HomeMy WebLinkAbout24 - Professional Services Agreements - 120Water. Inc - Coordinate Lead and Copper Sampling for Compliance 2025
Professional Services Agreement with 120Water
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of ____________, 2024
(“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, 120 Water, Inc. (d/b/a 120Water), 250 Elm Street,
Zionsville, IN 46077, hereinafter referred to as “Contractor.” The City and Contractor may be referred
to individually as “Party” and collectively as “Parties” (whether or not capitalized).
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 (the “Services”).
2. Term/Effective Date: This Agreement is effective upon the Effective Date and will
automatically terminate upon completion of the Services or December 31, 2025, whichever is earlier.
3. Scope of Services: Contractor will perform the work and provide the services in
accordance with the requirements of the Scope of Services. For conflicts between this Agreement and
the Scope of Services, unless specifically provided otherwise, the Agreement governs.
4. Payment: City agrees to pay Contractor the amount specified in the Scope of
Services. Any alteration or deviation from the described services that involves additional costs above
the Agreement amount will be performed by Contractor only 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.
Any fees hereunder not paid when due will be subject to a late charge of one and one-half
percent (1½%) per month on the unpaid balance or the maximum rate allowed by law, whichever is
less. If City account is fifteen (15) days or more overdue, then Contractor may, in addition to any of
its other rights or remedies, suspend providing the Services until such amounts are paid in full. If City
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brings its account current within fifteen (15) days after suspension commences, then Contractor will
restart access to the Services. If such failure to pay has not been cured within thirty (30) days of the
payment due date, then upon written notice, Contractor may terminate this Agreement and any Scope
of Services.
5. Intellectual Property:
a. Definitions:
i. “120Water Platform” means Contractor’s proprietary online hosted
software platform, website, operating systems, hardware, and other technical resources used
by Contractor to provide the Services.
ii. “City Data” means all electronic data (including, but not limited to,
Personal Information, such as names, addresses, and contact information of City residents),
uploaded by City or Contractor to the 120Water Platform.
iii. “Deliverables” means (A) the deliverables (e.g., custom reports)
specified in an applicable Scope of Services (attached hereto or as entered into and signed by
both parties during this Agreement) that are expressly created by Contractor for City and
(B) all reports provided or made accessible to City pursuant to the Scope of Services.
iv. “Derivative Data” means collectively, (A) information derived or
generated from or based on City Data, but not containing City Data, (B) City Data which has
been de-identified or anonymized so that it no longer identifies a specific individual; and,
(C) City Data which has been aggregated with other data but which no longer identifies a
specific individual or City.
v. “Documentation” means the user guides and specifications for the
Services that are made available from time to time by Contractor in electronic or tangible
form, but excluding any sales or marketing materials.
vi. “Usage Data” means statistical data related to City’s access to and use
of the Services and data derived from it that is used by Contractor, including to compile
statistical and performance information related to the provision of the Services and operation
of the 120Water Platform.
b. Ownership and Use:
i. Subject to the limited rights expressly granted hereunder, Contractor
reserves all rights, title and interest in and to the 120Water Platform, including, but not limited
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to, all software, technology and other materials associated therewith, all Documentation and
content (excluding City Data), and all copies, modifications, upgrades, enhancements and
derivative works thereof, and all of Contractor’s trademarks, names, logos, and all rights to
patent, copyright, trade secret and other proprietary or intellectual property rights therein. No
rights are granted to City hereunder other than as expressly set forth herein. As between
Contractor and City, City owns all City Data and Deliverables. Contractor may use the City
Data, trademarks and trade names of City in connection with provision of the Services to City.
ii. If City provides or otherwise makes available to Contractor any
feedback, suggestions, recommendations, data, or other input regarding the 120Water
Platform, Services, or Documentation, or resulting from City’s use thereof (collectively,
“Feedback”), City agrees to and does hereby assign to Contractor all right, title, and interest
in and to all Feedback. Contractor shall not publicly identify City in any use of the Feedback.
City has no responsibility or liability for any Feedback or for Contractor’s use thereof.
