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HomeMy WebLinkAbout26 - Professional Services Agreements - Montana Legal Services Association - BZN TRC ProgramPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 4th day of August, 2026(“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, Montana Legal Services Association with a mailing address of 616 Helena Ave #100, Helena MT 59601, hereinafter referred to as “Contractor.” 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 to this Agreement 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 31st day of July 2027 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 City and will become an additional charge over and above the amount listed in the Scope of Services. City must agree in writing upon any additional charges. Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 1 of 13 Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 2 of 13 5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor represents and warrants: 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 experience and ability to perform the services required by this Agreement. c. Contractor will perform the services in a professional, competent, and timely manner and with diligence and skill. d. Contractor has the power to enter into and perform this Agreement. e. Contractor’s performance of this Agreement must 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. Contractor agrees 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: The Parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of City for any purpose. Contractor is not subject to the terms and provisions of City’s personnel policies handbook and is not considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent City or otherwise bind City in any dealings between Contractor and any third Parties. Contractor must 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 must maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor must furnish 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. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 3 of 13 7. Labor Relations: If any labor problems or disputes arise during this Agreement, which cause any services to cease for any period of time, Contractor agrees to take immediate steps in its discretion, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. Contractor bears all costs of any related legal action. Contractor must provide immediate relief to City so as to permit the services to continue at no additional cost to City. Contractor acknowledges and agrees that City will not be a Party to any labor disputes between Contractor and any subcontractors or third Parties. 8. Indemnity: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any Party or Parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of 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 Contractor or Contractor’s agents or employees. For any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. Contractor must 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. Contractor’s obligations in this Section must 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). Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 4 of 13 Contractor’s indemnity under this Section must 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 Contractor to assert its right to defense or indemnification under this Agreement or under Contractor’s applicable insurance policies required below, the City must 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 Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. In the event of an action filed against the City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. These obligations must survive termination of this Agreement and the services performed hereunder. 9. Insurance: In addition to and independent from Contractor’s indemnity obligations under Section 8, Contractor must, 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 Contractor in this Section. The insurance coverage must not contain any exclusion for liabilities specifically assumed by Contractor in Section 9. The insurance must be occurrence-based, and cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by City without limit and without regard to the cause. Contractor must furnish to City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers’ Compensation – statutory; • Employers’ Liability - $300,000 per claim; $300,000 per occurrence; • Commercial General Liability - $1,000,000 per claim; $2,000,000 aggregate; • Automobile Liability - $1,000,000 per accident; and • Professional Liability (including legal malpractice coverage) - $1,000,000 per claim; $1,000,000 per occurrence. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 5 of 13 The above amounts must be exclusive of defense costs. City must be endorsed as an additional 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 approved by City and must include no less than a thirty (30) day notice of cancellation or non- renewal. Contractor must notify City within five (5) 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. City must approve all insurance coverage and endorsements prior to Contractor commencing work. Alternative: Contractor must provide City a certificate of insurance prior to commencing work. City must approve the limits shown on the certificate prior to commencing work. City’s approval of the limits does not relieve Contractor of Contractor’s obligation to ensure the insurance meets the requirements. 10. Waiver of Claims: Contractor also waives any and all claims and recourse against 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 breach of contract or “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. 11. 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, City may, by written notice, terminate this Agreement and Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). 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 must be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 11 must be in addition to any other remedies to which City may be entitled under the law or at equity. d. In the event of termination under this Section 11, Contractor must, 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. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 6 of 13 12. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of City, make it advisable to City to cease performance under this Agreement, City may terminate this Agreement by 30 day written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination must be effective in at least 30 days, or in the manner specified in the Notice of Termination for City’s Convenience and must be without prejudice to any claims that City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, Contractor must immediately cease new performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and must immediately cancel all existing orders or contracts upon terms satisfactory to City. Contractor must do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress and as required by the Montana Rules of Professional Conduct for Attorneys, including Rule 1.16 Declining or Terminating Representation. c. In the event of a termination pursuant to this Section 12, Contractor is entitled to payment only for those services Contractor (1) actually rendered on or before the receipt of the Notice of Termination for City’s Convenience or (2) services rendered for clients accepted for representation prior to receipt of the Notice of Termination for City’s Convenience pursuant to obligations under the Montana Rules of Professional Conduct for Attorneys. d. The compensation described in Section 12(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor must, 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. 13. Intellectual Property and Ownership of Work Product: a. Title and Ownership Rights. Contractor retains title to and all ownership rights in all Work Product. “Work Product” includes all materials, tangible or not, created in whatever medium pursuant to this Agreement, including but not limited to attorney work product, publications, promotional or educational materials, reports, manuals, specifications, drawings and sketches, computer programs, software and databases, schematics, marks, logos, graphic designs, notes, data and content, including but not limited to multimedia or images (graphics, audio, and video), matters and any combinations of, and all forms of intellectual property. b. Data and Reporting. Contractor must execute any documents or take any other Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 7 of 13 actions as may reasonably be necessary, or as City may reasonably request, to provide the City with data and reporting as described in the Scope of Services in Exhibit A upon the expiration or termination of this Agreement. c. Promotional, Educational and Outreach Materials. In the event of the termination of this Agreement, Contractor shall cease public use of promotional or educational materials created pursuant to the Scope of Services in Exhibit A, including but not limited to websites, brochures, multimedia or images (graphics, audio, and video). The parties agree the City may continue to use this material created in partnership with the Contractor after the termination or expiration of this Agreement. 14. 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 must 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 must 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 must waive all rights to assert such claim. 15. Representatives and Notices: a. City’s Representative: City’s Representative for the purpose of this Agreement must be Cola Rowley, Assistant City Manager or such other individual as City must designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission must be directed to City’s Representative and approvals or authorizations must 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 City in writing and may receive approvals or authorization from such persons. b. Contractor’s Representative: Contractor’s Representative for the purpose of this Agreement must be Alison Paul, Executive Director or such other individual as Contractor must designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication must be directed to Contractor’s Representative; Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 8 of 13 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 must be in writing and must be provided to the Representatives named in this Section. Notices must be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 16. Permits: Contractor must provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 17. Laws and Regulations: Contractor must 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. 18. Web Accessibility and the ADA: Title II of the ADA prohibits discrimination against people with disabilities in all services, programs, and activities offered or made available by City. This includes ensuring that City’s communications with people with disabilities are as effective as its communications with others. If Contractor’s Scope of Services includes the production of digital content, documents, or web applications intended to be branded for use by City, Contractor must use the City style guide when creating a design. As per recommendations found in Section 508 of the Rehabilitation Act, all digital content, documents, or web applications must also adhere to level A and AA Success Criteria and Conformance Requirements as defined by the current Web Content Accessibility Guidelines (WCAG). City will not accept digital content that does not comply with WCAG A and AA guidelines. If City refuses digital content because it is non-compliant with the City style guide, Section 508 of the Rehabilitation Act, and/or WCAG, Contractor will be required to make the digital content compliant and redelivered at no additional cost to City. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 9 of 13 19. Generative Artificial Intelligence (AI): Contractor must follow Contractor’s Interim Guidelines for Use of Artificial Intelligence, as revised and amended from time to time, to fulfill the deliverables or services detailed in the Scope of Services. Contractor must provide the City a copy of its AI guidelines and including any revisions or amendments as may be adopted during the term of this Agreement. Contractor agrees to review any work created by Generative AI for accuracy, bias, and copyright infringement. Contractor agrees it will never submit any confidential or personal identifiable information acquired through this Agreement into a Generative AI system. For the purposes of this section, Generative AI is defined as a deep learning model that can generate high quality content such as stories or writings, images, voice replication and music. 20. Nondiscrimination and Equal Pay: Contractor agrees that all hiring by Contractor of persons performing this Agreement must be on the basis of merit and qualifications. Contractor must have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. Contractor cannot 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. Contractor is subject to and must 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 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 must require these nondiscrimination terms of its subcontractors providing services under this Agreement. 21. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor must 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 City under this Agreement while on City property or in the performance of any activities under this Agreement. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 10 of 13 Contractor must be responsible for instructing and training Contractor's employees and agents in proper and specified work methods and procedures. Contractor must provide continuous inspection and supervision of the work performed. Contractor is responsible for instructing its employees and agents in safe work practices. 22. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both Parties. 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. 23. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor must allow City, its auditors, and other persons authorized by 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, provided however that providing such information would not violate the Montana Rules of Professional Conduct for Attorneys. Contractor cannot issue any statements, releases or information for public dissemination without prior approval of City. 24. 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. 25. 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 in this Agreement, the prevailing Party or the Party giving notice is entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 26. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 11 of 13 27. Dispute Resolution: a. Any claim, controversy, or dispute between the Parties, their agents, employees, or representatives must be resolved first by negotiation between senior-level personnel from each Party duly authorized to negotiate settlement agreements. Upon mutual agreement of the Parties, the Parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. The Parties must attempt to resolve by negotiation within 90 days after the claim, controversy, or dispute has arisen. b. If the Parties are unable to resolve the dispute pursuant to subsection (a), then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 28. Survival: Contractor’s indemnification must survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 29. Headings: The headings used in this Agreement are for convenience only and are not to be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 30. Severability: If any portion of this Agreement is held to be void or unenforceable, all other provisions of this Agreement must remain in effect. 31. Applicable Law: The Parties agree that this Agreement is governed by the laws of the State of Montana. 32. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the Parties. 33. 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. 34. Counterparts: This Agreement may be executed in counterparts, which together constitute this Agreement. 35. 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 Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 12 of 13 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 oral 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. 36. 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. 37. Extensions: This Agreement may, upon mutual agreement, be extended for a period of up to one year at a time by written agreement of the Parties. In no case, however, may this Agreement run longer than five (5) years from the effective date of this Agreement. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Professional Services Agreement for Civil Legal Services for Residential Tenants in Bozeman Page 13 of 13 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 MONTANA LEGAL SERVICES ASSOCIATION CONTRACTOR By________________________________ By__________________________________ Chuck Winn, City Manager Alison Paul, Executive Director APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Exhibit A Scope of Services To implement and deliver civil legal services for residential tenants of Bozeman and implement the City’s program for a Bozeman Tenant Right to Counsel (BZN TRC), Montana Legal Services Association (Contractor) commits to efficiently, effectively, and equitably providing tenant's counsel services to residential tenants in Bozeman. Contractor agrees to provide existing office space and support from their Helena location to implement these services, and the City will provide private meeting space upon request for Contractor when travel to Bozeman is required. While each individual case and issue presented to Contractor will be unique and the professionals administering the service have considerable discretion in how to deliver the legal service, the following services will occur: Intake: A priority of the BZN TRC Program is to limit potential barriers to seeking or obtaining legal services by eliminating cumbersome eligibility requirements. To effectuate this goal and implement a seamless intake with reduced steps and stress on the person seeking assistance, Contractor will: • Create, maintain and actively monitor: • A dedicated online application for individuals seeking assistance, an appointment