STAFF

4.7 DESIGN FIRM’S COOPERATION

4.8 ASSIGNMENT

5 CONSTRACTUAL AGREEMENT

5.1 EXECUTION OF THE AGREEMENT

5.2 FAILURE TO EXECUTE THE AGREEMENT

6 RFQ CHECKLIST

ATTACHMENT 1 – PRE-QUALIFICATION MEETING REGISTRATION FORM

APPENDIX A – PROPOSED CONTRACT

RFQ – Master Planning Design Services

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1 RFQ Administrative Information

RFQ Title: Bannock County Master Planning Design Services for the Event Center property.

RFQ Project Description: Bannock County requests sealed qualifications to select a firm to create a master plan design for a large-scale equestrian and sports spaces; including arenas, stalls, RV park, and pavilions with a focus on community impact and multi-use functionality.

RFQ Lead: Shanda Crystal, Chief Procurement Officer Bannock County 624 East Center, Room 101 Pocatello, ID 83201 shandac@bannockcounty.gov 208-236-7214

Submit sealed Qualifications: Upload electronic qualifications and documents at https://bannockcounty.bonfirehub.com/portal/?tab=op enOpportunities

Notice of RFQ: November 7, 2025

Pre-Qualification Meeting: November 20, 2025, at 1:30 p.m. Local Time

Deadline to Receive Questions: December 2, 2025, at 5:00 p.m. Local Time

Deadline for County to Respond to Questions:

On or before December 5, 2025, at 5:00 p.m. Local Time

RFQ Closing Date: December 17, 2025, at 11:30 p.m. Local Time

Public Opening of RFQ Date: December 18, 2025, at 10:00 a.m. Local Time

Contract Award Date (Anticipated): January 29, 2026 mailto:shandac@bannockcounty.

https://bannockcounty.bonfirehub.com/portal/?tab=openOpportunities

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2 OVERVIEW

2.1 Purpose

The following is a Request for Qualifications (RFQ) for master planning design services for the development a master plan design for a large-scale equestrian, sports, arenas, stalls, RV park, and pavilions for Bannock County Event Center located in Pocatello, Idaho. The facility currently supports equestrian and recreational activities and community events. Key features of the facility include, but are not limited to:

Indoor and outdoor riding arenas Horse Track Multi-use fields (soccer / football etc.)

Horse stalls and related equestrian infrastructure Public pavilions for gatherings and events An RV park with utilities and visitor accommodations Parking facilities and traffic flow

The County intends to establish a comprehensive master plan that incorporates site layout, infrastructure planning, phasing, and cost estimating to guide future development.

This RFQ is intended to be administered in compliance with Idaho Code §67-2320. The Design Firm selection will be based upon the criteria, as set forth in Idaho Code §67-2320, dealing with professional service contracts with design professionals, designs, engineers, construction managers, and land surveyors. Submitted qualifications will be evaluated to determine responsiveness. Bannock County may consider, but is not limited to, the following factors in evaluating qualifications:

Responsiveness to the RFQ requirements;

The ability, capability and skill of the Design Firm to perform the contract and provide the services required;

Experience of the Design Firm with similar projects;

References of the Design Professional;

The character, integrity, reputation, judgment and efficiency of the Design Professional;

The quality of performance of previous contracts or services; and

Other factors, as deemed important, within the County’s sole discretion.

The following information must be submitted as part of your statement of qualifications: Provide complete and comprehensive responses to each part of Section 4 PROJECT DESIGN INFORMATION and Section 6 RFQ CHECKLIST of this RFQ. Any qualification statement submitted that does not respond to each required section may be deemed non-responsive, a condition of rejection.

2.2 Pre-Qualification Meeting

Design Firms are encouraged to attend the pre-qualification meeting; this will be your opportunity to view the property and ask questions, in person, with County staff. Questions concerning a solicitation must be written to the RFQ Lead in the period of time prescribed in the solicitation document. Bids, proposals, or quotations deviating from the specifications other than an authorized written addendum will be rejected. Bannock County will not be responsible for any verbal or oral information given to contractors by anyone other than an

P a g e | 3 of 18 November 7, 2025 authorized purchasing official. Reliance on any verbal representation is at the design firm’s sole risk.

All interested parties are invited to participate by attending the meeting. Those choosing to participate are asked to pre-register by submitting Attachment 1 – Pre-Qualification Meeting Registration Form and email it to the RFQ Lead. Any oral answers given by County staff during the site visit are unofficial and will not be binding on the County. Pre-Qualification Meeting attendance is at the design firm's own expense; a virtual option will be made available.