Contractor agrees to indemnify, defend, and hold harmless City for any use by Contractor of
any Feedback.
iii. Contractor shall irrevocably own all Derivative Data and Usage Data
and may use or disclose it in any way it chooses. This Section 5.b.iii. shall survive any
expiration or termination of this Agreement.
iv. Upon City’s request within thirty (30) days after the expiration or
termination of this Agreement, Contractor will provide City with a copy of City Data held by
Contractor. Upon expiration of such thirty (30) day period, Contractor shall convert City’s
account to an inactive status. Contractor is obligated to delete all City Data after City’s account
converts to inactive status. The confidentiality obligations as are set forth in this Section 5.b.iv.
shall remain in force and effect at all times during this Agreement, and (A) with respect to
confidential information that constitutes a trade secret under applicable law, for so long as
such trade secret status has not been lost; and (B) with respect to confidential information that
does not constitute a trade secret, for five (5) years after termination or expiration of this
Agreement, and (C) with respect to Personal Information held by Contractor, forever.
6. Confidentiality: During this Agreement and after any expiration or termination, other
than as expressly permitted otherwise under this Agreement, each party as recipient shall maintain
confidential any information of the disclosing party comprising confidential, proprietary, or
nonpublic information. In the event a third party makes a request of City for information under any
applicable open records act for documents or information related to this Agreement which may be
subject to exclusion from disclosure based on confidential information or trade secrets, City will
advise Contractor that a request has been made and allow Contractor an opportunity to object to
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disclosure, subject to the requirements of the open records act.
7. 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 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.
8. Service Warranty: 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 in accordance with generally accepted
industry standards and in accordance with the applicable Scope of Services (all of the foregoing
collectively referred to as the “Service Warranty”). City must report to Contractor in writing any
failure of the Services to materially conform to the Service Warranty within ninety (90) days of
performance of such Services in order to receive warranty remedies. Warranties for third-party
products are governed under the applicable third-party warranty terms, and City expressly
acknowledges that Contractor has no obligations with regard to third-party products. Except for the
warranties expressly stated herein, contractor provides all services as-is, and contractor disclaims all
other warranties, express or implied, including, but not limited to, warranties of merchantability,
fitness for a particular purpose, title, and non-infringement.
9. 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
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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 between
Contractor and its personnel of any type arise or materialize which, in turn, cause any Services to
cease for any period of time, Contractor agrees to promptly take reasonable 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.
10. 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 third-party 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, 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 third-party 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.
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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.
Contractor also waives any and all claims and recourse against the City, including the right of
contribution for loss or damage to person or property arising from, growing out of, or in any way
connected with or incident to the performance of this Agreement except “responsibility for [City’s]
own fraud, for willful injury to the person or property of another, or for violation of law, whether
willful or negligent” as per 28-2-702, MCA.
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 – as required by applicable statutory requirements;
● Employers’ Liability - $1,000,000 per occurrence; $1,000,000 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; $1,000,000 annual aggregate.
The City shall be endorsed as an additional or named insured on a primary non-contributory
basis on the Commercial General and Employer’s Liability policies. The insurance and required
endorsements 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
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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.
11. Termination for Contractor’s Fault:
a. If Contractor, after receiving notice of breach from City for either of the
following and failing to cure such breach within thirty (30) days of receipt of such notice,
(i) fails to perform any of its obligations under this Agreement or (ii) 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 11, Contractor shall be
entitled to payment only for those services Contractor actually rendered.
c. Any termination provided for by this Section 11 shall be in addition to any
other remedies to which the City may be entitled under the law or at equity.
12. Termination for 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 providing at least thirty (30) days’ prior 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 therein, the Contractor shall immediately cease performance under this
Agreement and make reasonable efforts to refrain from continuing work, incurring additional
expenses or costs under this Agreement and, where reasonably practicable, shall promptly
cancel all existing orders or contracts. Contractor shall do only such work as may be necessary
to preserve, protect, and maintain work already completed or immediately in progress.
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c. In the event of a termination pursuant to this Section 12, Contractor is entitled
to payment through the remainder of the then-current subscription term (as set forth in Exhibit
A or the applicable order form agreed to in writing by the parties).
13. Limitation on Damages:
Except for intellectual property infringement, breach of confidentiality, indemnification
obligations, or City’s payment obligations, in no event shall either party’s total aggregate liability
arising out of or related to this agreement, whether in contract, tort or under any other theory of
liability, exceed two times the amounts paid by City under the Scope of Services ($29,682.88) for the
services for which liability is claimed in the twelve (12) months immediately preceding the incident
giving rise to liability.
Except for intellectual property infringement, breach of confidentiality, indemnification
obligations, and notwithstanding anything to the contrary in this agreement, the parties expressly
agree that in no event shall either party have any liability to the other party for any lost profits or for
any indirect, incidental punitive, consequential or special damages of any kind or nature however
caused, including without limitation damages for loss of goodwill, substitute goods or services, work
stoppage, lost profits or computer failure incurred by either party or any third party, whether in
contract, tort or under any other theory of liability, whether or not the party has been advised of the
possibility of such damages.
