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HomeMy WebLinkAbout26 - Professional Services Agreements - Clean Slate Group, LLC - Community Graffiti Removal Services 2026NOTICE OF AWARD Dated: _6/22/2026___ TO: _Clean Slate Group, LLC___________ ADDRESS: _34 Outlier Way, Bozeman, MT 59718___________________ PROJECT: __Community Graffiti Removal Services 2026___________________ CONTRACT FOR: _Community Graffiti Removal Services 2026______________ You are notified that your Bid opened on__6/11/2026___, for the above Contract has been considered. You are the apparent Successful Bidder and have been awarded a Contract for the: _Community Graffiti Removal Services, LLC__. The Contract Price of your Contract is: _$75,000__ Dollars ($). Three (3) copies of each of the proposed Contract Documents accompany this Notice of Award. You must comply with the following conditions precedent within fifteen (15) days of the date of this Notice of Award, that is, by _______________. 1. You must deliver to the OWNER Three (3) fully executed counterparts of the Agreement including all the Contract Documents. 2. You must deliver to the Owner Three (3) fully executed counterparts of Appendix A (Nondiscrimination and Equal Pay Affirmation) 3. List other conditions precedent: You must deliver with the executed Agreement the Certificates of Insurance as specified in the Professional Services Agreement section ten (10). You must also deliver a statement pursuant to section twenty (20) of the Professional Services Agreement regarding the intent (or lack thereof) of utilizing Generative Artificial Intelligence (AI). Failure to comply with these conditions within the time specified will entitle OWNER to consider your Bid abandoned, to annul this Notice of Award, and to declare your Bid Security forfeited. Within ten (10) days after you comply with these conditions, OWNER will return to you two fully signed counterpart of the Agreement with the Contract Documents attached. CITY OF BOZEMAN, MONTANA ATTEST: BY: _________________________________ BY: ____________________________ (CITY MANAGER) (CITY CLERK) DATE: _______________________________ Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B 7/20/2026 August 4, 2026 Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 1 of 15 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 14th day of July, 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, Clean Slate Group, LLC., 34 Outlier Way, Bozeman, MT 59718, 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 30th day of June, 2029, 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. Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 2 of 15 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: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 3 of 15 7. Prevailing Wage Requirements a. Montana Resident Preference. The nature of the work performed, or services provided, under this Contract meets the statutory definition of a "public works contract" in 18-2- 401, MCA. Unless superseded by federal law, Montana law requires that contractors and subcontractors give preference to the employment of Montana residents for any public works contract in excess of $25,000 for construction or non-construction services. Contractor must abide by the requirements set out in 18-2-401 through 18-2-432, MCA, and all administrative rules adopted under these statutes. The Commissioner of the Montana Department of Labor and Industry has established the resident requirements in accordance with 18-2-403 and 18-2-409, MCA. Any and all questions concerning prevailing wage and Montana resident issues should be directed to the Montana Department of Labor and Industry. b. Standard Prevailing Rate of Wages. In addition, unless superseded by federal law, all employees working on a public works contract must be paid prevailing wage rates in accordance with 18-2-401 through 18-2-432, MCA, and all associated administrative rules. Montana law requires that all public works contracts, as defined in 18-2-401, MCA, in which the total cost of the contract is greater than $25,000, contain a provision stating for each job classification the standard prevailing wage rate, including fringe benefits, travel, per diem, and zone pay that Contractors, subcontractors, and employers must pay during the public works contract. Wage rate adjustments for multiyear public works contracts are the sole responsibility of the Contractor and must be done in accordance with 18-2-417, MCA. c. Notice of Wages and Benefits. Furthermore, 18-2-406, MCA, requires that all contractors, subcontractors, and employers who are performing work or providing services under a public works contract post in a prominent and accessible site on the project staging area or work area, no later than the first day of work and continuing for the entire duration of the contract, a legible statement of all wages and fringe benefits to be paid to the employees in compliance with 18-2-423, MCA. d. Wage Rates, Pay Schedule, and Records. 18-2-423, MCA, requires that employees receiving an hourly wage must be paid on a weekly basis. Each contractor, subcontractor, and employer must maintain payroll records in a manner readily capable of being certified for submission under 18-2-423, MCA, for not less than three years after Contractor's, subcontractor's, or employer's completion of work on the public works contract. Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 4 of 15 8. 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. 9. 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 and for any claims regarding underpaid prevailing wages, 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). Contractor’s indemnity under this Section must be without regard to and without any right Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 5 of 15 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. 10. Insurance: In addition to and independent from Contractor’s indemnity obligations under Section 9, 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 - $1,000,000 per claim; $2,000,000 per occurrence; • Commercial General Liability - $1,000,000 per claim; $2,000,000 per occurrence; • Automobile Liability - $1,000,000 per property damage claim and $1,000,000 per bodily injury claim; $2,000,000 per accident; and • Professional Liability - $1,000,000 per claim; $2,000,000 per occurrence. 