2.3 Selection

The County will review all submitted statements of qualification to assure that a qualified Design Firm, if any, is chosen. The County will use the RFQ Checklist (Section 6) as a point ranking of submitted qualifications. Ranking will occur through each check list item by individual RFQ Project Evaluators; the ranked check list items will be summed for a normalized total. The County will select the Firm that it determines is best qualified to provide the required services, pursuant to the County’s criteria contained within this RFQ. The County's criteria will include the Design Firm's ability to fully respond to each of the provisions of this RFQ and meet the proposed contract as listed in Appendix A.

2.4 Questions

2.4.1 This Solicitation is issued by the Bannock County Commissioners. The RFQ Lead is the only contact for this Solicitation. All correspondence must be in writing. If it becomes necessary to revise any part of this RFQ, addenda will be communicated to all respondents by addendum on Bannock County’s e-Procurement Portal at https://bannockcounty.bonfirehub.com/portal/?tab=openOpportunities . Each addendum becomes an integral part of this RFQ and contains important information, including significant changes to this RFQ. Bannock County will not accept any respondent’s communications by any other means, except as specifically stated in this RFQ.

It is the responsibility of parties interested in this RFQ to confirm with the RFQ Lead regarding any updates or addendums. Any oral interpretations or clarifications of this RFQ must not be relied upon. All changes to this RFQ will be in writing and must be communicated to all known RFQ Holders via the e-Procurement Portal to be valid. Alternate Qualifications are not allowed.

2.4.2 Questions or other correspondence must be submitted in writing to the RFQ Lead electronically through the Opportunity Q&A on this Solicitation. Official answers to all written questions will be communicated to all respondents by posted addendum on Bannock County’s e-Procurement Portal.

QUESTIONS MUST BE RECEIVED BY 5:00 P.M. LOCAL TIME ON THE DATE LISTED IN THE RFQ

ADMINISTRATIVE INFORMATION.

2.4.3 Any questions regarding the Bannock County’s proposed contract (Appendix A) must also be submitted electronically through the Opportunity Q&A, by the deadline identified in the RFQ Administrative Information. Bannock County may not consider proposed modifications to these requirements after the date and time set for receiving questions. Questions regarding these requirements must contain the following:

1. The rationale for the specific requirement being unacceptable to the party submitting the question (define the deficiency).

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2. Recommended verbiage for the County’s consideration consistent in content, context, and form with the County’s requirement being questioned.

3. Explanation of how the County’s acceptance of the recommended verbiage is fair and equitable to both the County and to the party submitting the question.

2.3.4 Qualifications which condition the submittal based upon the County accepting other terms and conditions not found in the RFQ, or which take exception to the County’s proposed contract, will be found non-responsive, and no further consideration of the qualification will be given.

2.5 RFQ Preparation Costs

Costs for developing submittals pursuant to this RFQ are entirely the responsibility of the Design Firm.

They shall not be chargeable to the County. By submitting qualifications, the firm agrees that the contents of the submittals and any supporting analysis will become the property of Bannock County.

2.6 Interviews

As provided herein, interviews will be conducted on property with any or all responsive Design Firm(s) who’s qualifications are determined to be reasonably acceptable of being selected for award. The County will not be liable for any costs incurred by the Design Firm in connection with such interview (i.e. travel, accommodations, etc.).

2.7 County’s Decision

The County reserves the following rights:

To reject any or all submittals, or any part thereof;

To reissue the Request for Qualifications;

To invite additional respondents to the RFQ;

To extend the date for submission of responses;

To supplement, amend, or modify the RFQ and cancel this request with or without the substitution of another RFQ;

To disqualify any respondent who fails to provide information or data requested herein or who provides inaccurate or misleading information or data; and

To disqualify any respondent based on any real or apparent conflict of interest.

The County's decision shall be final. The County's waiver of a minor defect shall in no way modify the RFQ or excuse the Design Firm from full compliance with its obligations if the Design Firm is awarded the contract.

The County reserves the right to let separate agreements on any aspect of the work.

Qualifications that contain false or misleading statements or provide references that do not support an attribute or condition claimed by the Design Firm may be rejected. If, in the opinion of the County, such information was intended to mislead the County in its evaluation of the Design Firm, the statement shall be rejected.

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2.8 Disclosure of Design Firm Confidential Information

Be advised that all information contained in qualifications submitted in response to this solicitation may be subject to the Idaho Public Records Request Act, Idaho Code §74-102, and information use and disclosure are governed by this Act.

Qualifications will be kept confidential until negotiations and recommendation of award are completed by the County. At that time, all qualifications and documents pertaining to the solicitation will be open to the public, except for material that is clearly marked proprietary or confidential.

