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HomeMy WebLinkAbout09- Community Climate Action Plan Consultant Professional Services Agreement~ 1 ~Jt,~siness L-Jcex,se~ ~PP`arL w+~ h~..~-fir PROFESSIONAL SERVICES AGREEMENT FOR COMMUNITY CLIMATE ACTION PLAN CONSULTANT This Agreement is made this ~ day of T u 2009, by and between CITY OF BOZEMAN, P.O. Box 1230, Bozeman, Montana, a Municipal Corporation of the State of Montana, ("City"), and Hattie Baker, Community Climate Action Plan Consultant, Address, 257 Eze Street, Belgrade, MT 59714 ("Consultant"). RECITALS A. City desires to employ Consultant to furnish specific services of a professional planning and organizational nature in preparation of a Community Climate Action Plan (CCAP) for the Mayor's Climate Protection Agreement. 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 Agreement. C. City designates the Grants and Climate Protection Coordinator as the representative to administer this Agreement. 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 services and products; specifically, the development of a community climate action plan, more fully described in Attachments A and B. 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 community organization. Consultant will use final product technologies that are acceptable to the City in order to satisfy the broadest distribution of the work possible. Article 1. AGREEMENT TIME. The Work will be completed within 365 calendar days after the date of this agreement. The total time may be adjusted by the mutual written agreement of both City and Consultant. The annual status report will be the last deliverable item and the Agreement will terminate on January 31, 2010. Article 2. AGREEMENT PRICE. OWNER shall pay CONSULTANT for performance of the Work in accordance with the Agreement Documents the total sum (subject to adjustment as provided in the Agreement Documents) of Thirty Thousand Dollars $30 000. CONSULTANT recognizes and acknowledges that the total sum is the aggregated amount for all services described in the scope in Attachment "B". 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. Consultant will submit monthly invoices to the City Climate Protection Coordinator for Agreement payments and reimbursement. The Schedule of Values established as provided in ~~ Attachment "A" will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to the City Climate Protection Coordinator. The amount of retainage with respect to progress payments will be as stipulated in Attachment "A". After Consultant has satisfactorily completed the work and has delivered, in accordance with the Agreement Documents, all reports Consultant may make application for final payment following the procedure for progress payments. Final Payment will be provided by OWNER to CONSULTANT upon completion of the Annual Status Report in January 2010. OWNER retains the right to a refund contingent upon satisfactory completion of the Work in accordance with this agreement. Article 4. REIMBURSEABLE EXPENSES. OWNER shall reimburse CONSULTANT for actual costs related to Community Climate Action Plan advertising and meeting supplies in amounts not to exceed those listed below. CONSULTANT will furnish copies of receipts to the OWNER for reimbursement. OWNER shall furnish Consultant with a City of Bozeman copy code for CLAP related copies in the amount listed below. Should costs exceed those listed below, CONSULTANT may submit a written request to the City Manager for additional reimbursement. ITEM COST $ Su lies Action Plan Pa er/Co ies 400 Action Plan Meeting Su lies 200 Action Plan Advertisin 500 Article 5. CONSULTANT'S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement, CONSULTANT makes the following representations: 5.1 CONSULTANT has familiarized herself with the nature and extent of the Agreement, 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 cost, progress or performance of the Work. 5.2 CONSULTANT represents and warrants to City that she has the experience and ability to perform the services required by this Agreement; that she will perform said services in a professional, competent and timely manner and with diligence and skill; that she has the power to enter into and perform this Agreement and grant the rights granted in it; and that her 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 6. SCOPE OF WORK The Work shall consist of the preparation of the work described in the Scope of Services contained in Attachments "A" and "B". If CITY wishes CONSULTANT to perform additional k. 