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HomeMy WebLinkAbout24 - Professional Services Agreements - VDA Inc. - Vertical Transportation Consultation DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 �U 9xx k PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 25th day of June , 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, VDA Inc., 50 West Broadway, Suite 300, Salt Lake City, UT 84101, 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 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 Effective Date and will expire on the 30th day of December, 2025, unless earlier terminated in accordance with this Agreement. 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 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: Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 1 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 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. Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 2 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 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 or damages of whatever kind or nature connected therewith the negligence of any parry 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 entirely from the City's performance under this Agreement, the City will represent itself and incur all costs and expenses of suit. Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 3 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 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—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 the Commercial General, Employer's Liability, 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. Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 4 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 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 Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 5 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 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 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. The parties 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 Max Ziegler, Facilities Assistant 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 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. Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 6 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 b. Contractor's Representative: The Contractor's Representative for the purpose of this Agreement shall be Dane Carollo,Vice President,Key Accounts,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 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 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. 15. 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 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 Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 7 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 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. 16. 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. 17. 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. 18. 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 Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 8 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 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. 19. 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. 20. 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 or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, and costs of in-house counsel including the City Attorney's Office staff. 21. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 22. 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. 23. Survival: Contractor's indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 24. 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. 25. Severability: If any portion of this Agreement is held to be void or unenforceable,the Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 9 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 balance thereof shall continue in effect. 26. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 27. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 28. 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. 29. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 30. 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. 31. 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. 