2.9 Trade Secrets

Identify each page of the bid that you believe contains a “trade secret” within the definitions of the Idaho Public Records Act. Design Firms must:

2.9.1 Identify with particularity the precise text, illustration, or other information contained within each page marked “trade secret” (it is not sufficient to simply mark the entire page). The specific information you deem “trade secret” within each noted page must be highlighted, italicized, identified by asterisks, contained within a text border, or otherwise clearly delineated from other text/information and specifically identified as a “trade secret.”

2.9.2 Provide a separate document entitled “List of Redacted Trade Secret Information” which provides a succinct list of all trade secret information noted in your qualifications; listed in the order it appears in your submittal documents, identified by Page #, Section #/Paragraph #, Title of Section/Paragraph, specific portions of text/illustrations; or in a manner otherwise sufficient to allow the County’s legal personnel to determine the precise text/material subject to the notation. Additionally, this list must identify with each notation the specific basis for your position that the material be treated as exempt from disclosure and how the exempting the material complies with the Public Records Law.

2.9.3 Indemnify and defend the County against all liability, claims, damages, losses, expenses, actions, attorney fees and suits whatsoever for honoring a “trade secret” designation and exemption from public disclosure; or for the Design Firm’s failure to designate individual documents as exempt from public disclosure. The Design Firm’s failure to designate as exempt any document or portion of a document released by the County shall constitute a complete waiver of any and all claims for damages caused by any such release. If the County receives a request for materials claimed exempt by the Design Firm, the Design Firm shall provide the legal defense for such claim.

2.10 Signature of Design Firm Agent

Each statement of qualification and any clarification to that statement shall be considered signed by an officer of the Design Firm or a designated agent empowered to bind the firm in a contract when the Cover Letter is signed and submitted.

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3 INSTRUCTIONS FOR SUBMISSION OF QUALIFICATIONS

3.1 Submission of Qualifications

Qualifications must be submitted online through Bannock County’s e-Procurement Portal. Upload electronic qualifications and documents at https://bannockcounty.bonfirehub.com/portal/?tab=openOpportunities. Should there be any doubt as to any meaning or intent of any RFQ statement or provision, the design firm should submit their inquiries in writing as prescribed. No changes may be made in the phraseology of the forms nor may the design firm add any phraseology conditioning the acceptance of the award.

Browser cookies must be enabled. Respondents should contact Bonfire at Support@GoBonfire.com for technical questions related to submissions or visit Bonfire’s help forum at https://bonfirehub.zendesk.com/hc .

3.2 File Format

Submission materials should be prepared in the file formats listed under Requested Information for this opportunity in the Bonfire Portal; the maximum upload file size is 1000 MB. Documents should not be embedded within uploaded files, as the embedded files will not be accessible or evaluated.

3.3 Submission Modification

Design Firms can modify their submissions up to the Submission Deadline listed for this Solicitation directly through the e-Procurement Portal. Any qualifications may be withdrawn prior to the scheduled date and time set for the Qualification Opening by clicking un-submit within the e-Procurement Portal by the submitter or their authorized agent. No qualification may be withdrawn after the date and time set for the Qualification Opening.

If your qualification contains trade secret information which you have identified, you must also submit a redacted copy of the qualification(in electronic format, with the word “redacted” in the file name) with all trade secret information removed or blacked out; as well as a separate document containing a complete list (per the instructions in Section 2.8, above) of all trade secret information which was removed or blacked out in the redacted copy.

3.4 Timely Submission

Design Firms are solely responsible to ensure timely submission of their qualifications to the County via the e- Procurement Portal as given in this solicitation. Qualifications must be uploaded, submitted, and finalized prior to the Closing Date and time listed in the RFQ Administrative Information. It is strongly recommended that design firms give themselves sufficient time and at least ONE (1) day before the Closing Date to begin the uploading process and to finalize their submissions.

The County’s e-Procurement Portal clock is the official clock for the determination of all deadline dates and times.

Without exception, qualifications will not be accepted after the submission deadline regardless of any technical difficulties such as poor internet connections.

Bannock County assumes no responsibility for the failure of any computer or other equipment to deliver all or a portion of the Qualifications at the time and in the manner required by the solicitation. Neither Bonfire, nor the County warrant that access to and use of the Bonfire website will be free from interruptions or free from errors, nor shall Bonfire or the County be responsible for any inadvertent disclosure of qualification repository https://bannockcounty.bonfirehub.com/portal/?tab=openOpportunities mailto:Support@GoBonfire.com https://bonfirehub.zendesk.com/hc

P a g e | 7 of 18 November 7, 2025 information or any unauthorized access to qualification repository information by third persons.

In the case of disruption of electronic communications or loss of services by Bonfire within two (2) hours prior to the deadline for submission of qualifications, the County will delay the deadline for bid submissions to ensure the ability of potential design firms to submit bids. If this occurs, instructions will be communicated to known Plan Holders.