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 Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 6 of 15 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 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. 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. 11. 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 “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. 12. 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 12, Contractor must be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 12 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 12, 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. Termination for City’s Convenience: Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 7 of 15 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 written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination must be effective 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 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. c. In the event of a termination pursuant to this Section 13, 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 13(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. 14. Intellectual Property and Ownership of Work Product: a. Title and Ownership Rights. City 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 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. Ownership of Work Product. Contractor must execute any documents or take any other actions as may reasonably be necessary, or as City may reasonably request, to perfect City’s ownership of any Work Product. Contractor must, at no cost to City, deliver to City, upon City request during the term of this Agreement or at its expiration or termination, a current copy of all Work Product in the form and on the media in use as of the date of City’s request, or such expiration or termination. c. Return of Physical Property. Upon expiration or termination of this Agreement, Contractor agrees to return to City all City property, including but not limited to any and all Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 8 of 15 physical items such as documentation, records, and equipment, which is in Contractor’s possession or under Contractor’s control. Contractor must submit to City a detailed account of all of City’s property in its possession or under Contractor’s control. Contractor must return City’s property in a method acceptable to City within ten (10) working days. Unless otherwise mutually agreed upon by the Parties, at no time must any of City’s property be retained by Contractor upon expiration or termination of this Agreement. d. Return of Data. Upon expiration or termination of this Agreement, Contractor agrees to return to City all City data. Contractor must submit to City a detailed account of all of City’s data in its possession or under Contractor’s control. Contractor must return City’s data in a format acceptable to City within ten (10) working days. At no time must any data or processes that either belong to or are intended for use of City or its officers, agents, or employees, be copied, disclosed, or retained by Contractor upon expiration or termination of this Agreement. e. Destruction of Data. If requested by City, Contractor agrees to destroy all of City’s data in its possession. When requested by City to destroy City’s data, Contractor agrees to permanently delete the data and ensure that it is not recoverable, in accordance with National Institute of Standards and Technology (NIST) SP 800-88 “Media Sanitation Guidelines.” f. Certification. In all cases, Contractor will certify that all of City’s information processed during the performance of the services will be completely purged from all physical and electronic data storage with no output to be retained by Contractor at the time the work is completed, the Agreement is terminated, or upon written request of City. 15. 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. 16. Representatives and Notices: a. City’s Representative: City’s Representative for the purpose of this Agreement must be Benjamin R. Bailey, Neighborhood Services and Code Compliance Program Manager; or such Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 9 of 15 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 Scott Aamodt 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; 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. 17. Permits: Contractor must 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. 18. 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. 19. 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. Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 10 of 15 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. 20. Generative Artificial Intelligence (AI): Contractor must inform the City’s representative of its intention to utilize Generative AI to fulfill the deliverables or services detailed in the Scope of Services. City’s representative may, in their discretion, permit or deny Contractor’s use of Generative AI. If Contractor is permitted to use Generative AI, 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. 21. 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 Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 11 of 15 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. 22. 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. Contractor acknowledges it is aware of and must 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 must have the right to request proof of such compliance and Contractor must be obligated to furnish such proof. 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. 23. 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. 24. 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. Contractor cannot issue any statements, releases or information for public dissemination without prior approval of City. Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 12 of 15 25. 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. 26. 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. 27. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 28. 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. In such a case, all court actions must be commenced within 1 year after the settlement procedure in subsection (a) has been exhausted. 