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HomeMy WebLinkAbout20- Professional Services Agreement - Downtown Bozeman Partnership - Administration and Management of the Downtown Bozeman Business Improvement District.Professional Services Agreement Regarding the Administration and Management of the Downtown Bozeman Business Improvement District WHEREAS, the Downtown Business Improvement District was created May 15, 2000 by Commission Ordinance No. 1517; and WHEREAS, the Downtown Business Improvement District was created on August 12, 2010 by Commission Ordinance No. 1790; and WHEREAS, the Downtown Business Improvement District was created on August 11, 2020 by Commission Ordinance No. 2040; and WHEREAS, the Downtown BID Board is authorized to employ the necessary staff to implement the Business Improvement District pursuant to 7-12-1131 MCA; 7-12-1131 Powers Of Board In Administering District. The board in administering a district has all powers necessary to carry out functions of the district contained in the ordinance creating it, including the power to: (7) provide for the management and administration of the affairs of the district." NOW, THEREFORE, the Downtown Bozeman Partnership and City of Bozeman enter into this Professional Services Agreement defining the administration and management of the Downtown Bozeman Business Improvement District. THIS AGREEMENT is made and entered into this k.�- day of —QC 6) 6-r- , 2020 "Effective Date" b and between the CITY OF BOZEMAN MONTANA a self-governing municipal ( ), Y > g g p 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 the DOWNTOWN BOZEMAN PARTNERSHIP, LLC, a limited liability company, with a physical and mailing address of 222 East Main Street #302, Bozeman, MT, 59715, 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 the City the 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 date of its execution and will terminate on the 30th day of June 2021. 3. Scope of Work: Contractor will provide administrative and management services to the Board pursuant to the BID FY2021 Work Plan and Budget outlined in the Scope of Services, Exhibit "A". 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, Exhibit "A" as the "Downtown Partnership Management Fee". 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 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. 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) 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. 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 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/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor's agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Contractor or Contractor's agents or employees. 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. 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 properly of another, or for violation of law, whether willful or negligent" as per 28-2-702, MCA. 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 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 property damage/bodily injury per accident; 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 both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non -renewal. Contractor shall notify City within two (2) 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. 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 Damames; 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. 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 Anna Rosenberry (Assistant City Manager) 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 Emily Cope (DBP District Manager) 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 charges in connection therewith. 13 Laws and Reeulations: 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 Egual 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 and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. 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 parry of any default or breach by the other parry of any terms or conditions of this Agreement does not limit the other parry'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 Parry 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 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 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. Headines: 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, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** 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 By <�l d. I&Idd J Lich, City Manager APP VED A 40 FORM: By reg llivan, City Attorney DOWNTOWN BOZEMAN PARTNERSHIP CONTRACTOR By Emily Cope, Di s ict Manager Scope of Services: Exhibit "A" Downtown Business Improvement District FY2021 BID Work Plan and Budget BID Assessment Programs The following programs are funded by the special assessments collected from property owners within the Business Improvement District. The BID assessment for FY2021 will be $175,000 as approved by the board at the June 17, 2020 board meeting The BID will also receive approximately $40,000 in additional