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HomeMy WebLinkAbout17- Professional Services Agreement - Arizona Board of Regents on behalf of ASU and its School for the Future of Innovation in Society - Future Shocks and City Resilience Training PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 5 day of December,2017,by and between the CITY OF BOZEMAN, MONTANA, a municipal corporation organized and existing under the laws of the State of Montana, 121 North Rouse Street,Bozeman,Montana 5 977 1,hereinafter referred to as "City," and the Arizona Board of Regents for and on behalf of Arizona State University and its School for the Future of Innovation in Society, P.O. Box 875603, 1120 S. Cady Mall, Tempe, Arizona, 85287-5603, hereinafter referred to as "Consultant." 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 hire Consultant as an independent 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. Consultant is willing to provide such services, which will be performed by Consultant's employee, Lauren Withycombe Keeler. 2. Effective Date: This Agreement is effective upon the date of its execution and will terminate on the 28th day of February 2018. 3. Scope of Work: Consultant will perform the work and provide the services in accordance with the requirements of the Scope of Services attached hereto. Such services and products shall be referred to as the Work. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise,the Agreement governs. 4. Payment: City agrees to pay Consultant,Arizona State University, Seven Thousand Five Hundred Dollars $7 500 for services performed pursuant to the Work Timeline attached hereto as Exhibit "B". Any alteration or deviation from the described work that involves additional costs above the Agreement amount will be performed by Consultant after written request by the City, and will become an additional charge over and above the contract amount. The parties must agree in writing upon any additional charges. 5. Consultant's Representations: To induce City to enter into this Agreement, Consultant makes the following representations: a. Consultant 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, growth policies, adopted plans of the City, ordinances, rules, and regulations provided to Consultant by City that in any manner may affect cost,progress or performance of the Scope of Services. b. Consultant represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said 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 Professional Services Agreement for Future Shocks and City Resilience Page 1 of 7 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: The parties agree that Consultant is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Consultant 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. Consultant is not authorized to represent the City or otherwise bind the City in any dealings between Consultant and any third parties. Consultant shall maintain workers' compensation coverage for all members and employees of Consultant's business, except for those members who are exempted by law. Consultant, its officers, agents and employees are covered against liability, workers' compensation and property damage through the State of Arizona, Arizona Department of Administration, Risk Management Section's program of self-insurance for acts or omissions while acting in authorized governmental or proprietary capacities and in the course and scope of employment or authorization. Such coverage is provided in accordance with and subject to the provisions of Arizona Revised Statutes ("A.R.S.") Section 41-621 et seq. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Consultant agrees to indemnify and hold the City harmless against claims, demands, suits,damages,losses,and expenses connected therewith that may be asserted or claimed against,recovered from or suffered by the City by reason of any injury or loss, including but not limited to, personal injury, including bodily injury or death, property damage, occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Consultant or Consultant's agents or employees. For the professional services rendered, to the fullest extent permitted by law, Consultant 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 willful misconduct of the Consultant or Consultant's agents or employees. Consultant also waives any and all claims and recourse against the City or its officers, agents or employees, 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 his 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. Consultant is a public institution of the State of Arizona and, as such, any indemnification, liability limitation, release or hold harmless provision set forth in this Agreement will be limited as required by Arizona law, including without limitation Article 9, Sections 5 and 7 of the Arizona Constitution and A.R.S. §§ 35-154 and 41-621. Therefore, notwithstanding any other provision of Professional Services Agreement for Future Shocks and City Resilience Page 2 of 7 this Agreement, Consultant's liability under any claim for indemnification arising under this Agreement is limited to claims for property damage,personal injury, or death to the extent caused by acts or omissions of Consultant. Should City be required to bring an action against the Consultant to assert its right to indemnification under this Agreement or under the Consultant's applicable insurance policies 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 Consultant was obligated to indemnify the City for a claim(s) or any portion(s)thereof. The above obligations shall survive termination of this Agreement. 8. Professional Service: Consultant agrees that all services and work performed hereunder will be accomplished in a professional manner. 