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HomeMy WebLinkAbout22 - Professional Services Agreements - G3LA, LLC - Watershed Wise Landscape Webinar Series Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 1 of 11 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of ____________, 2022 (“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, G3LA, LLC dba Green Gardens Group, 149 S. Barrington Ave. # 758, Los Angeles, CA 90049, hereinafter referred to as “Contractor.” The City and Contractor may be referred to individually as “Party” and collectively as “Parties.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the Effective Date, and will expire on the 5th day of March, 2023 unless earlier terminated in accordance with this Agreement. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 February15th Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 2 of 11 Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers’ compensation coverage by an insurer licensed and authorized to provide workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’ compensation granted by law for independent contractors. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 3 of 11 Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Contractor or Contractor’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should the City be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below, the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. In the event of an action filed against the City resulting from the City’s performance under DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 4 of 11 this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows:  Workers’ Compensation – statutory;  Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;  Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;  Automobile Liability - $1,000,000 property damage/bodily injury per accident; and  Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City shall be endorsed as an additional or named insured on a primary non-contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. Contractor shall notify City within two (2) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 5 of 11 The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 8. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement, the City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 6 of 11 in progress. c. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City’s Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor’s Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives and Notices: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be Jessica Ahlstrom, Water Conservation Program Manager, or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as designated by the City in writing and may receive approvals or authorization from such persons. DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 7 of 11 b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be Pamela Berstler, CEO G3LA, LLC dba G3, Green Gardens Group, or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. c. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address 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. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13 Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 8 of 11 require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Contractor represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Contractor shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing its employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 9 of 11 compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party 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. 19. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s Office staff. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable, the DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 10 of 11 balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 30. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** 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 G3LA, LLC dba Green Gardens Group By__________________________________ By__________________________________ Jeff Mihelich, City Manager Pamela Berstler, CEO DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Professional Services Agreement for Watershed Wise Landscape Webinar Series FY 2022 Page 11 of 11 APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 Attachment A: Scope of Services G3LA, LLC dba G3, Green Gardens Group Watershed Wise Landscape Webinar Series I. Introduction This document outlines the tasks to be completed by G3LA, LLC dba G3, Green Gardens Group, (hereinafter “Contractor”) for the Watershed Wise Landscape Webinar Series for the City of Bozeman, Department of Public Works (hereinafter “City”), 20 East Olive Street Bozeman, Montana 59715. II. Purpose The City requires an organization with the skills and expertise to host a watershed wise landscape webinar series to educate and inspire Bozeman residents to establish beautiful low water use landscapes and reduce outdoor water use. Bozeman residents have expressed interest in gaining a better understanding on how to transform high water use lawns into water-efficient landscapes. The intent of this project is to provide Bozeman residents with the knowledge to make water-saving landscape transformations from an accredited WaterSense® professional certifying organization. III. Scope of Services Contractor will provide an interactive online program consisting of six classes to educate, inspire and motivate homeowners to transform yards into watershed-wise landscapes. Throughout the webinars, attendees are invited to submit their questions in the online Q/A chat box. Live responses to questions will be provided by professional landscape designers and various polls create an interactive environment and an opportunity to engage the audience. Learning Objectives:  Evaluate a property as though it were a mini-watershed  Use soil food web principles to remove lawn without chemicals and build living soil  Review irrigation methods and practices to maximize water use efficiency  Select and place plants on a property according to water needs and key design principles  Tips and techniques to compost building for a healthy soil sponge  Proper design, installation, and maintenance of drip irrigation systems Description of Classes: Each webinar within the series must have at least 5, but no more than 100 attendees. The webinar series is to be completed in April/May 2022 and the format for each webinar within the series is as follows:  Instructor welcome attendees  Discuss any relevant City rebates or water conservation programs  Cover curriculum and offer ongoing Q/A throughout DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921  Follow up with links to resources and City rebates Each webinar included in the series is listed below: Watershed Wise Landscaping – 60 minute webinar that discusses key principles of a watershed wise landscape, the recommended model for any landscape transformation program and outlines the following information:  Building healthy living soil  Utilizing passive rainwater  Selecting local climate appropriate/native plants  Using high efficiency irrigation Turf: Remove, Replace, or Maintain It (Organically) – 60 minute webinar that discusses removing and managing turf using the following information:  Removing turf without the use of chemicals  Replacing turf with climate appropriate plantings  Keeping the turf in place but maintaining it in an organic manner o Building soil for healthy lawns o Properly irrigating a lawn o Simple lawn care strategies to improve resilience o Managing the big three: weeds, pests, and disease Irrigation Basics and Water-Use Efficiency – 60 minute webinar that reviews best practices for irrigation and water use efficiency, including the following topics:  Overview of an irrigation system  Irrigation and the soil moisture balance  Typical irrigation problems in the landscape  Tips for conservation  Converting to drip irrigation Compost, Building the Soil Sponge – 60 minute webinar that covers the following process for creating healthy soil:  Understanding how plants work with their soil  Introducing the soil food web  Techniques and tips for making compost  Sheet mulching to build healthy soil  Selecting other soil amendments for the garden Garden Design Workshop – 90 minute webinar that takes attendees through the step-by-step process of creating a successful watershed wise design and include the following information:  Raingarden design and placement  Selecting a plant palette DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921  Role of native plants  Layout recommendations  Design considerations Drip Irrigation Maintenance and Troubleshooting – 60 minute webinar that details the following steps to an efficient drip system:  Understanding the basics of drip irrigation  Techniques on proper drip design  How to properly install drip irrigation  Discuss resources for troubleshooting  How to implement a maintenance program for the drip system IV. Contractor Responsibilities Contractor shall:  Set up a secure calendar of classes and online registration database through Contractor’s website to manage and deliver the webinar program via Zoom online meeting platform;  Communicate with participants through email as needed before the webinar takes place, including registration confirmation and reminders;  Provide two qualified instructors for each webinar; one instructor to lead the webinar and another instructor to be available throughout the webinar to answer questions submitted by attendees via the Q/A chat box, manage polls, and provide backend support during events;  Ensure that the class curriculum is regionally appropriate within the Bozeman service area. All customized content shall be approved by City;  Provide City with registration and attendance detail;  Collect, tally and submit class evaluation forms. V. City Responsibilities City shall:  Provide webinar advertising and marketing to the public;  Provide Contractor with access to relevant images and information to be used in customizing webinars for regional appropriateness;  Provide resources and information on relevant programs to be included in webinars;  Provide input and final approval of customized class content;  Attend each webinar. VI. Cost and Timeline The six webinars included in the Watershed Wise Landscape Webinar Series are to be hosted one time each in April/May 2022. The total cost to host each of the six webinars once, plus a DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921 one-time customization fee for the Drip Irrigation Maintenance and Troubleshooting class, totals $9,700.00. Cost: $250 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,950.00 $1,500.00 TOTAL: $9,700.00 One-time Customization Fee for the Drip Irrigation Maintenance and Troubleshooting Class Watershed Wise Landscaping Class Turf: Remove, Replace or Maintain It (Organically) Class Irrigation Basics and Water Use Efficiency Class Compost, Building the Soil Sponge Class Garden Design Workshop Class Drip Irrigation Maintenance and Troubleshooting Class If after the third presentation of a webinar topic of Contractor’s curriculum, City wishes to take over the instructions, each webinar can be licensed indefinitely for a one-time payment of $750.00 per presentation. The license includes both virtual and in-person rights to the presentations. The license is limited to the Bozeman, MT service area and Contractor will retain all intellectual property rights to the material. DocuSign Envelope ID: 4E1099C9-9456-4080-9E5C-64D6A6EDB921