3.5 Additional Information

a) It is the design firm’s responsibility to furnish the County with sufficient data to determine whether or not the products(s), service(s), and/or supplies offered conform to the specified requirements.

b) The County will not be liable for any cost incurred in the preparation of bids.

c) The submission of a bid shall be prima facie evidence that the design firm has full knowledge of the scope, nature, quantity and quality of work to be performed; the detailed requirements of the specifications;

and the conditions under which the work will be performed.

d) The design firm shall furnish the County such additional information as the County may reasonably require.

e) The County reserves the right to conduct personal interviews of any or all design firms prior to selection.

The County will not be liable for any costs incurred by the design firm in connection with such interview (i.e., travel, accommodations, etc.).

f) The County reserves the right to conduct pre-contract negotiations with any or all potential design firm(s).

g) The County reserves the right to reject any or all qualification(s), the right of the County in its sole discretion to accept the qualification(s) it considers most favorable to the County's interest and the right to waive minor irregularities in the procedures. The County further reserves the right to reject all qualifications and seek new qualifications when such procedure is reasonably in the best interest of the County.

h) Certain financial information of the County, including financials and budgets, can be accessed at https://www.bannockcounty.gov/auditor/.

3.6 Negotiations

Discussions and best and final offers cannot be guaranteed to occur.

https://www.bannockcounty.gov/auditor/

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4 PROJECT DESIGN FIRM INFORMATION

Design Firm's response to each of the requirements in Section 4 PROJECT DESIGN INFORMATION is mandatory. Failure to respond to a requirement in this section, or non-adherence to a requirement in this section, may cause the statement to be rejected.

The various sections of this RFQ are intended to provide each potential Design Firm with the opportunity to document/demonstrate its qualifications.

The selected design firm will be expected to:

Conduct stakeholder and community engagement sessions.

Evaluate the site conditions, constraints, and opportunities.

Develop conceptual layouts and alternatives for the facility.

Incorporate best practices for sustainable, functional, and cost-effective design.

Provide site circulation planning (vehicular, pedestrian, equestrian).

Prepare preliminary infrastructure assessments(water, sewer, power, road access).

Provide phasing strategies and preliminary cost estimates.

Deliver a final Master Plan document with supporting graphics and presentation.

Submittals must adhere to the structure outlined in this section of the RFQ. Responses that do not adhere to the structure may be disqualified from review. Design Firm must respond to each item, complete Section 6 RFQ

CHECKLIST, and submit the checklist in the eProcurement Portal as part of the Design Firm's qualifications.

4.1 Cover Letter

Use your firm's letterhead and include a web address if available. Address the cover letter to:

Bannock County Board of Commissioners Bannock County Courthouse 624 East Center, Room 101

Pocatello, Idaho 83201

Identify the submitting firm by name, main business office, field office conducting work (if applicable), and contact person.

Identify the firm's parent corporation by name and business location. If the firm has no parent corporation, state that this is the case. State that you have read the RFQ and are prepared to comply with contractual requirements.

Include a brief statement of the firm's understanding of the work to be accomplished.

Provide any additional explanatory information you believe will be necessary or helpful.

Signature of Company Principal authorized to sign contracts.

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4.2 Table of Contents

4.3 Overview of Firm

Briefly summarize the history of your firm, including office location(s). Describe the management structure of your firm. If it is responsible to a board of directors, include their names.

Disclose any claims or unresolved claims currently ongoing or pending and/or any potential or anticipated litigation.

Describe the firm or individual's area of expertise as it relates to design services for

Master Planning a multi-use facility.

4.4 List of Similar Projects

Describe local, regional, or national projects in which the potential Design Firm has been involved. List names, titles, experience, qualifications, certifications, and service periods of principal/key personnel; designate the primary point of contact regarding the firm's performance and day-to-day management of the project; include the name and qualifications of any proposed sub-consultants. Firms will be evaluated and given the highest points if they have five (5) or more years of previous experience in Design services to design similar facilities.

Include Design firm experience regarding past performance, name, and telephone number of owner on similar projects, and any written references from owners that are available for those projects. Identify projects completed or ongoing that are similar in scope and size to the project under consideration. List project manager, adherence to previous project guidelines or requirements, ability to stay within negotiated fees and schedules, quality of service, and personalized attention to the project.

4.5 Customer Reference List

The Design Firm will provide a list of customers who have used your services, similar in size and scope to the proposed projects. Customers on Design Firm's qualifications list (and any other the County may select) may be contacted. The customers may be interviewed in multiple areas including the ability and capability to perform the contract or provide the services required, the character, integrity, reputation, judgment, and efficiency of the Design Firm. The majority of the customers must respond positively in order for the Design Firm to be successful in this portion of the evaluation but include one reference where you experienced a difficult situation so that we may discuss how you rectified the situation to the customer's satisfaction.