32. Extensions: this Agreement may,upon mutual agreement,be extended for a period of one year by written agreement of the Parties. **** END OF AGREEMENT EXCEPT FOR SIGNATURES Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 10 of 11 DocuSign Envelope ID:A7194569-21C84619-6597-67EDCA59C61D5 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 VDA, INC. DocuSigned tVONTRACTOR(Type Name Above) DocuSigned by: ;ll DSned by: By R-1A lA (�'E-1- By F�,Oculg l i City $8$0$1BpA472 1D29D952A36D466... dllllidl Bell Print Name: ROBERT CUZZI Print Title: PRESIDENT APPROVED AS TO FORM: ByFDocuSigned by: S Av<a' 876992AC9ACA44B... Greg Sullivan, Bozeman City Attorney Professional Services Agreement for Professional Building Elevator Modernization Vertical Transportation Consulting Services Page 11 of 11 DocuSign Envelope ID:A71945B9-21C8-4619-B597-B7EDCA59C6D5 DocuSign Envelope ID:A71945B9-21C8-4619-B597-B7EDCA59C6D5 www.vdassoc.com VdA Elevator& E-mail:contact@vdassoc.com Escalator Consulting Phone:+1(406)646-2345 1 Fax:+1(856)354-8573 Leading The Way 945 Wyoming Street,Suite 150 1 Missoula,MT 59801 June 3, 2024 VIA E-MAIL: wziegler@bozeman.net Max Ziegler Assistant Facilities Superintendent City of Bozeman P.O. Box 1230 Bozeman, MT 59771 Re: Professional Building, 20 East Olive Street, Bozeman, MT Vertical Transportation Consultation Dear Mr. Ziegler: We appreciate the opportunity to propose our services for the Vertical Transportation Consulting work at the City of Bozeman Professional Building, 20 East Olive Street, Bozeman, MT 59715. Attached is our proposal outlining our Scope of Services, General Conditions and Fee that have been developed based on the information you provided. If this is acceptable, kindly sign and return the proposal via e-mail to aperezgvdassoc.com, at your earliest convenience. If this proposal does not represent your understanding of the project or if you need any additional information, please contact us as soon as possible. We look forward to working with you on this project. Very truly yours, 6 12WI Dane Carollo Vice President—Key Accounts RDC/ap Enclosure 2024-84484 Leading The Way in Elevator & Escalator Consulting Services DocuSign Envelope ID:A71945B9-21C8-4619-B597-B7EDCA59C6D5 www.vdassoc.com VdA Elevator& E-mail:contact@vdassoc.com Escalator Consulting Phone:+1(406)646-2345 1 Fax:+1(856)354-8573 -Leading The Way 945 Wyoming Street,Suite 150 1 Missoula,MT 59801 June 3, 2024 VIA E-MAIL: wziegler@bozeman.net Max Ziegler Assistant Facilities Superintendent City of Bozeman P.O. Box 1230 Bozeman, MT 59771 Re: Professional Building, 20 East Olive Street, Bozeman, MT Vertical Transportation Consultation Dear Mr. Ziegler: Based on the information provided, the following represents the agreement ("the Agreement") by and between VDA("Consultant") and the City of Bozeman (the "Client"). I. PURPOSE OF AGREEMENT A. The purpose of this Agreement is to state the terms and conditions under which Consultant will provide consulting services for the vertical transportation system in the referenced building, hereinafter referred to as the "Project." II. SCOPE OF WORK A. In accordance with the scope of services outlined in Section III below, provide vertical transportation consulting services for the modernization of one (1) hydraulic elevator located at the City of Bozeman Professional Building, 20 East Olive Street, Bozeman, MT 59715. III. SERVICES TO BE PERFORMED PHASE 4—SHOP DRAWING REVIEW A. Review vertical transportation shop drawings for compliance with the project specifications as well as applicable codes. Return a marked-up electronic copy in the standard turn-around period of ten (10) working days. VDA will not be responsible for expediting shop drawing submissions received from the Trade Contractor. Up to two (2) reviews are included for each submittal. PHASE 5—CONSTRUCTION SERVICES A. Attend a Contract Kick-Off meeting with the elevator contractor and the Client to discussion coordination of Related Building Work, Shop Drawing Submittals, Project Schedule and work site rules. Leading The Way in Elevator & Escalator Consulting Services DocuSign Envelope ID:A71945B9-21C8-4619-B597-B7EDCA59C6D5 Elevator 8, Escalator Consulting Leading Th.Way B. Upon completion of all work, conduct a thorough examination to compile a deficiency punch list. Monitor systems operation and record pertinent operating performance data for comparison purposes. Upon completion of this audit issue a list of items which require corrective action by the contractor. C. Perform a follow-up visit to verify that all punch list items are addressed by the elevator contractor in a satisfactory manner. Upon verification that all items are corrected, provide notice of completion and VDA's recommendation to issue remaining contract balance including retainage. IV. FEE A. The fee for Phases 4&5 will be the lump sum of$3,225.00, broken down as follows: 1. The Phase 4 fee will be the lump sum of$750.00, payable upon review of shop drawings. 