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HomeMy WebLinkAbout08- Agreement with Prospera Business NetworkPROFESSIONAL SERVICES AGREEMENT FOR PLANNING SERVICES ~ ~~2008, b and between CITY OF BOZEMAN This Agreement is made this~S'day o y , P.O. Box 1230, Bateman, Montana, a Mu icipal Corporation of the State of Montana, ("City"), and Gallatin Development Corporation dba Prospera Business Network, 222 E. Main Street, Suite 102, Bozeman, MT 59715 ("Consultant"). RECITALS A. City desires to employ Consultant to furnish specific services of a professional planning and financial nature in preparation of an economic development plan. B. Consultant agrees to furnish such services in accordance with the conditions herein provided and will carry out the duties and obligations imposed by the Contract. C. City designates the Director of Planning and Community Development as the representative to administer this contract. D. Articles 1, 2, 5 and 13 of this agreement allow for revision upon mutual written agreement of the parties. AGREEMENT Subject to the provisions herein set forth and in consideration of the mutual covenants herein contained, Consultant agrees to furnish, and the City agrees to accept, certain specified services and products to include; creation of an economic development plan, more fully described in Attachment A. Such services and products shall be referred to as the Work. All services described herein are to be performed by Consultant and/or its contractors in accordance with the most commonly accepted standards and practices of the economic development field. Consultant will use final product technologies that are acceptable to the City in order to satisfy the broadest distribution of the documenC passible. Article 1. CONTRACT TIME. The Work will be completed within 270 calendar days after the date of this agreement. The total time may be adjusted at the mutual written agreement of both City and Consultant. Article 2. CONTRACT PRICE. OWNER shall pay CONTRACTOR for performance of the Work in accordance with the Contract Documents the total sum (subject to adjustment as provided in the Contract Documents) of Twenty-Five Thousand Dollars 25 000 . CONTRACTOR recognizes that the fatal sum is the aggregated amount all services described in the scope in Attachment A. OWNER retains the right to a refund contingent upon satisfactory completion of the Work in accordance with this agreement. The total sum may be adjusted at the mutual written agreement of both. City and Consultant. Article 3. PAYMENT PROCEDURES. Not more than 90% (ninety percent) of Payment will be provided by OWNER to CONTRACTOR upon submittal of monthly invoices. Remaining Payment will be provided by OWNER to CONTRACTOR upon completion of the entire Work. Payment will not exceed 60% of the contract price prior to delivery of the initial public review draft of the work. OWNER retains the right to a refund contingent upon satisfactory completion of the Work in accordance with this agreement. Article 4. CONTRACTOR' S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 4.1 CONSULTANT has familiarized himself with the nature and extent of the Contract, Work, locality, and with all local conditions and federal, state and local laws, growth policies, ordinances, rules and regulations that in any manner may affect cast, progress or performance of the Work. 4.2 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 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. Article 5. SCOPE OF WORK The Work shall consist of the preparation of the work described in the Scope of Services contained in Attachment "A". If CITY wishes CONSULTANT to perform additional services, CITY shall so instruct CONSULTANT in writing. The performance, cost, and time frame of the additional services shall be subject to mutual written agreement of both City and Consultant. Article 6. INSURANCE CONSULTANT agrees to keep in force during the entire period of this Agreement professional liability insurance and such general liability insurance as will protect it and the City from claims, including claims under worker's compensation and other employee benefit laws that are applicable, for bodily injury and death, and for property damage that may arise out of work under this agreement whether directly or indirectly by CONSULTANT, or directly or indirectly by sub- contractors hired by CONSULTANT. Minimum liability limits shall not be less than $1.0 millian general liability and $1.0 million automobile liability. CONSULTANT shall provide proof of workers campensation insurance at the State statutory limits, unless CONSULTANT provides an exemption from the State Department of Labor & Industry. The City has the right to require that the City be named as an additional insured under said insurance coverage. Article 