Please provide reference's name, email address, and phone number of each customer that has dealt with designated team of individuals on at least three (3) other similar projects.

4.6 Design Firm's Proposed Staff

The qualifications should be clear and to the point. Emphasis should be placed on specific qualifications of the people who will perform the project and the firm's ability to manage multiple projects simultaneously.

The specific individuals or sub-consultants listed in the qualification, including the Project Manager, shall be assigned to the key positions and shall not be removed or replaced without the prior written approval of the County. Replacement personnel or sub-consultants submitted for approval must have at least equal

P a g e | 10 of 18 November 7, 2025 qualifications, experience, and expertise as those listed in the submittal.

Please provide resumes of the specific team members expected to accomplish the work described in this RFQ.

Delineate respective responsibilities, estimated associated hours, and discuss their qualifications relative to this request. Provide specific examples of team experience relative to a minimum of three (3) similar projects, briefly illustrating the team's ability to complete such projects. Notation of special training or particular experiences in similar operations is helpful.

4.7 Design Firm’s Cooperation

The chosen Design Firm shall always observe and comply with all federal, state, local and municipal laws, ordinances, rules, and regulations in any way affecting the contract or the work performed under the contract.

4.8 Assignment

The resulting contract shall not be transferred by the Design Firm to any other party.

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5 CONTRACTUAL AGREEMENT

5.1 Execution of the Agreement

Any contractual agreement(s) resulting from this RFQ will be finalized with the Design Firm who receives the highest number of total normalized points. In the event mutually agreeable terms cannot be reached with the winning Design Firm, the County reserves the right to finalize a contractual agreement with the next most advantageous Design Firm without undertaking a new procurement process.

The agreement shall be signed by the Design Firm and returned, along with any required attachments to the County within then (15) calendar days from receipt of contract. The period for execution may be changed by mutual agreement of the parties. Contracts are not effective until signed by the authorized County Officials. Any work performed prior to receipt of a fully executed contract shall be at Design Firm’s own risk.

5.2 Failure to Execute the Agreement

Failure to execute the Agreement within the time frame identified above shall be sufficient cause for voiding the award. Failure to comply with requirements shall constitute failure to execute the Agreement. If the successful Design Firm refuses or fails to execute the Agreement, the County may award the Agreement to the next qualified Design Firm.

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6 RFQ CHECKLIST

Design Firm must initial each item on this checklist and include completed checklist with their RFQ submittal. The sections of the RFQ that require a response from the Design Firm are listed below. The Design Firm must initial each section acknowledging whether the required information is included and/or the condition has been met. Failure to acknowledge or respond to any of the sections listed below may result in the rejection of the qualifications from further consideration.

If "does not confirm qualification" is acknowledged, the Design Firm may include an explanation as to why such requirement is not applicable. The inclusion of an explanation does not obligate the County to credit the Design Firm for responding to the item.

1. Design Firm has included response to Section 4.1 Cover letter (5 pts)

Submittal meets requirement: __ Does not meet requirement: __

2. Design Firm has included response to Section 4.2 Table of Contents (0 pts)

Submittal meets requirement: _____ Does not meet requirement: _____

3. Design Firm has included response to Section 4.3 Overview of Firm (20 pts)

Submittal meets requirement: __ Does not meet requirement: _____

4. Design Firm has included response to Section 4.4 List of Similar Projects (50 pts)

Submittal meets requirement: _____ Does not meet requirement:

5. Design Firm has included response to Section 4.5 Customer Reference List (30 pts)

Submittal meets requirement: ___ Does not meet requirement: _

6. Design Firm has included response to Section 4.6 Proposed Design Firm's Staff (50 pts)

Submittal meets requirement: _____ Does not meet requirement: __

7. Design Firm acknowledges it is prepared to comply with the contractual requirements detailed in Appendix A – Proposed Contract (15 pts)

Submittal meets requirement: ____ Does not meet requirement: ___

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ATTACHMENT 1 – PRE-QUALIFICATION MEETING

REGISTRATION FORM

Verbal Information: Questions concerning a solicitation must be directed in writing to the RFQ Lead in the period of time prescribed in the solicitation document. Bids, Proposals, or Quotations deviating from the specifications by any means other than an authorized written addendum will be subject to rejection. Bannock County will not be responsible for any verbal or oral information given to Design Firms by anyone other than an authorized purchasing official. Reliance on any verbal representation is at the Design Firm’s sole risk.