29. Survival: Contractor’s indemnification must survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 30. 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. 31. Severability: If any portion of this Agreement is held to be void or unenforceable, all other provisions of this Agreement must remain in effect. Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 13 of 15 32. Applicable Law: The Parties agree that this Agreement is governed by the laws of the State of Montana. 33. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the Parties. 34. 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. 35. Counterparts: This Agreement may be executed in counterparts, which together constitute this Agreement. 36. 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 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. 37. 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. 38. 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: E0B4580D-3E7D-861C-835A-F44BDE635E1B Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 14 of 15 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written or as recorded in an electronic signature. CITY OF BOZEMAN, MONTANA ____________________________________ CONTRACTOR (Type Name Above) By________________________________ By__________________________________ Chuck Winn, City Manager Print Name: ___________________________ Print Title: ____________________________ APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Scott Aamodt Clean Slate Group, LLC Clean Slate Group, Manager Professional Services Agreement for [Community Graffiti Removal Services FY27-FY29] Page 15 of 15 Exhibit A Scope of Services for Community Graffiti Removal · Removal of all graffiti within the public right-of-way as discovered or reported. · Removal of all graffiti from private property after proper noticing and collaboration with Code Compliance Division. · Work with the City to establish protocol for the graffiti abatement program. · Work with the City to document all instances of graffiti. · Install vinyl wrap graffiti prevention as requested by the City and as funding allows. · Use eco-friendly suite of graffiti abatement solutions: o Graffiti Removal Chemicals o Pressure Equipment o Vinyl Wrap Graffiti Prevention o Paint cover up (last resort) · Create or utilize a well-organized graffiti management system for reporting and documenting graffiti. Other services that may be required: · Development of a secure web portal for City employees to log and report graffiti. · Setup and monitoring of a graffiti removal hotline for City employees to report instances of graffiti within the City of Bozeman. · Work with the City to document all instances of graffiti around town in a web-based platform, to give both the vendor and city visibility to the backlog and current project reporting. Pricing · Graffiti removal/abatement will be bill at $80 per hour, ½ hour minimum per effort, rounded up to the nearest ¼ hour. *This was created so there was no start/stop or transit being billed. · Graffiti removal materials are billed at cost plus 15%. · Anti-graffiti cabinet or other surface wraps will be billed at $22/sqft + labor o COB uses a select view cabinet types and although they range in size, Bozeman’s cabinets fall between $1,300 to $1500 per cabinet wrap, depending on the cabinet size. Docusign Envelope ID: E0B4580D-3E7D-861C-835A-F44BDE635E1B Certificate Of Completion Envelope Id: E0B4580D-3E7D-861C-835A-F44BDE635E1B Status: Completed Subject: Complete with Docusign: F.5 Notice_of_Award_Graffiti_Removal_2026.pdf, F.5 2026_PSA_General_Com... Source Envelope: Document Pages: 16 Signatures: 5 Envelope Originator: Certificate Pages: 4 Initials: 0 Mike Maas AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) Stamps: 2 PO Box 1230 Bozeman, MT 59771 mike.maas@bozemanmt.gov IP Address: 155.190.9.4 Record Tracking Status: Original 7/15/2026 2:29:51 PM Holder: Mike Maas mike.maas@bozemanmt.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Signer Events Signature Timestamp Scott Aamodt scott@cleanslategroup.org Clean Slate Group, Manager Clean Slate Group, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 137.26.77.242 Sent: 7/15/2026 2:33:26 PM Viewed: 7/20/2026 10:05:00 AM Signed: 7/20/2026 10:08:53 AM Electronic Record and Signature Disclosure: Accepted: 7/20/2026 10:05:00 AM ID: dd0e21a5-cb10-4446-aaa7-256fcae5255a 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: 7/20/2026 10:08:55 AM Viewed: 7/20/2026 10:34:03 AM Signed: 7/20/2026 10:34:12 AM Electronic Record and Signature Disclosure: Accepted: 7/20/2026 10:34:03 AM ID: 13a48c72-5e64-4dbc-891a-64b03e8129d7 Chuck Winn chuck.winn@bozemanmt.gov City Manager 15 Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 155.190.9.5 Sent: 7/20/2026 10:34:14 AM Viewed: 7/20/2026 10:37:30 AM Signed: 7/20/2026 10:37:40 AM Electronic Record and Signature Disclosure: Accepted: 7/20/2026 10:37:30 AM ID: c2d7ad55-40cd-4401-84ed-305cc5fb79e7 Signer Events Signature Timestamp Mike Maas mike.maas@bozemanmt.gov City Clerk City of Bozeman Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 155.190.3.5 Sent: 7/20/2026 10:37:42 AM Viewed: 7/20/2026 3:44:25 PM Signed: 7/20/2026 3:45:06 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 Ben Bailey Benjamin.bailey@Bozemanmt.gov Security Level: Email, Account Authentication (None) Sent: 7/15/2026 2:33:24 PM Viewed: 7/15/2026 2:41:55 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: 7/15/2026 2:33:25 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/15/2026 2:33:24 PM Certified Delivered Security Checked 7/20/2026 3:44:25 PM Signing Complete Security Checked 7/20/2026 3:45:06 PM Completed Security Checked 7/20/2026 3:45:06 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Bozeman (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign 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. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Bozeman: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: information@bozeman.net To advise City of Bozeman 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 information@bozeman.net and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 1/16/2026 3:06:06 PM Parties agreed to: Scott Aamodt, Greg Sullivan, Chuck Winn previous email address, your new email address. 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