9. Compliance with Laws: Consultant agrees to comply with all federal, state and local laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA. 10. Nondiscrimination: The Consultant agrees that all hiring by Consultant of persons performing this Agreement shall be on the basis of merit and qualifications. The Consultant will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Consultant 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 require an age, physical or mental disability, marital status or sex distinction. The Consultant shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 11. Default and Termination: If either party fails to comply with any condition of this Agreement at the time or in the manner provided for, the other party, at its option,may terminate this Agreement and be released from all obligations if the default is not cured within ten (10) days after written notice is provided to the defaulting party. Said notice shall set forth the items to be cured. Additionally, the non-defaulting party may bring suit for damages, specific performance, and any other remedy provided by law. These remedies are cumulative and not exclusive. Use of one remedy does not preclude use of the others. Notices shall be provided in writing and hand-delivered or mailed to the parties at the addresses set forth in the first paragraph of this Agreement. In accordance with A.R.S. § 35-154, if Consultant's performance under this Agreement depends on the appropriation of funds by the Arizona Legislature, and if the Legislature fails to appropriate the funds necessary for performance, then Consultant may provide written notice of this to City and cancel this Agreement without further obligation of the Parties. Appropriation is a legislative act and is beyond the control of Consultant. Professional Services Agreement for Future Shocks and City Resilience Page 3 of 7 12. Modification and Assignability: This document contains the entire agreement between the parties and no statements, promises or inducements made by either party or agents of either party, which are not contained in this written Agreement, may be considered valid or binding. This Agreement may not be enlarged,modified or altered except by written agreement signed by both parties hereto. The Consultant may not subcontract or assign Consultant'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. 13. Grant: The City may reproduce and distribute reports provided by Consultant and resulting from the services. 14. Liaison: City's designated liaison with Consultant is Lauren Withycombe Keeler and Consultant's designated liaison with City is Natalie Meyer. 15. Applicability: This Agreement and any extensions hereof shall be governed and construed in accordance with the laws of the State of Montana. Notice is hereby provided of A.R.S. §§ 12-1518 and 12-133. 16. Reports/Accountability/Public Information: Consultant agrees to develop and/or provide documentation as requested by the City demonstrating Consultant's compliance with the requirements of this Agreement. Consultant 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 Consultant pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Consultant shall not issue any statements, releases or information for public dissemination without prior approval of the City. 17. Non-Waiver: A waiver by either party 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. 18. Conflict of Interest: Consultant shall not offer or give a gratuity of any type to any City employee or agent. If within 3 years after the execution of this Agreement, City hires as an employee or agent any Consultant representative who was significantly involved in negotiating, securing, drafting, or creating this Agreement, then Consultant may cancel this Agreement as provided in A.R.S. § 38-511. 19. Extensions: This Agreement may,upon mutual agreement,be extended for a period of one year by written agreement of the Parties. In no case, however, may this Agreement run longer than five years. 20. No Boycott of Israel: As required by A.R.S. §§ 35-393.01, City certifies that it is not currently engaged in a boycott of Israel and will not engage in a boycott of Israel during the term of this Agreement. Professional Services Agreement for Future Shocks and City Resilience Page 4 of 7 IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA THE ARIZONA BOARD OF REGENTS FOR AND ON BEHALF OF ARIZONA STATE UNIVERSITY By By Dennis Ta) r, Interim ity Manager MaWSearie&kecutive Vice President Ay4yen 5-,wra-t) and University Provost APPROVED O FORM: By reg Uhvan, Bozeman City Attorney Professional Services Agreement for Future Shocks and City Resilience Page 5 of 7 Exibit A FUTURE SHOCKS AND CITY RESILIENCE: BOZEMAN Scope of Work Description Future Shocks and City Resilience is a capacity building game designed to teach players sustainability ways of thinking and prepare groups and organizations to anticipate and prepare for future social and environmental disruptions. As a part of this collaboration, Dr. Lauren Keeler will tailor the Future Shocks and City Resilience game to the City of Bozeman and design and facilitate a workshop with the Bozeman city staff. The game and the workshop will be designed to inform the City's upcoming vulnerability assessment. Also included in the re-tailoring of the game will be a guide and training session on facilitating game play with members of the public. Scope 1 Workshop (3 - 4 hours depending on group size) • Customized Future Shocks and City Resilience game o New Priorities cards o New Issues cards o Modified Shocks cards • Customized facilitation guide • Customized pre-work o 3 emails o 1 webinar • Facilitation training • Pre/Post Survey 1 Training Session(3 hours) • About the method—sustainability education • Playing the game with different stakeholder groups • Facilitation material Professional Services Agreement for Future Shocks and City Resilience Page 6 of 7 Exhibit B Work Timeline and Budget Timeline Customize Game: January 2018 Pre-work sent out: late January 2018 —February 2018 Workshop: February 2018 Budget Faculty consulting $4,639 Student $758 Materials $750 Travel $765 Administrative Fee $588 $7,500 Professional Services Agreement for Future Shocks and City Resilience Page 7 of 7