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 7. INSURANCE CONSULANT agrees to keep in force during the entire contract period of this Agreement minimum limits of not less than $1.0 Million in automobile liability insurance, with the City of Bozeman named as an additional insured under said insurance coverage. CONSULTANT shall provide proof of workers compensation insurance at the State statutory limits, unless CONSULTANT provides an exemption from the State Department of Labor & Industry Article 8. INDEMNITY Consultant shall indemnify, defend 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, defend 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 Consultant. The indemnity required herein shall not be limited by reason of the specification of any particular insurance coverage in this Agreement. Article 9. 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 10. GRANT /WORK MADE FOR HIRE 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 ~s 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, anal all other works Consultant copies that may belong to third parties for which license for use is required. Article 11. OFFICE RULES CONSULTANT shall comply with all office rules and regulations, including security requirements, when on City premises or in use of City equipment. Article 12. CONFLICT OF INTEREST CONSULTANT shall not offer or give a gratuity of any type to any City employee or agent. Article 13. 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, 18t~' Judicial District. Article 14. 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~ _~~Ce~- Hattie Baker, Consultant CITY OF BOZEMAN By. Chris Kukulski, City Manager ATTEST:. - - Stacy L~lmeri; -City Clerk ,~ r ~. a~ a A ... bt C~ Cr' .~ a H z w x `" ~~ V a b4 `.. h L' C~ a a.+ V RS i. C O V ... U L: 0 x. v I i i I ~ ~ ~ ~ O w ~ ~ ~ ~ ~ ~ ~ ~ F" ~ ~ ~ ~ a v~ .~ ~ ~ ~' o i Q; ~ ~ ~ ~ ~ o ~ W ~ ~ d * ~ ~ I i ~n O ~ O ~n O ~n O ~ N ~ ~ ~ O N ~ ~ O N ~ ~ O ^~ N M V1 ~--+ N M ~ ~D ~ i i [~ 00 •--, .-i .-, .-i .~ ~ ° ~ o ~ ° ~ o ~ ° o ° ~ o ~ °~ ~ ° ~ ° ~ ° ~ ~ ° O ° ~o ~ N O oo v', M ,--, O~ l~ ~n V) O ' H O `~ O ~n O ~ O ~ O O l~ M V ) (~ N -~ O V'1 00 .. N C O M .. ~ ~ ~ O N ~t ~ 01 "'"' ^-~ ~ ~-+ ~ ~-+ ~ ~-+ ~ N M N ~o N 0o N O M ~' CU r ! ' .O ~ ~ ~ c ~ w ^ ~ ~ ~ ~ , U ~ r r `- r ~ H ~~33..11 ''_ .SG (~ ~ ~ Q. c~ ~ ~.• ti bA ¢'' V i p y S~ ~ w ~ d ~ ti d ~ O i z Q ti w a, o N N ~, 00 ~ O O ~ O ~ U O ;, ~+ N ~. s.. O ~ U c~ j ~ N .~ ~ O ~ ~ ~ ~ ~ O ;~ ~ ~ U ~ ~ O ~ U '~ ~ ~ 3 -a ~ ~ ~ ~ O U N ~ O •~ ~ -~ .~ N 'C3 ~ bA ~ ~ ~ o a aF •iJ ATTACHMENT B SCOPE OF WORK I. Consultant is responsible for preparing a Greenhouse Gas Emissions Inventory, a. in accordance with the National Association of Clean Air Agencies (NACAA) and ICLEI-Local Governments for Sustainability, b. encompassing the City of Bozeman community, c. summarized in figures and tables in the Annual Status Report (item IV), d. accessible to the City of Bozeman for model verification and future monitoring. II. Consultant will create a Community Climate Action Task Force, a. by providing appointment recommendations to the City Manager, who will request approval of appointments from City Commission, b. using the Standard City Board Application form, c. that, at a minimum, includes representatives from: • City of Bozeman- Climate Protection Coordinator • Public A ems-Montana State University, Bozeman Deaconess, Bozeman Public Schools, Streamline Transportation, Gallatin County • Business- Chamber of Commerce, North Western Energy, Downtown. Business Association, Southwest Montana Building Industry Association • Residents- Inter-neighborhood Council, three citizens-at-large IlI. Consultant will facilitate Task Force meetings, a. to identify an emissions reduction goal, b. to develop community climate action recommendations and implementation strategies, c. wherein meetings comply with open meeting laws and utilize public meeting rooms, d. and meeting minutes will be delivered to the Climate Protection Coordinator for dissemination on the City of Bozeman web-site. IV. Consultant will provide an Annual Status Report, a. detailing the emissions inventory, meeting summary and/or minutes, and task force progress to date, b. and will be delivered by January 15, 2010 to the Climate Protection Coordinator. V. Consultant will prepare an Earth Day Progress Report in April 2010, a. to be presented during the week of the Gallatin Earth Celebration, b. to update the community and City Commissioners of progress and provide an opportunity for public comment. ,S VL Consultant will be furnished with a. a laptop computer for conducting the emissions inventory, preparing meeting minutes, and reports, b. CACP software for conducting the emissions inventory, c. a climateaction(a~bozeman.net e-mail address and phone service for communication with Task Force members, d. access to conference rooms for meetings, e. a City of Bozeman copy code. ~.