Potential Design Firms choosing to participate in the Pre-Qualification Meeting are asked to pre-register by submitting this completed form, via e-mail, to the RFQ Lead at shandac@bannockcounty.gov. Attendees are asked to register no later than November 17, 2025, at 10:00 a.m. Mountain Time.

PLEASE PRINT:

Name Company Email Address Phone Number

PRE-QUALIFICATION MEETING Date: Thursday, November 20, 2025, at 1:30pm Local Time

Title: Master Planning Design Services mailto:shandac@bannockcounty.us

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APPENDIX A – PROPOSED CONTRACT

AGREEMENT made between Bannock County, a political subdivision of the state of Idaho, herein "COUNTY" and ____________ herein "DESIGN FIRM".

THE PARTIES AGREE AS FOLLOWS:

1. SCOPE OF WORK: COUNTY engages DESIGN FIRM to perform the work associated with the

Bannock County Master Planning Design Services Request for Qualifications as referenced and incorporated hereto.

2. EFFECTIVE DATE: Contract for said services rendered from date contract is fully executed through September 1, 2026.

3. COMPENSATION: COUNTY agrees to pay DESIGN FIRM for their services rendered under this

Agreement an amount not to exceed the total sum of $ ____________ . The parties agree that DESIGN FIRM will invoice COUNTY when identified milestones are complete for payment under this Agreement for services rendered herein. DESIGN FIRM verifies that it has reviewed the scope of work to be performed under this Agreement and agrees that in DESIGN FIRM’s professional judgement, the work can and shall be completed for costs within the maximum amount set forth in this Agreement.

4. NOTICES: Any and all notices required or permitted to be given by either party hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows:

Bannock County (Design Firm’s Contact) Commission Office 624 East Center, Room 101 Pocatello, Idaho 83201

Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner provide by Section 4 (Notices) herein.

5. INDEPENDENT DESIGN FIRM RELATIONSHIP: DESIGN FIRM is an independent DESIGN FIRM and is not an employee, servant, agent, partner, or joint venture of COUNTY. COUNTY shall determine the work to be done by DESIGN FIRM, but DESIGN FIRM shall determine the legal means by which it accomplishes the work specified by COUNTY.

6. BEST EFFORTS: DESIGN FIRM represents that DESIGN FIRM will always faithfully, industriously and to the best of its ability, experience and talent, perform to COUNTY’s reasonable satisfaction.

7. FEDERAL, STATE, AND LOCAL PAYROLL TAXES: Neither federal, state or local income taxes, nor payroll taxes of any kind shall be withheld and paid by COUNTY on behalf of DESIGN FIRM or the employees of DESIGN FIRM. DESIGN FIRM shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes. DESIGN FIRM understands that it is responsible to pay, according to law, DESIGN FIRM's income tax. DESIGN FIRM further understands that it may be liable for self-employment (Social Security) tax to be paid by DESIGN FIRM according to law.

8. LICENSES AND LAW: COUNTY relies upon DESIGN FIRM’s professional ability and training as material inducement to enter into this agreement. DESIGN FIRM represents that it possesses the skill and experience necessary, and all licenses required to perform the services under this agreement. DESIGN FIRM further agrees to comply with all applicable laws in the performance of the services hereunder. COUNTY’s

P a g e | 15 of 18 November 7, 2025 acceptance of DESIGN FIRM’s work shall not constitute a waiver or release of DESIGN FIRM from professional responsibility.

9. FRINGE BENEFITS: Because DESIGN FIRM is engaged in its own independently established business, DESIGN FIRM is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plans of COUNTY.

10. WORKER'S COMPENSATION: DESIGN FIRM shall maintain in full force and effect worker's compensation for DESIGN FIRM and any agents, employees, and staff that the DESIGN FIRM may employ, and provide proof to COUNTY of such coverage or that such worker's compensation insurance is not required under the circumstances.

11. EQUIPMENT, TOOLS, MATERIALS OR SUPPLIES: DESIGN FIRM shall supply, at DESIGN FIRM's sole expense, all equipment, tools, materials and/or supplies to accomplish the services to be provided.

12. FORCE MAJEURE: This Agreement is subject to force majeure, including without limitation, accidents, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, weather conditions, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, or other delays beyond the reasonable control of the parties. The DESIGN FIRM shall not be held responsible for reasonable delays caused by such events but shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance. Shortage of available labor shall not be considered excusable under this force majeure clause.

13. ASSIGNMENT: It is expressly agreed and understood by the parties hereto, that DESIGN FIRM shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of COUNTY.

14. CHANGES: COUNTY may, from time to time, request changes in the Services to be performed hereunder. Such changes, and any increase or decrease in DESIGN FIRM’S compensation, shall be effective only if they are in the form of mutually executed written amendment(s) to this Agreement.

