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HomeMy WebLinkAbout22- Professional Services Agreement - Metcalf Architectual - Architecture InventoryProfessional Services Agreement for Architecture Inventory Project FY 2023 Page 1 of 15 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _______ day of _________________, 2022 (the “Effective Date”) by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, Metcalf Archaeological Consultants, Inc, with an address of 11495 W. 8th Suite 104, Lakewood, Colorado 80215. In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the date first written above and will terminate one year after the Effective Date. 3. Scope of Work: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services, Exhibit A (the “Services”). For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 4. Payment: City agrees to pay Contractor the amounts specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 9th August Professional Services Agreement for Architecture Inventory Project FY 2023 Page 2 of 15 Contractor will invoice the City monthly for Services completed, but not to exceed $56,400 prior to June 30, 2023. Contractor understands and agrees that City’s payments for Services rendered during the term of any extensions to this Agreement is contingent on the City Commission’s appropriation of sufficient funds in the applicable Fiscal Year budget for the Services. Should funds not be appropriated, this Agreement will terminate effective immediately, and such termination will be considered a Termination for City’s Convenience pursuant to Section 9 herein. 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 said 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, 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. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 3 of 15 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 and 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; (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 willful misconduct of the Contractor or Contractor’s agents or employees. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 4 of 15 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 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 any indemnitee described herein 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 indemnitee 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 indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against 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 or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. 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 subsection (a) of this Section. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 5 of 15 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 and 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; $2,000,000 annual aggregate; and Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, 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 sixty (60) 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: 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. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 6 of 15 In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. 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. 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 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 DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 7 of 15 entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor’s Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. 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: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be Loren Olsen 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 Loren Olsen as 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 listed above 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 Jennifer B. Lee 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, DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 8 of 15 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. 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 Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination: 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. The Contractor shall require these nondiscrimination terms of its sub-Contractors 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 DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 9 of 15 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 his 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 City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney’s Fees and Costs: That in the event it becomes necessary for either Party of this Agreement 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 to include City Attorney. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 10 of 15 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. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 11 of 15 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 therein 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. Extensions: This Agreement may, upon mutual agreement, be extended for up to four (4) additional one-year terms by written agreement of the Parties. 31. Section 3 of the Housing and Urban Development Act of 1968: The contractor will ensure that to the greatest extent feasible opportunities for training and employment arising in connection with this CDBG-assisted project will be extended to lower income project area residents. Further, the contractor will, to the greatest extent feasible, utilize business concerns located in or substantially owned by residents of the project area, in the award of contracts and purchase of services and supplies. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 12 of 15 IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA Metcalf Archaeology By________________________________ By __________________________________ Jeff Mihelich City Manager Jennifer B. Lee, Project Manager APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 13 of 15 Exhibit A – SCOPE OF SERVICES Project Overview The Architecture Inventory Project purpose is to survey and collect architectural, historic and neighborhood character data in order to continue supporting the City of Bozeman’s Historic Preservation and Neighborhood Conservation Overlay District programs. This project seeks to continue the efforts of previous city architectural inventory surveys dating back to the early 1980s. Information generated from this architectural inventory survey will enable the City of Bozeman Historic Preservation staff make informed land use decisions in accordance with the City’s Strategic Plan, Historic Preservation and Neighborhood Conservation Overlay District ordinances. The consultant shall employ at a minimum the services of an Architectural Historian qualified in accordance with the National Park Service Professional Qualification Standards as well as any and all other specialty disciplines necessary to complete the project as described. Architectural Inventory Services not to exceed $56,400 for Fiscal Year 2022. $50,000 has been allocated through City Budget funds FY 2023 and $6400 has been granted from the State Historic Preservation Office for the Certified Local Government (CLG) Grant (see attached agreement). Architectural Inventory Survey services will be as requested on an individual project by project basis as requested by the City of Bozeman. Initiation of Work In implementing this “multi-order” contract the City of Bozeman will request Metcalf Archaeological Consultants, Inc. (Metcalf) to perform an architectural inventory survey on a project by project basis. The consultant will be provided with a detailed list of particular properties that will undergo an architectural survey, consultant will be provided with property list at time of project initiation. The number of properties to document is not set but will be established later in consultation between the two parties with consideration of the budget. The consultant will be expected to provide the City of Bozeman with the property owner contact information prior to initiating survey work, after property owners have been notified by the City of Bozeman staff, staff will give the approval to perform architectural inventory survey services of listed properties. Architectural Inventory Survey Services The City of Bozeman’s Architecture Inventory project requires 3 intensities of architecture survey work to be completed by a consultant. These intensities are intended to inform a variety of planning initiatives relating to the City’s well established Neighborhood Conservation Overlay District and Historic Preservation program. Both of these programs utilize a mixture of historic DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 14 of 15 eligibility data and neighborhood defining characteristics that inform the in-house plan review within the districts. It is staff’s goal to make informed decisions regarding the long term application of these two programs and have updated data for plan review, as well as inform long term planning decisions. The completion of all 3 levels of survey are to be documented with the Architecture and Engineering Form available from the Montana State Historic Preservation Office, and remain in an editable format to allow updates and future intensities of survey to occur. All survey intensities will have a base of information that will be consistent such as Address, Legal Locations, photographs and maps. Additionally, the consultant will provide all property owner contact information for all properties surveyed regardless of survey level. Level I – Reconnaissance & Neighborhood Character Elements The Level I survey is intended to record and review architectural character elements and propose a “Field” recommendation regarding the potential for eligibility. The Field recommendation for potential eligibility is to be written under the Architectural Description section of the Architecture and Engineering Form. Field recommendation can result in an “unevaluated” determination to warrant further investigation. Level I survey will contain in a detailed description of elements that relate to the overall general development patterns of the property. These elements should include but are not limited to: structure stories, materials, fenestration patterns, roof types, architectural style and form, porches, chimney, landscaping patterns etc. Level II – Full Level Survey Level II is a more intensive survey that will require historic research and a more detailed architectural description. This survey level will result in a formal determination of “Eligible” vs. “Non-Eligible” that will be recorded on the Montana History Property Record form. Level III – Additional Survey Work The Level III survey category will be utilized for a variety of architectural survey services, including but not limited to architectural documentation, National Register Nomination writing or in-depth architectural survey work. All Level III services, if needed, will be determined and costed at a later date, in agreement, in writing with consultant. Suggested Architectural Survey- Survey Level Detail: I II III 1. Property Address Information X X X 2. Historic Address (if applicable) / Property Owner Information X X X 3. Legal Location X X X 4. UTM Reference X X X 5. County X X X DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Professional Services Agreement for Architecture Inventory Project FY 2023 Page 15 of 15 6. Historic Name & Use X X X 7. Contact Information X X X 8. Architectural Description and Character Elements: X X X 9. History of Property X X 10. Information Sources/ Bibliography X X 11. Eligibility X X 12. Statement of Significance X X 13. Integrity Description X X 14. Photos & Maps X X X D. Schedule of Deliverables. The consultant will complete the services required under this Schedule of Deliverables and submit the required forms and related documentation in accordance with the following schedule: 1. Project Schedule. Within 5 days after the notice to proceed, Metcalf will provide the list of properties to be surveyed and a project schedule to be reviewed by City staff. This can be accomplished via email. 