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.
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.
14. Representatives and Notices:
a. City’s Representative: The City’s Representative for the purpose of this
Agreement shall be Jill Miller, Water Treatment Plant Superintendent, 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
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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 Ethan Miller 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 the Party’s address shown above during normal
business hours of the recipient; or when sent, if sent by email (with a read receipt) to the email
address 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.
15. 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.
16. 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.
17. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by
Contractor of persons performing this Agreement shall be on the basis of merit and qualifications.
The Contractor will have a policy to provide equal employment opportunity in accordance with all
applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will
not refuse employment to a person, bar a person from employment, or discriminate against a person
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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.
18. 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.
19. 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 assign
Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior
written consent of the City; provided that Contractor may assign, convey, or transfer (whether by
contract, merger, or operation of law) (collectively “assign” and its cognates) without City’s consent
any or all of Contractor’s rights or obligations under this Agreement in connection with a merger,
acquisition, corporate reorganization, or sale of all or substantially all of Contractor’s assets or equity,
provided that Contractor reasonably believes the assignee has the operational ability to perform
Contractor’s obligations under this Agreement. Contractor will provide reasonable notice to City of
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any merger or acquisition and the City may choose to terminate in its discretion as a termination for
convenience under section 12. Any assignee will be bound by all of the terms and conditions of this
Agreement.
20. Subcontractors:
a. Contractor may engage subcontractors to perform or to support Contractor’s
performance of portions of the Services provided or made available to substantially all of
Contractor’s customers (e.g., data hosting, water testing, and other service providers),
provided that Contractor may not subcontract to a subcontractor dedicated to City’s account
any custom Services or custom-created Deliverables specifically purchased only by City (and
set forth in a separate Scope of Services) without City’s prior written consent, such consent
not being unreasonably withheld, delayed, or conditioned. Contractor shall provide the City
with a list of all subcontractors employed.
b. Contractor remains fully responsible for the acts and omissions of any
subcontractor, just as Contractor is for its own acts and omissions, and Contractor shall remain
fully responsible and liable for the timely completion of the Services.
c. Contractor is solely liable for any and all payments to subcontractors.
Contractor shall hold applicable portions of all payments received from the City in trust for
the benefit of subcontractors, and all such payments shall be used to satisfy obligations of the
Services before being used for any other purpose. Contractor shall make any payments due
to any subcontractor within seven (7) days of Contractor’s receipt of payment, including a
proportional part of the retainage Contractor has received from the City. In the event of a
dispute regarding any subcontractor’s invoice, Contractor shall promptly pay the undisputed
amount to the subcontractor and notify the subcontractor in writing of the amount in dispute
and the reasons for the dispute. Any withholding of payment must comply with the
requirements of §28-2-2103, MCA. In the event Contractor is unwilling or unable to make
timely and proper payment to any subcontractor, City may elect to withhold any payment
otherwise due to Contractor and upon seven (7) days’ written notice to Contractor, may pay
subcontractor by direct or joint payment.
21. Reports; Public Information: Contractor agrees to develop and/or provide
documentation as reasonably 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.
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22. Non-Waiver: A waiver by either party of any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other party’s right to enforce such term
or conditions or to pursue any available legal or equitable rights in the event of any subsequent default
or breach.
23. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to
retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice
required herein, then the prevailing Party shall be entitled to reasonable attorney's fees and costs.
24. Force Majeure: Any delay in performance (other than for the payment of amounts
due; provided, such non-payment does not exceed thirty (30) days) caused by conditions beyond the
reasonable control of the performing party (“Force Majeure Event”) is not a breach of the Agreement.
The time for performance will be extended for a period equal to the duration of the conditions
preventing performance; provided that the party prevented from performing its obligations: (a) has
promptly notified the other party upon becoming aware that any Force Majeure Event has occurred
or is likely to occur, (b) uses commercially reasonable efforts to implement a workaround and to
minimize any delay in or interference with the performance of its obligations under the Agreement,
and (c) did not cause or contribute to the cause of the Force Majeure Event. If the Force Majeure
Event renders the Services completely unavailable for more than thirty (30) consecutive days, then
City may terminate the Agreement upon written notice to Contractor (in which case City will receive
a refund of prepaid fees starting from the beginning of the period of unavailability due to such
conditions). For the avoidance of doubt, City is not obligated to pay Contractor during the period
when a Force Majeure Event renders the Services unavailable.
25. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
26. 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.
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27. Survival: Contractor’s indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law. The following Sections shall
also survive any termination or expiration of this Agreement: Section 5 (Intellectual Property), 6
(Confidentiality), and 13 (Limitation of Liability).
28. 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.
29. Severability: If any portion of this Agreement is held to be void or unenforceable, the
balance thereof shall continue in effect.
30. Applicable Law: The parties agree that this Agreement is governed in all respects by
the laws of the State of Montana.
31. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the parties.
32. 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.
33. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
34. 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. This Agreement may be modified only in writing signed by both parties.
35. 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 ****
Docusign Envelope ID: AA35F0A8-3365-4018-BAC5-A70368B8C01E
Professional Services Agreement with 120Water
Page 14 of 15
Docusign Envelope ID: AA35F0A8-3365-4018-BAC5-A70368B8C01E
Professional Services Agreement with 120Water
Page 15 of 15
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 120 Water, Inc.
CONTRACTOR
By________________________________ By__________________________________
Chuck Winn, City Manager
Print Name: ___________________________
Print Title: ____________________________
APPROVED AS TO FORM:
By_______________________________
Greg Sullivan, Bozeman City Attorney
Docusign Envelope ID: AA35F0A8-3365-4018-BAC5-A70368B8C01E
CEO
Megan Glover
•Develop Program Model Blueprint with the
client to establish goals, program timeline,
preferences on documentation and
communication strategy, and to review
services
•Perform one-time Implementation for the
LCR sampling program, including software
provisioning, documentation development,
120Water Support Team Internal Knowledge
Transfer, Accredited Laboratory Kickoff, and
Software Platform Training
LCR Compliance Overview
What we do...
Client Delivery Services
•Implementation and Client Kickoff
•Go-Live! strategy and communication for
outreach and/or testing kits
•On-going management and coordination with
every sample
•Lab review and data keeping
•Consumer Notification sending
•Maximum Contaminant Level Alerts, if applicable
•Support Team to assist residents throughout
•A designated LCR Program Consultant to help
oversee progress and to provide weekly updates
•Assistance with reporting at the end of the
monitoring period
For questions on Client Delivery for LCR Sampling, please reach out to 120Water's Sampling Practice
Lead, Taylor, at taylor@120water.com
•Import approved Tier sites into our Public Water
System platform, and set up program and events
for sampling monitoring, kit tracking, result
record-keeping and reporting purposes
•Outbound and inbound outreach, which could
include phone calls, emails, texts, letters and/or
postcards, to residents throughout the sample
period; 5 points of outreach are included with your
testing kit purchase
•Coordination with the lab on sample receipt and
intake, and QAQC process for all CoCs
•Result notification mailing to residents within 5
business days of receipt of results
•Assistance with reporting to state primacy,
including progress review with lab partners and/or
gathering required documents for public water
systems to submit
Lead and Copper RuleCompliance Monitoring
From providing sample kits to centralizing your data,
executing customer communication and delivering
program support through our team of industry experts,
120Water can ensure you are always on top of LCR
compliance.
120Water.com
What we do NOT do...
•Select or approve Tier sites
•Perform specialized or
customized data reports
•Report Lead or Copper
results to your state
Primacy Agency
•Give health advice to
consumers
Docusign Envelope ID: AA35F0A8-3365-4018-BAC5-A70368B8C01E
Signed Contract & Client
Onboarding
From the time of closing the contract, 120Water will
work to begin introductions and to perform client
onboarding with the 120Water Client Experience
Manager. From there you will be assigned a
Compliance Program Consultant to lead your LCR
efforts.
Program Model Blueprint
Development & Client Kickoff
Your Program Consultant will lead your team through
development of your LCR specific Program Model
Blueprint, which outlines programmatic timeline,
goals, preferences & all things implementation for
your event. This can take place within two weeks after
your contract closes, or eight weeks prior to the start
of your LCR monitoring event, depending on when
your monitoring event starts!
120Water Public Water System
Software Platform & Implementation
The implementation of your LCR monitoring event
typically takes six - eight weeks prior to day one of
your sampling period (i.e. January 1, June 1 or July 1).
Implementation includes kickoff, development of
material, software provisioning, lab and support team
kickoffs, fulfillment team kickoff, and preparation to
Go-Live! with outreach to residents or sending testing
kits.