The party desiring the revision shall request amendment(s) to the terms and conditions of this Agreement in writing. Any adjustment to this Agreement shall be effective only upon the parties’ mutual execution of an amendment in writing.

No verbal agreements or conversations prior to execution of the Agreement or requested amendment shall affect or modify any of the terms or conditions of this Agreement unless reduce to writing according to the applicable provisions of this Agreement.

15. NON-APPROPRIATION: Expenditures not appropriated by COUNTY in its current fiscal year budget are deemed to be contingent liabilities only and are subject to appropriation in subsequent fiscal year budgets.

In the event no funds or insufficient funds are appropriated and budgeted in any subsequent fiscal period by COUNTY for performance under this Agreement, COUNTY shall notify the other party(ies) and this Agreement shall terminate. Payments under this agreement shall be completed to the date of notification, except that no payment shall be made or due under this Agreement beyond those amounts appropriated and budgeted by COUNTY to fund payments under this Agreement.

16. REMEDIES FOR NON-PERFORMANCE: In the event the DESIGN FIRM fails to perform the services required under this Agreement in accordance with its terms, the COUNTY may, after providing written notice of such failure and a reasonable opportunity to cure (not to exceed three [3] calendar days unless otherwise agreed), exercise one or more of the following remedies:

1. Require the DESIGN FIRM to promptly re-perform, at no additional cost to the COUNTY, any work determined to be deficient or unsatisfactory;

2. Withhold payment, in whole or in part, until such deficiencies are corrected;

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3. Obtain substitute services from another source, and charge the DESIGN FIRM for any additional costs incurred by the County;

4. Pursue any other remedy available at law or equity.

If, in the sole discretion of the COUNTY, the DESIGN FIRM’s failure to perform creates an immediate risk to public health, safety, or the protection of COUNTY facilities, the COUNTY may, without prior notice, obtain substitute janitorial services and charge the DESIGN FIRM for any and all costs incurred.

Repeated or material failures by the DESIGN FIRM to provide services in accordance with the Agreement shall constitute cause for termination. Upon such termination, the COUNTY may procure substitute janitorial services and the DESIGN FIRM shall be liable for any additional costs incurred by the COUNTY through the completion of the contract term.

17. CUMULATIVE REMEDIES: The remedies provided herein shall be cumulative and not exclusive, and the COUNTY’s decision to exercise any remedy shall not be deemed a waiver of its right to pursue additional remedies.

18. TERMINATION FOR CAUSE: If, through any cause, DESIGN FIRM shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if DESIGN FIRM shall violate any of the covenants, agreements, or stipulations, of this Agreement, COUNTY shall thereupon have the right to terminate this Agreement by giving written notice to DESIGN FIRM of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination, If this Agreement is terminated for cause, DESIGN FIRM shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder.

Notwithstanding the above, DESIGN FIRM shall not be relieved of liability to COUNTY for damages sustained by COUNTY by virtue of any breach of this Agreement by DESIGN FIRM, and COUNTY may withhold any payments to DESIGN FIRM for the purposes of set-off until such time as the exact amount of damages due COUNTY from DESIGN FIRM is determined. This provision shall survive the termination of this Agreement and shall not relieve DESIGN FIRM of its liability to COUNTY for damages.

19. TERMINATION FOR CONVENIENCE: Either COUNTY or DESIGN FIRM may terminate this Agreement at any time by giving at least fifteen (15) days’ notice in writing. If the Agreement is terminated by COUNTY as provided herein, DESIGN FIRM will be paid an amount which bears the same ratio to the total compensation as the work actually performed bear to the total services of DESIGN FIRM covered by this Agreement, less payments of compensation previously made. If this Agreement is terminated due to the fault of DESIGN FIRM, Section 18 (Termination for Cause) hereof relative to termination will apply.

20. INDEMNITY AND INSURANCE PROVISIONS: As respects all acts or omissions which do not arise directly out of the performance of professional services including, but not limited to those acts or omissions normally covered by general and automobile liability insurance, DESIGN FIRM agrees to indemnify, defend (at COUNTY's option), and hold harmless COUNTY, its officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with DESIGN FIRM's (or DESIGN FIRM's subcontractors, if any) performance or failure to perform, under the terms of this contract; excepting those which arise out of the sole negligence of COUNTY.