7. INDEMNITY Consultant shall indemnify and hold harmless the City, its officers, directors, and employees, against any and all claims, that arise from the negligent performance of the Consultant's work herein described. The obligations of the Consultant to indemnify and hold harmless the City of Bozeman will apply to any suit, cause of action, claim, loss, cost or obligation including, without limitation, those alleged under the common law or pursuant to a federal or state statute or regulation including those arising from the negligent acts, errors or omissions of the Cansultant. The indemnity required herein shall not be limited by reason of the specification of any particular insurance coverage in this Agreement. Article S. INDEPENDENT CONTRACTOR CONSULTANT acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. CONSULTANT shall not enter into any contract or commitment on behalf of City. CONSULTANT further acknowledges that it is not considered an affiliate or subsidiary of City, and is not entitled to any City employment rights or benefits. Article 9. GRANT /WORK MADE FOR HIRE .,. n To the extent that CONSULTANT`S Work includes any work of authorship entitled to protection under the copyright laws of the United States or elsewhere, the parties agree that: CONSULTANT'S Work has been specially ordered and commissioned by the City as a contribution to a collective work, a supplemental work, or such other category of work as may be eligible for treatment as a "work made for hire"; CONSULTANT is an independent contractor and not an employee, partner, joint author or joint venturer of the CITY; CONSULTANT'S Work shall be deemed to be a "commissioned work" and a "work. made for hire" to the greatest extent possible under the law; and the CITY shall have the right to use, execute, reproduce, display, perform, distribute internally or externally, and prepare derivative works of the CONSULTANT'S Work. To the extent that CONSULTANT'S work is not properly characterized as a "work made for hire," then CONSULTANT shall, at its own expense, cause the CITY to have and obtain the right and license to use, execute, reproduce, display, perform, distribute internally or externally, and prepare derivative works based upon all such works and derivative works thereof and shall provide to the CITY a written license granting the CITY such rights. It is the intent of the parties that the specific work subject to said license shall be comprised of text, illustrations, calculations, photographs, and all other works Consultant copies that may belong to third parties for which license for use is required. Article l0.OFFICE RULES CONSULTANT shall comply with all office rules and regulations, including security requirements, when on City premises. Article 11. CONFLICT OF INTEREST CONSULTANT shall not offer or give a gratuity of any type to any City employee or agent. Article 12. GOVERNING LAW This Agreement shall be construed and enforced in accordance with the laws of the State of Montana. In the event of dispute regarding the terms of this Agreement, the parties agree to attempt mediation of the conflict prior to pursuing litigation. Venue shall be in Gallatin County, 18a' judicial District. Article 13. ENTIRE AGREEMENT AND NOTICE This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail. IN WITNESS WHEREOF, the Parties hereto have set their hands and seals the day and year first above written. CONSULTANT By: Bob Hietala, Chief Executive Officer CITY OF BOZEIVIAN By Chris Kukulski, City Manager ATTEST: Stacy Ulmen, City Clerk • Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Andrew Epple, Planning Director Chris Kukulski, City Manager SUBJECT: Professional Services Agreement with Prospera Business Network. MEETING DATE: Tuesday, Scpt 2, 2008 RECOMMENDATION: Authorize the City Manager's signature on the professional scrviccs agreement. BACKGROUND; The City Commission recently directed that staff work with Prospera Business Network to develop an economic development plan for the City. The contract for this work has been prepared. Authorization for the City Manager to sign the contract on behalf of the City is needed. UNRESOLVED ISSUES: None. FISCAL EFFECTS: The City Commission previously committed $25,000 to this project. Prospera is matching this amount with $25,000 of their own funds. An economic development plan is expected to have a favorable impact on the City's ianancial position. ALTERNATIVES; As suggested by the City Commission. CONTACT; Please feel free to email Chris Saunders at csaundcrs(~bozeman.net if you have questions prior to the public hearing on July 215` Respectfully submitted, Andrew Epple, Planning Director Chris Kukulski, City Manager Attachments: Professional scrviccs Agreement and scope of work J Report compiled on July 14, 2008 14