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HomeMy WebLinkAbout94- Gallatin Development Corp., Contract . i . . i .. This Contract is entered into this 26th day of January, 1994, by and between the City of Bozeman, Montana, herein referred to as the "City" and Gallatin Development Corporation, whose address is 321 East Main, Suite 413, Bozeman, MT 59715, herein referred to as the "Contractor", Witnesseth: WHEREAS, the City has made application to and has been approved by the Montana Department of Commerce, herein referred to as "the Department," for the receipt of grant funds under the Montana Community Development Block Grant (CDBG) Program for purposes of an economic development project for Reliable Transaction Processing, Inc. (RTP); WHEREAS, the City desires to engage the Contractor to render certain services related to the administration of the above described CDBC project; and WHEREAS, in order to assure effective management of the above project, it is deemed to be in the best interests of the City to enter into an agreement with the Contractor as hereinafter provided; NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. EMPLOYMENT OF CONTRACTOR. The City agrees to engage the Contractor, and the Contractor agrees to provide the following services in order to provide for the administration and management of the CDBG project for the City as approved by the Department. 2. INDEPENDENT CONTRACTOR. It is understood by the parties hereto that the Contractor is an independent contractor and as such neither it nor its employees, if any, are employees of the City for any purposes including but not limited to tax, retirement system, or social security (FICA) withholding. It is further understood that pursuant to section 39-71-401, MCA, the Contractor has obtained, and will maintain at its expense for the duration of this Contract, coverage in a workers' compensation plan for its principles and employees for the services to be performed hereunder. 3. LIAISON. The City's designated liaison with the Contractor is Debbie Arkell. The Contractor's designated liaison with the City is Dixie Swenson. 4. EFFECTIVE DATE AND TIME OF PERFORMANCE. This Contract takes effect on January 26, 1994. This contract shall terminate upon the Department acceptance of Final Closeout. 1 . .. 5. SCOPE OF SERVICES. The Contractor will perform the services listed in Exhibit A, which by this reference is made a part hereof. It is understood and agreed by the parties that the services of the Contractor do not include, any of the following: the disbursement or accounting of funds distributed by the City's financial officer, legal advice, fiscal audits or assistance with activities not related to the CDBG project. 6. COMPENSATION. For the satisfactory completion of the services to be provided under this Contract, the City will pay the Contractor the sum of $30.00 per hour or $3,000, whichever is less, which the City agrees to pay as set forth on the attached Exhibit H, which by this reference is made a part hereof. 7. CONFLICT OF INTEREST. The Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the CDBG project which would conflict in any manner or degree with the performance of its services hereunder. The Contractor further covenants that, in performing this Contract, it will employ no person who has any such interest. 8. MODIFICATION AND ASSIGNABILITY OF CONTRACT. This Contract 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 the written Contract, are valid and binding. This Contract may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. The Contractor may not subcontract or assign its 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 contract. 9. TERMINATION OF CONTRACT. This Contract may be terminated as follows: (a) Termination due to loss of funding. This Contract will terminate, in whole or in part, at the discretion of the City in the event that the Department reduces or terminates payments under the CDBG Program so as to prevent the City from paying the Contractor with CDBG funds. In this event, the City will give the Contractor advance written notice which sets forth the effective date of the termination and explain that the termination is due to a loss or reduction of the CDBG Program grant. (b) Termination for cause. (i) If the City determines that the Contractor has failed to comply with the terms and conditions of the Contract, it may terminate this Contract in whole or in part at any time before the date of completion. If the Contractor fails to comply with any of the terms and conditions of this Contract, the City may give notice, in writing, to the Contractor of any or all deficiencies claimed. The 2 ., . notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period to be specified in the notice, City may, with no further notice, declare this Contract to be terminated. The Contractor will thereafter be entitled to receive payment for those services satisfactorily performed to the date of termination less the amount of reasonable damages suffered by the City by reason of the Contractor's failure to comply with this Contract. (ii) Notwithstanding the above, the Contractor is not relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by the Contractor, and the City may withhold any payments to the Contractor for the purpose of setoff until such time as the exact amount of damages due the City from the Contractor is determined. 10. DOCUMENTS INCORPORATED BY REFERENCE. The City application to the Department for CDBG funding, dated December, 1993, and all applicable federal and state statutes and regulations are incorporated into this Contract by this reference and are binding upon the Contractor. 