Without limiting COUNTY's right to indemnification, it is agreed that DESIGN FIRM shall secure prior to commencing any activities under this Agreement, and maintain during the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under this Agreement and the result of that work by DESIGN FIRM, DESIGN FIRM’s agents, representatives, employee, or sub-DESIGN FIRMs. Minimum insurance coverage as follows:

1. Worker's compensation insurance as required by Idaho statutes.

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2. Comprehensive general liability insurance or commercial general liability insurance, including coverage for premises, operations, products and completed operations, contractual liability, personal injury liability, products/completed operations liability, broad-form property damage (if applicable) and independent DESIGN FIRM's liability (if applicable), in an amount of not less than Two Million Dollars ($2,000,000.00) per occurrence for bodily injury, personal injury and property damage, or the full per occurrence limits of the policy, whichever is greater, combined single limit, written on an occurrence form.

3. Comprehensive automobile liability coverage including, as applicable, owned, non-owned and hired autos, in an amount of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage, combined single limit, written on an occurrence form.

COUNTY is hereby authorized to reduce the requirements set forth above in the event it determines that such reduction is in COUNTY's best interest.

Each insurance policy required by this Agreement shall contain the following clauses:

1. This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been given to the Auditing Department of COUNTY.

2. It is agreed that any insurance maintained by COUNTY shall apply in excess of and not contribute with insurance provided by this policy.

Each insurance policy required by this Agreement, excepting policies for worker's compensation, shall contain the following clause:

COUNTY, its officers, agents, employees, representatives and volunteers are added as additional insureds as respects operations and activities of, or on behalf of, the named insured, performed under contract with COUNTY. Prior to commencing any work under this Agreement, DESIGN FIRM shall deliver to COUNTY insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, DESIGN FIRM shall provide to COUNTY endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Said endorsements shall be signed by an authorized representative of the insurance company and shall include the signature’s company affiliation and title. Should it be deemed necessary by COUNTY, it shall be DESIGN FIRM's responsibility to see that COUNTY receives documentation acceptable to COUNTY which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company. Also, COUNTY has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement.

In addition to any other remedies COUNTY may have if DESIGN FIRM fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, COUNTY may, at its sole option:

1. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;

a. Order DESIGN FIRM to stop work under this Agreement and/or withhold any payment(s) which become due to DESIGN FIRM hereunder until DESIGN FIRM demonstrates compliance with the requirements hereof.

b. Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies COUNTY may have and is not the exclusive remedy for DESIGN FIRM's failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed as limiting in any way the extent to which DESIGN FIRM may be held responsible for payments of damages to persons or property resulting from DESIGN FIRM's, or its subcontractor's, performance of the work covered under this Agreement.

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If DESIGN FIRM maintains higher limits than the minimums shown above, COUNTY is entitled to coverage for the higher limits maintained by DESIGN FIRM. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to the COUNTY. No representation is made that the minimums shown above are sufficient to cover the indemnity or other obligations of the DESIGN FIRM under this Agreement.

21. NONWAIVER: Failure of either party to exercise any of the rights under this Agreement, or breach thereof, shall not be deemed to be a waiver of such right or a waiver of any subsequent breach.

22. CHOICE OF LAW: The parties have executed and delivered this Agreement in the County of Bannock, State of Idaho. The laws of the State of Idaho shall govern the validity, enforceability, or interpretation of the Agreement. Bannock County shall be the venue for any action or proceeding, in law or equity that may be brought in connection with this Agreement. Any dispute under this Agreement, or related to this Agreement, shall be decided in accordance with the laws of the State of Idaho.

23. CONFLICTS IN THE AGREEMENT DOCUMENTS: The Agreement documents are intended to be complementary and interpreted in harmony so as to avoid conflict. In the event of conflict in the Agreement documents, the parties agree that the document providing the highest quality and level of services to the County shall supersede any inconsistent term in these documents.

24. ANTI-BOYCOTT AGAINST ISRAEL ACT: If this Agreement has a total potential value of $100,000 or more and if DESIGN FIRM is a company with ten (10) or more employees, then pursuant to Idaho Code §67- 2346, DESIGN FIRM affirmatively states that it does not boycott Israel and will not boycott Israel during the term of this Agreement. In this paragraph, the terms “company” and “boycott Israel” shall have the meanings described in Idaho Code §67-2346.

25. ENTIRE AGREEMENT: This is the entire Agreement, including any exhibits referenced, between the parties and there are no inducements, promises, terms, conditions, or obligations made or entered into by COUNTY or DESIGN FIRM other than those contained in it. Parties acknowledge this Agreement can only be modified or amended in writing by the parties.

26. SEVERABILITY: If any part of this Agreement is held unenforceable, the remaining portions of the

Agreement will nevertheless remain in full force and effect.

27. ATTORNEY FEES: Reasonable attorney fees shall be awarded to the prevailing party in any action to enforce this Agreement or to declare forfeiture or termination of this Agreement.

28. SIGNATURE AUTHORITY: The parties executing this agreement certify that they have the proper authority to bind their respective entities to all terms and conditions set forth in this agreement.

3.4 Timely Submission