Lead & Copper Rule - Timeline Lead & Copper Rule - Go-Live!
Distribution of Kits & Resident
Outreach
120Water will help you progress through the
onboarding and implementation phases of your client
journey, ultimately working towards making that first
point of contact with your consumers! Outreach to
residents should include an introduction to 120Water &
the partnership with your utility, and should be
distributed anywhere from six to two weeks prior to the
start of your monitoring event, depending on your
preferences and when your contract is signed.
On-going Execution & Management
Your 120Water team, including your dedicated Program
Consultant and the 120Water Support Team, will be
hard at work throughout your LCR event, monitoring
and tracking sample kits, ensuring all sample protocols
have been met, and working closely with your assigned
state accredited laboratory. Your team will be provided
with weekly Progress Reports throughout the
monitoring period, and you will have 24/7 access to
your 120Water Software Platform to check status of kits
or to review results.
Reporting to Primacy Agency
As the end of the monitoring period approaches,
120Water will continue to monitor those final samples,
coordinate with the laboratory for reporting purposes,
and monitor your state Drinking Water Watch for LCR
results to post, if applicable. The utility is responsible for
submitting any required documentation or forms to the
state primacy agency - this includes Distribution of
Consumer Notice forms, 90th Percentile forms, and
examples of result letters sent to residents. Most of our
laboratories can report lead and copper results to the
state directly. 120Water will assist you in gathering
information for submission, but cannot submit on your
behalf.
The Lead & Copper Rule is part of 120Water’s suite of solutions for water professionals.
Learn more about our full range of tools, kits, and services at 120water.com
120Water.com
Recommended Timeline for Success!
Onboarding
o Standard - October or April
o Reduced - March
Kickoff & Implementation
o Standard - October through December
or April through June
o Reduced - March through May
Outreach & Go-Live!
o Standard - December or June
o Reduced - MayStart Early!
Docusign Envelope ID: AA35F0A8-3365-4018-BAC5-A70368B8C01E
City of Bozeman - MT
City of Bozeman - MT
121 N Rouse Ave, -
City of Bozeman, MT 59715
United States
Reference: 20240521-105759401
Quote created: May 21, 2024
Quote expires: June 20, 2024
Quote created by: Ethan Miller
ethan.miller@120water.com
Comments from Ethan Miller
Contract start date is time of signature
Products & Services
Item Name & Description Unit Price Quantity Term
(months)
PWS Pro $7,500.00
/ year
1 12
Compliance Sampling Managed Service (LCR/LCRR
Compliance) (Up to 5,000) - 1x
$5,000.00 1 12
1 Bottle 1L Kit $34.74 36 12
1 Bottle Lead & Copper Test $36.36 30 12
PWS Software Platform with Inventory, Program and Event
Management and Workflows
Annual Managed Service to monitor and support LCR/LCRR
Compliance Sampling
1 Bottle Compliance Kit
Lead and copper analytes testing for 1 bottle
Docusign Envelope ID: AA35F0A8-3365-4018-BAC5-A70368B8C01E
Annual subtotal $7,500.00
One-time subtotal $7,341.44
Total $14,841.44
Purchase terms
Net 30 Billing
Invoice Terms:
Billing Street Address:
Billing City:
Billing State:
Billing Zip Code:
Billing Country:
Billing Notes (if applicable):
This Order Form, together with the Master Services Agreement available at https://120water.com/master-
services-agreement/ (the “MSA”), shall become a legally binding contract upon the earlier of (a) the date both
parties execute the Order Form or (b) the date Customer initially began using the Services. Any capitalized
word not otherwise defined in this Order Form shall have the same meaning as set forth in the MSA.
120Water may reject this Order Form if: (1) the signatory below does not have the authority to bind Customer
to this Order Form, (2) changes have been made to this Order Form (other than completion of the purchase
order information and signature block), or (3) the requested purchase order information or signature is
incomplete or does not match our records or the rest of this Order Form. Subscriptions are non-cancelable
before their end of the Term.
Docusign Envelope ID: AA35F0A8-3365-4018-BAC5-A70368B8C01E
Signature
Signature Date
Printed name
Countersignature
Countersignature Date
Printed name
Questions? Contact me
Ethan Miller
ethan.miller@120water.com
120Water
250 S Elm St
Zionsville, IN 46077
US
Docusign Envelope ID: AA35F0A8-3365-4018-BAC5-A70368B8C01E