2. Preliminary Submission. Within a reasonable time frame, Metcalf will submit a sample of survey forms and related documentation to be reviewed by staff. This submission will also be reviewed by the Historic Preservation Advisory Board (HPAB) to identify any potential problems and all time for correction/clarification of the work to be completed. 3. Final Submission. Within a reasonable time frame after the project concludes work submit to staff completed Architecture and Engineering Forms in a digital and editable electronic and hard copy for review. Project will not be complete until staff has evaluated submitted Architecture and Engineering Form for completeness and accuracy. These forms will be available for property owners to review and comment on. Length of Services The scheduling for completion of the architectural survey work will proceed on a project by project basis. All projects will be complete in a timely and efficient manner. It is to be understood that the consultants will respond to individual project requests as indicated in this scope. The duration of services may be extended by a “Contract Extension” if mutually agreed to in writing. This contract may be renewed on a yearly basis depending on available funds and need of contracted work, whichever comes first. Budget This professional Services Agreement is an indefinite quantity agreement whereby the consultants agrees to furnish services during a prescribed period of times. The specific period of times completes such a contract. The City of Bozeman has established an estimated budgetary ceiling of $56,400 for this agreement. DocuSign Envelope ID: D7B0B70C-0F88-46B4-BC7A-C58AF4B05560 Certificate Of Completion Envelope Id: D7B0B70C0F8846B4BC7AC58AF4B05560 Status: Completed Subject: Please DocuSign: PSA Metcalf Architectural - Architecture Inventory Project.pdf Source Envelope: Document Pages: 15 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Mike Maas AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) Stamps: 1 PO Box 1230 Bozeman, MT 59771 Mmaas@bozeman.net IP Address: 69.145.83.100 Record Tracking Status: Original 8/10/2022 8:22:50 AM Holder: Mike Maas Mmaas@bozeman.net Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Bozeman Location: DocuSign Signer Events Signature Timestamp Greg Sullivan gsullivan@bozeman.net Bozeman City Attorney City of Bozeman, Montana Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.145.83.100 Sent: 8/10/2022 8:27:42 AM Viewed: 8/10/2022 8:42:49 AM Signed: 8/10/2022 8:42:58 AM Electronic Record and Signature Disclosure: Accepted: 8/10/2022 8:42:49 AM ID: 109830e0-52c3-49f8-81d9-0fd9747ce54c Jeff Mihelich jmihelich@bozeman.net City Manager City of Bozeman Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.145.83.100 Sent: 8/10/2022 8:42:59 AM Viewed: 8/10/2022 3:25:00 PM Signed: 8/10/2022 3:25:06 PM Electronic Record and Signature Disclosure: Accepted: 1/21/2021 4:45:38 PM ID: fa33eb7e-341c-4043-a571-93ac4014fb87 Mike Maas mmaas@bozeman.net City Clerk City of Bozeman Security Level: Email, Account Authentication (None) Signed Using IP Address: 69.145.83.100 Sent: 8/10/2022 3:25:08 PM Viewed: 8/10/2022 3:50:28 PM Signed: 8/10/2022 3:50:35 PM Electronic Record and Signature Disclosure: Accepted: 1/6/2020 4:08:14 PM ID: 79370d6f-72a4-4837-866f-9ec31f00062f In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Jennie Lee jlee@metcalfarchaeology.com Security Level: Email, Account Authentication (None) Sent: 8/10/2022 3:50:37 PM Viewed: 8/11/2022 8:04:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sarah Rosenberg srosenberg@bozeman.net Security Level: Email, Account Authentication (None) Sent: 8/10/2022 3:50:37 PM Electronic Record and Signature Disclosure: Accepted: 4/18/2022 12:35:49 PM ID: 30718c59-d988-4327-8a8d-4f1e1e84a3c2 Taylor Chambers tchambers@bozeman.net Deputy City Clerk City of Bozeman Security Level: Email, Account Authentication (None) Sent: 8/10/2022 3:50:38 PM Electronic Record and Signature Disclosure: Accepted: 3/24/2022 1:28:15 PM ID: 7770590b-35e8-4919-90d1-558ea0905ea5 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/10/2022 8:27:42 AM Certified Delivered Security Checked 8/10/2022 3:50:28 PM Signing Complete Security Checked 8/10/2022 3:50:35 PM Completed Security Checked 8/10/2022 3:50:38 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, City of Bozeman (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/9/2018 4:06:02 PM Parties agreed to: Greg Sullivan, Jeff Mihelich, Mike Maas, Sarah Rosenberg, Taylor Chambers How to contact City of Bozeman: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: jolson@bozeman.net To advise City of Bozeman of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at jolson@bozeman.net and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from City of Bozeman To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to jolson@bozeman.net and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Bozeman To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to jolson@bozeman.net and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. 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Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the ‘I agree’ button below. By checking the ‘I agree’ box, I confirm that:  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify City of Bozeman as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Bozeman during the course of my relationship with you.