11. CIVIL RIGHTS ACT OF 1964. The Contractor will abide by the provisions of the Civil Rights Act of 1964 which states that under Title VI, no person may, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 12. SECTION 109 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974. The Contractor will comply with the following provision: No person in the United States may on the grounds of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with the funds made available under this title. Any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975 or with respect to an otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 will also apply to any such program or activity. 13. SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968. The contractor will ensure that to the greatest extent feasible opportunities for training and employment arising in connection with this CDBG - assisted project will be extended to lower income project area residents. Further, the contractor will, to the greatest extent feasible, utilize business concerns located in or substantially owned by residents of the project area, in the award of contracts and purchase of services and supplies. 3 14. MINORITY BUSINESS ENTERPRISE. Consistent with the provisions of executive Order 11246 and OMB Circular A-102, Attachment 0, the Contractor will take affirmative steps to assure that minority businesses are used when possible as sources of supplies, equipment, construction and services. Additionally, the Contractor must document all affirmative steps taken to solicit minority businesses and forward this documentation along with the names of the minority subcontractors and suppliers to the local government CDBG recipient upon request. 15. NONDISCRIMINATION. The Contractor will not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental handicap, or national origin. 16. OWNERSHIP AND PUBLICA TION' OF MA TERIALS. All reports, information, data, and other materials prepared by the Contractor pursuant to this Contract are to be the property of the City and the Department which have the exclusive and unrestricted authority to release, publish or otherwise use, in whole or part under this Contract shall be subject to copyright or patent in the United States or in any other country without the prior written approval of the City and the Department. 17. REPORTS AND INFORM A TION. The Contractor will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds, both federal and non-federal shares. These records will be made available for audit purposes to the City or its authorized representative, and will be retained for three years after the expiration of this Contract unless permission to destroy them is granted by the City. 18. ACCESS TO RECORDS. It is expressly understood that the Contractor's records relating to this Contract will be available during normal business hours for inspection by the City, the Department, the U.S. Department of Housing and Urban Development, the U.S. Comptroller General, and, when required by law, the Montana Legislative Auditor and Legislative Fiscal Analyst. 19. CONSTRUCTION AND VENUE. This Contract will be construed under and governed by the laws of the State of Montana. In the event of litigation concerning it, venue is the Eighteenth Judicial District in and for the County of Gallatin, State of Montana. 4 . I II :t" I 20. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this Contract, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, including. the costs, expenses, salary and fees of in-house counsel, whether the same are incurred with or without suit. IN WITNESS WHEREOF, the parties hereto have executed this Contract on the 1st day of Februarv 1994 GALLATIN DEVELOPMENT CITY OF BOZEMAN, MONTANA CORPORATION ~ ? t\ By/iffl ~'7;eMNL-- B;: ~ ~.. W~; 'Vi 'e' . Swenson Ja es E. Wysocki Executive Director City Manager " / ,/ :ILj '\ / ., CJ- DATE: G:;:'//i 1- DATE: ~- ~ 1.:( ATTEST: fiA;sL~ Clerk of the Commission 5 , ' . . , . . . . EXHIBIT A (Scope of Services) The contractor will be responsible for the following tasks in conjunction with the administration of the Reliable Transaction Processing, Inc. (RTP) Community Development Block Grant project dated December 1993. 1. Preparing the Environmental Review Record (ERR) to assure full compliance with the National and Montana Environmental Policy Acts, completion of the statutory checklist, and any other applicable environmental requirements. The Project Manager will also be responsible for preparing any legal notices required to be published for the ERR process and conducting any required public hearings or informational meetings. The designated Environmental Certifying Officer will confirm the findings of the Project Manager. 2. Preparing a request for release of funds to DOC. 3. Developing a contract with DOC and assisting the City with all requirements related to effective project start-up and implementation. 4. Establishing and maintaining complete and accurate project files and preparing all documentation and reports incidental to administration of the grant. 5. Reviewing all proposed project expenditures or requests for payment to ensure their propriety and proper allocation of expenditures to the CDBG budget. 6. In cooperation with the Director of Operations, processing payment requests and preparing drawdown requests to DOC, including the Request for Payment and Status of Funds Report and the Project Progress Report. 7. Assuring compliance with applicable civil rights requirements, including City of Bozeman Commission Resolution No. 2595 which establishes a reporting procedure to insure Fair Housing Opportunities for the Citizens of Bozeman, Montana. , 6 , . , .. . .. . .. . . t , EXHIBIT B (Compensation) The Contractor will be compensated at the rate of $30.00 per hour; the maximum amount payable under this contract is $3,000. The Contractor will present a statement for payment monthly to the Bozeman City-County Planning Office. Each statement will outline hours attributable to the project a~ministration and tasks accomplished. The Planning Office will review and verify the statement, and if acceptable, will submit the statement to the City Finance Department for payment. The statement will be paid following City Finance Department procedures and policies. 7