link specifically for BZN TRC referrals from Bozeman social service organizations and expedite response time on all communications. • an internal triage and routing procedure specifically for BZN TRC inquiries and requests and expedited response time on all communications. • a dedicated page on MontanaLawHelp.org specifically for BZN TRC Program information and question submittal, and a link from MTLSA.org, to be live by August 29. • Develop an internal intake process specifically for BZN TRC inquiries and requests with the sole eligibility requirement being that the address is within the city limits of Bozeman. • Develop a process for BZN TRC intake to be expedited and the triage procedure applied for BZN TRC case acceptance. Share this plan with the City by August 29. Outline any improvements/changes in quarterly reports. Communications/outreach: • Share, collaborate, create and review content with City staff to develop Bozeman-branded tenant resources, landlord resources, and program information. • Share about the BZN TRC Program on Contractor social media pages, mailings, website, etc. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 • Develop and conduct a minimum of two (2) in-person marketing, outreach, and education events in consultation with the City, focused on increasing tenant, court, and community partner knowledge about the BZN TRC Program and/or Landlord/Tenant education. Legal services: • Provide legal review, advice, counsel, and representation to residential tenants in Bozeman as appropriate depending on the issue presented. Comply with Contractor’s Advocacy Training Best Practices Standards, Case Acceptance Guide, and BZN TRC triage process in triaging cases for acceptance and in determining whether advice, limited scope or full representation will be provided for accepted clients. • Review and provide legal advice on residential lease provisions for clients. • Request mediation when practicable prior to or during litigation for clients. • Prepare, attend, advocate for and advise clients in mediation. • Draft letters, pleadings, and legal documents on behalf of tenant clients. • Appear in court and represent clients. When appropriate request permission to appear remotely for court. • In the event direct legal services to clients are minimal or underutilized, discuss with City for prior approval on ways in which to develop and implement alternative methods and means of providing legal advice and building familiarity with the program; for example, organizing a walk-in clinic focused on housing law; presenting to the local bar on program and pro bono opportunities, etc. Data/Reporting: • As a pilot program, data gathered will impact future scope and resources. Contractor agrees to collect, maintain and provide the City the following aggregated data on a quarterly basis: o Number of inquiries received broken down into the following categories:  Not Served • Not eligible (not LL/Tenant eviction issue or outside Bozeman City limits) • Conflicts • Triaged/Not Served (outside priority categories)  Cases Opened • Limited Service o Counsel and Advice o Limited Action Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 • Extended Service o Negotiated Settlement without Litigation o Negotiated Settlement with Litigation o Administrative Agency Decision o Uncontested Court Decision o Contested Court Decision o Appeals o Other o Extensive Service (not listed above) o Average number of days between request for legal services and first contact with an attorney. o General issue(s) for client  Federally Subsidized Housing  Public Housing  Private Landlord/Tenant  Mobile Homes  Housing Discrimination  Repairs and Habitability  Rental Termination/Eviction • Behind on rent • Damage to rental • Unauthorized person / pet • Violation of agreement, other than not paying rent • Change in use of land (e.g., converting from apartments to BnB) • Landlord selling property • Employer fired me and wants me to move • Judgement and/or writ has been entered against me • No reason • Other reason, not listed above  Unlawful Landlord Fees  Retaliation  Security Deposits/Return  Utility Shutoff by Landlord  Utilities  Fair Housing Issues o Number of clients where an action for possession has already been filed o Number of inquiries/requests received prior to official eviction proceedings Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 o Number of Clients in which a Party Initiated Mediation o Number of Clients in which Court Referred Mediation • Contractor agrees to collect, maintain and provide to the City the following aggregated data on an annual basis: o Client Outcomes (numbers of successful results and unsuccessful results) for mediation and for non-mediation cases:  Prevented Eviction from Private Housing  Prevented Eviction from Public Housing  Secured Time to Move Out (in days)  Obtained/Retained Subsidized Housing  Obtained Reduced Rent / Fees  Remedied Unsafe Housing  Remedied Discrimination  Recovered Security Deposit  Enforced Other Tenant Rights  Improved Financial Stability  Obtained Favorable Payment Schedule  Avoided Attorney Fees Award Against Client  Increased Knowledge of Legal System  Increased Knowledge of Legal Rights  Knowledge to Solve Problem  Improved Client Health  Value of Private Housing Eviction Settlement  Value of Public Housing Eviction Settlement  Annualized Value of Monthly Subsidy  Annualized Value of Reduced Rent or Fees  Value of Security Deposit Refund  Value of Award for Tenant Rights  Other Monetary Relief  Value of Attorney Fees Avoided o Number of unique clients vs repeat clients o Number of cases requiring conflict counsel o Number of clients who withdrew before assistance was provided o Number of cases in which landlord was represented by counsel o Average time spent on a case o Average duration in days for cases filed in court from request for legal services to final adjudicated outcome or dismissal upon settlement reached. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 o Number of cases where client is plaintiff • The City is aware Contractor collects socioeconomic and demographic data for purposes outside this Scope of Service. Contractor agrees to provide the City the aggregated data of socioeconomic and demographic information collected related to tenants served by the BZN TRC at any time upon request, as well as to include it in the Annual report. • Contractor will send a short voluntary exit survey to all clients with a safe address following the conclusion of legal services (advice, limited scope, or full representation) to gather feedback on the program and process. Contractor will consult with City staff to add specific Bozeman TRC questions as necessary. • Contractor will provide Quarterly Reports to the City including a brief narrative of the state of the program (including lessons learned/implemented improvements), financial report, redacted exit survey results, and data listed above for quarterly reporting. Quarterly reports are due to the City on October 31, 2026, January 31, 2027, April 30, 2027, and July 31, 2027. Payment for that month or future months will not be rendered without the submittal of the Report. • Contractor will provide Annual Reports to the City to include outcomes, and other data required annually above in this Scope of Service. Annual report is due on July 31, 2027. Report is to be submitted with the final annual invoice; payment will not be rendered without the submittal of the Report. Compensation: Contractor will submit monthly invoices for services rendered, broken out by the categories below, for up to $200,000. Invoices should be received by the 15th of the month following the month services were rendered. Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Docusign Envelope ID: 53D61D39-149C-8C2F-8092-672450D38213 Certificate Of Completion Envelope Id: 53D61D39-149C-8C2F-8092-672450D38213 Status: Completed Subject: Complete with Docusign: PSA_with_MLSA_for_TRC_Legal_Services.pdf, Exhibit_A_Scope_of_Services_w... Source Envelope: Document Pages: 19 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Alex Newby AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Stamps: 1 PO Box 1230 Bozeman, MT 59771 alex.newby@bozemanmt.gov IP Address: 155.190.3.5 Record Tracking Status: Original 8/4/2026 10:17:03 AM Holder: Alex Newby alex.newby@bozemanmt.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Signer Events Signature Timestamp ALISON PAUL apaul@mtlsa.org Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 72.175.231.94 Sent: 8/4/2026 7:00:09 PM Viewed: 8/5/2026 7:07:17 AM Signed: 8/5/2026 11:27:06 AM Electronic Record and Signature Disclosure: Accepted: 8/5/2026 7:07:17 AM ID: 2c0afe28-33ea-4736-85c1-e45d6115bf4f Greg Sullivan greg.sullivan@bozemanmt.gov City of Bozeman Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 155.190.3.5 Sent: 8/5/2026 11:27:09 AM Viewed: 8/5/2026 12:31:11 PM Signed: 8/5/2026 12:31:19 PM Electronic Record and Signature Disclosure: Accepted: 8/5/2026 12:31:11 PM ID: 0eccffa5-c7dd-49ab-afe9-f934822d3cd5 Chuck Winn chuck.winn@bozemanmt.gov City Manager 15 Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 155.190.3.7 Sent: 8/5/2026 12:31:21 PM Viewed: 8/5/2026 12:56:14 PM Signed: 8/5/2026 12:56:33 PM Electronic Record and Signature Disclosure: Accepted: 8/5/2026 12:56:14 PM ID: f08ea4e3-8437-4a07-8aee-5fb8efcfdf98 Alex Newby alex.newby@bozemanmt.gov Deputy City Clerk City of Bozeman Security Level: Email, Account Authentication (None)Using IP Address: 155.190.3.5 Sent: 8/5/2026 12:56:35 PM Resent: 8/6/2026 2:59:04 PM Viewed: 8/6/2026 2:59:26 PM Signed: 8/6/2026 3:01:32 PM Electronic Record and Signature Disclosure: Not Offered via Docusign 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 Anna Saverud anna.saverud@bozemanmt.gov Security Level: Email, Account Authentication (None) Sent: 8/4/2026 7:00:07 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Michelle Chapel michelle.chapel@bozemanmt.gov Records Coordinator City Bozeman Security Level: Email, Account Authentication (None) Sent: 8/6/2026 3:01:34 PM Electronic Record and Signature Disclosure: Accepted: 2/24/2026 9:38:21 AM ID: 1fa4538c-9b38-40d2-9e1a-390aa0445f47 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/4/2026 7:00:07 PM Envelope Updated Security Checked 8/6/2026 2:59:02 PM Envelope Updated Security Checked 8/6/2026 2:59:02 PM Envelope Updated Security Checked 8/6/2026 2:59:02 PM Certified Delivered Security Checked 8/6/2026 2:59:26 PM Signing Complete Security Checked 8/6/2026 3:01:32 PM Completed Security Checked 8/6/2026 3:01:34 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City Manager (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 system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. 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 the signing session and, if you elect to create a DocuSign account, you may access the documents 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. Further, 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 Electronic Record and Signature Disclosure created on: 4/22/2022 3:30:54 PM Parties agreed to: ALISON PAUL, Greg Sullivan, Chuck Winn, Michelle Chapel 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. How to contact City Manager: 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: mmaas@bozeman.net To advise City Manager of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at mmaas@bozeman.net and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City Manager 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 email to mmaas@bozeman.net and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City Manager To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to mmaas@bozeman.net and in the body of such request you must state your email, full name, mailing 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.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents 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 confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email 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 as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City Manager as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City Manager during the course of your relationship with City Manager.