2. The Phase 5 fee will be the lump sum of$2,475.00, payable in installments. Invoices will be issued monthly as work is performed. B. This proposal is based on this project being completed on or before 2/28/25.Should this projects completion extend beyond this date, the fee for the remaining services will be adjusted using an annual escalation rate of 5.0%. C. The Client shall be responsible for the payment of all applicable taxes (in addition to the fee specified in this Agreement) which may be imposed or assessed by the country, state or local jurisdiction in connection with the services provided by the Consultant. The Client shall indemnify and hold harmless the Consultant and its agents and employees against any such taxes, claims or liabilities. D. Any meetings or additional consulting services requested by the Client that are over and above the Scope of Work will be billed on a timecard basis using our current rates. E. It is expected that invoices will be paid within thirty (30) days of rendering. An interest of two percent (2%) will be compounded monthly and added to any invoice that is outstanding for over 120 days. F. In the event the Client fails to pay any outstanding invoices and it is turned over to a third party for collection, Client agrees to pay all of Consultant's costs and expenses of collection, including without limitation, reasonable attorney's fees and expenses incurred as a result of the foregoing. V. INDEMNIFICATION A. The Consultant shall be responsible only for the work performed directly by its employees or those persons retained by the Consultant to perform work in conjunction with this project and shall defend, indemnify and hold harmless the Client against claims, damages, actual out-of-pocket costs or actual out-of-pocket expenses (including, without limitation, reasonable attorney fees) arising out of such performance. City of Bozeman Facilities 20 East Olive Street 4 Bozeman, MT June 4,2024 1 2024-84484 DocuSign Envelope ID:A71945B9-21C8-4619-B597-B7EDCA59C6D5 Elevator 8, Escalator Consulting Leading The Way B. The Consultant shall not be responsible for the acts or omissions of the Client or any of the Client's other consultants, contractor(s), sub-consultant(s), their agents or employees, or other persons performing any of the work, and Client shall defend, indemnify and hold harmless the Consultant against claims, damages, actual out of pocket costs or actual out of pocket expenses (including, without limitation, reasonable attorney fees) arising out of any of the foregoing. C. The Consultant shall not be liable for any loss, damage, detention or delay resulting from any cause whatsoever beyond its reasonable control or resulting from a force majeure, including, without limitation,fire,flood, strike, lockout, civil or military authority, insurrection or war. D. The Consultant shall not be responsible for any consequential damages or punitive damages or damages based on a claim of loss of business, loss of business opportunity, or loss of revenue. E. Assignment. Neither party hereto shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that Consultant may assign its rights or delegate its obligations, in whole or in part, without such consent,to (a) any of its subsidiaries or affiliates, or(b) an entity that acquires all or substantially all of (i) the business or equity of Consultant or (ii) the assets of Consultant to which this Agreement pertains, in each case,whether by merger, reorganization,acquisition,sale,operation of law or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. VI. TERMINATION OF AGREEMENT A. This Agreement may be terminated by either party upon seven (7) days written notice thereof to the other party. B. In the event this Agreement is terminated by Client for any reason, Client will pay Consultant for all services rendered prior to and including the effective date of such termination. VI I. MISCELLANEOUS PROVISIONS A. This Agreement is binding upon the original parties and their respective heirs, assigns, administrators, executors or legal representatives (as permitted by this Agreement). B. Should one or more provisions within the Agreement be held invalid, illegal or unenforceable,the Agreement will be construed to survive such a holding and the invalid, illegal or unenforceable provisions will not affect any other provisions of the Agreement. C. This writing constitutes the sole intention of the parties. Any and all prior oral and/or written agreements or understandings between the parties are hereby suspended with respect to the subject matter hereof. D. The proposal set forth in this Agreement shall automatically terminate and be of no further force and effect unless the Client returns a duly executed counterpart of this Agreement to the Consultant within sixty(60) days of the date first set forth above,time being of the essence. City of Bozeman Facilities 20 East Olive Street 5 Bozeman, MT June 4,2024 1 2024-84484 DocuSign Envelope ID:A71945B9-21C8-4619-B597-B7EDCA59C6D5 Elevator 8, Escalator Consulting Leading Th.Way E. All communications under this Agreement shall be in writing, and shall be deemed to be sufficiently given and delivered by the party(i)on the date presented and a receipt is given if sent by Federal Express or other nationally recognized courier,or(ii)on the fourth(4t")day after having been mailed by certified mail, return receipt requested, to a party at the addresses set forth on the following page, or to such other address as such party may designate to the other party in writing. F. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. G. All work shall be designed in accordance with the applicable laws and regulations enforced by the local jurisdiction. Specifically, vertical transportation work shall conform with the ASME A17 family of codes for elevators, escalators, and related equipment, ASME A18 for wheelchair lifts, and ASME B20 for material lifts. Variances as may be required for specialty designs or existing conditions are not included in this proposal and shall be addressed as additional services. EXECUTED this day and year below written CLIENT: CONSULTANT: City of Bozeman VDA 9 By: By: Dane Carollo Title: Title: Vice President—Key Accounts Date Signed/Accepted: Address: P.O. Box 1230 Address: 945 Wyoming Street—Suite 150 Bozeman, MT 59771 Missoula, MT 59801 ALL SIGNATURES ARE RECOGNIZED AS ORIGINALS EXECUTION OF THIS SIGNATURE PAGE REPRESENTS THE ACCEPTANCE OF THE ENTIRE PROPOSAL RDC/ap 2024-84484 City of Bozeman Facilities 20 East Olive Street 6 Bozeman, MT June 4,2024 1 2024-84484 DocuSign Certificate Of Completion Envelope Id:A71945B921 C84619B597B7EDCA59C6D5 Status:Completed Subject:Complete with Docusign: Professional_Service_Agreement_-_VDA_Inc._-_Vertical_Transportation_Con... Source Envelope: Document Pages: 17 Signatures:3 Envelope Originator: Certificate Pages:5 Initials:0 Mike Maas AutoNav: Enabled Stamps: 1 PO Box 1230 Envelopeld Stamping: Enabled Bozeman, MT 59771 Time Zone: (UTC-07:00)Mountain Time(US& Mmaas@bozeman.net Canada) IP Address:69.145.83.100 Record Tracking Status:Original Holder:Mike Maas Location: DocuSign 6/25/2024 3:23:36 PM Mmaas@bozeman.net Security Appliance Status:Connected Pool:StateLocal Storage Appliance Status:Connected Pool:City of Bozeman Location: DocuSign Signer Events Signature Timestamp Robert Cuzzi ErlD29D952A36D466... OocoSigneed by_ Sent:6/25/2024 8:00:06 PM contracts@vdassoc.com � G�j'y� Viewed:6/26/2024 6:47:49 AM President Signed:6/26/2024 7:46:18 AM vda, Inc. Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address:69.74.237.194 Electronic Record and Signature Disclosure: Accepted:6/26/2024 6:47:49 AM ID:e786485b-f260-440a-96db-da3119846bc5 Greg Sullivan E876992ACgACA44B DmuSigned by: Sent:6/26/2024 7:46:19 AM gsullivan@bozeman.net Suw",& Viewed:6/26/2024 9:52:24 AM Bozeman City Attorney _ Signed:6/26/2024 9:52:33 AM City of Bozeman,Montana Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address:69.145.83.100 Electronic Record and Signature Disclosure: Accepted:6/26/2024 9:52:24 AM ID:Od250b9a-8141-4367-8e99-5faa61b2e4ca Chuck Winn ED—Si,nedby: Sent:6/26/2024 9:52:34 AM IIcwinn@bozeman.net 5 .. gRA4& 9Viewed:6/26/2024 10:04:59 AM 9 Y Manager Actin City Mana Signed:6/26/2024 10:05:14 AM City of Bozeman Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication (None) Using IP Address:69.145.83.100 Electronic Record and Signature Disclosure: Accepted:6/26/2024 10:04:59 AM ID:eclfld09-e938-4b02-89fe-f9de6b7fa48e Mike Maas Signed Sent:6/26/2024 10:05:15 AM mmaas@bozeman.net y Viewed:7/3/2024 9:53:05 AM City Clerk °4?' Signed:7/3/2024 9:53:13 AM City of Bozeman Security Level: Email,Account Authentication (None) Using IP Address:69.145.83.100 Signer Events Signature Timestamp Electronic Record and Signature Disclosure: Accepted: 1/6/20204:08:14 PM ID:79370d6f-72a4-4837-866f-9ec31 f00062f 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 Max Ziegler COPIED Sent:7/3/2024 9:53:15 AM wziegler@bozeman.net Viewed:7/3/2024 9:55:57 AM Facilities Project Coordinator City of Bozeman Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/2/2024 9:11:00 AM I D:7351 ca 1 b-bf95-48ff-9fc5-a 1 369b 1 0797f Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/25/2024 8:00:07 PM Certified Delivered Security Checked 7/3/2024 9:53:05 AM Signing Complete Security Checked 7/3/2024 9:53:13 AM Completed Security Checked 7/3/2024 9:53:15 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:7/9/2018 4:06:02 PM Parties agreed to:Robert Cuzzi,Greg Sullivan,Chuck Winn,Mike Maas,Max Ziegler 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. 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