revenue from sponsorships and maintenance contracts. Downtown Bozeman Partnership ($56,000) The BID is a member of the Downtown Bozeman Partnership. The BID contributes to the administration of the Downtown Partnership office located at 222 East Main Street. The Partnership also manages a portion of payroll expenses associated with the DBP District Manager. Downtown Bozeman Association ($25,000) The BID contributes to the DBA to support its events, staff and marketing efforts to promote downtown. The DBA hosts events downtown that include Art Walks, Christmas Stroll, Music on Main, Crazy Days, Cruisin' on Main Car Show, Ladies Night, Bridal Walk and more. New Program ($20,000) The BID will be piloting a new program this year that could be alley snow removal, sidewalk pressure washing or another service the district considers to be necessary. Summer Flowers ($24,000) The BID purchases, installs and maintains (which includes watering 7 days a week) 265 hanging baskets of Super -Petunias. These flower baskets are hung throughout downtown from June through September on the historic lamp posts. This program grows each year as additional historic street lamps are installed downtown. Holiday Lighting ($4,500) The BID installs the following holiday lighting downtown: 1) lighted garland on each historic lamp post along Main Street; 2) lights on the large conifer trees in Soroptomist Park; 3) garland wreaths at the Rouse, Church, Wallace, and Grand intersections; and 4) the infamous holiday "spider" decoration above the downtown intersections. Maintenance Program ($54,550) The BID hires two full-time maintenance employees in addition to two part-time maintenance employees for the summer months. Primary tasks performed by the BID maintenance staff includes garbage collection, flower watering, tree watering, Soroptomist Park upkeep, installation of the light pole banners, maintenance of pedestrian benches, graffiti removal, and limited snow removal. The BID maintenance staff removed over 2850 bags of garbage and recycling during the past year. Graffiti Removal Program ($5,625) The BID comprehensive graffiti removal program is in its third year of operation. Since 2009, this program has removed 3500 graffiti tags. The BID maintenance staff removes tags from public property and works with property owners to clean private buildings of graffiti. The BID will continue to actively remove new tags as quickly as possible considering immediate removal has proven to be the most effective deterrent. Downtown Banners ($3,000) The BID purchases, installs and maintains the downtown light pole banners. Seasonally the BID installs banners for MSU, Bozeman Farmers Market, Bridger Bowl, Big Sky Resort, Sweet Pea, Yellowstone Forever, Bridgercare and Greater Yellowstone Coalition. Tree Replacement ($2,000) The BID replaces trees that have died in the downtown district. In coordination with the City Forestry Division, dead trees are removed and then replaced by a local nursery. Smaller newly planted trees are susceptible due to physical damage and insufficient water. The BID replaces between two and six trees a year. Downtown Marketing ($2,500) The BID contributes to the general marketing of downtown Bozeman. These funds are made available to the Downtown Partnership which places advertisements in ten to twelve local, regional and state-wide publications. Vehicle Maintenance ($6,850) The BID owns and maintains a maintenance truck and ATV. Maintenance Supplies ($5,625) The BID purchases a wide variety of maintenance supplies for various programs. Professional Services Agreement for the Administration and Management of the Downtown Bozeman Business Improvement District FY 2021 Page 11 of 12 Income BID Assessment $ 175,000 BID Assessment --residual - 3,300 Contract Income $ 17,000 Interest Income $ 100 Mobile Vending Fees $ 2,000 Flower Sponsorships $ 8,000 Board Savings for flowers $ 54,550 Christmas Light Sponsorships $ 4,000 Streetlamp Banners $ 9,000 Total Income $ 215,100 Expenses Management Fee Partnership Administration $ 35,000 District Manager $ 21,000 Total Expenses $ 56,000 Pavroll Exnenses Maintenance Staff $ 37,500 Taxes $ 3,300 Work Comp $ 2,250 Maintenance Staff --Garage $ 10,000 Taxes $ 750 Work Comp $ 750 Total Payroll Expenses $ 54,550 Proarams Pilot Sidewalk Cleaning and Alley Snow Removal $ 20,000 Downtown Bozeman Association (DBA) Support $ 25,000 Christmas Lights $ 2,000 Christmas Light Spider Repair $ 1,500 Christmas Lights Storage $ 1,000 New Banners $ 3,000 Flower Expenses $ 24,000 Flower Water $ 200 Tree Purchases $ 2,000 Marketing $ 2,500 Maintenance Supplies $ 3,000 Garbage Bags $ 2,625 Graffiti Supplies $ 1,125 Graffiti Contracted Removal $ 4,500 Mule Service & Fuel $ 1,500 Truck Service & Fuel $ 2,100 Vehicle Insurance $ 3,250 Program Contingency $ 1,000 Total Program Expenses $ 100,300 Total BID Expenses $ 210,850 NET ASSESSMENT INCOME $ 4,250 Professional Services Agreement for the Administration and Management of the Downtown Bozeman Business Improvement District FY 2021 Page 12 of 12