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HomeMy WebLinkAbout10- MSU, James Joyce Professional Services Agreement, recycling education filmPROFESSIONAL SERVICES AGREEMENT This Agreement is made this e day of r441 2010, by and between CITY OF BOZEMAN, P.O. Box 1230, Bozeman, Montana, a Municipal Corporation of the State of Montana, ("City"), and Montana State University, James B Joyce, ("Contractor"), 108 Paisley Ct. Apt D Bozeman, MT 59715 AGREEMENT Subject to the tenns of this agreement below, the Contractor agrees to furnish, and the City agrees to accept: Article 1. SCOPE OF WORK The Work shall consist of writing, producing, and distributing a 20-minute recycling education film targeting fifth-grade students as outlined in the Task 2 Deliverables, Department of Environmental Quality Contract (DEQ) #210080 (Attachment A). All services are to be performed by CONTRACTOR and/or its contractors in accordance with the most commonly accepted standards and practices of the film technology profession. CONTRACTOR will use final product technologies (Authored DVD, DVD project files, archival QuickTime Movie, Streaming Video QuickTime Movie) that are acceptable to the City in order to satisfy the broadest distribution of the material possible. Article 2. CONTRACT TIME. The Work will be completed by August 15, 2010. The date may be adjusted at the mutual written agreement of both City and Contractor. Article 3. CONTRACT PRICE. CITY shall pay CONTRACTOR for performance of the Work the total sum of Six Thousand, Three Hundred Dollars ($6,300). CONTRACTOR recognizes that the total sum is the amount allocated for the 20-minute film described in Task 2 Deliverables, DEQ Contract #210080. The CITY retains the right to a full refund of the Six Thousand, Three Hundred Dollars, should the final work fail to satisfy Task 2 Deliverables related to production of the 20-minute recycling education film. Article 4. PAYMENT PROCEDURES. Payments by OWNER to CONTRACTOR will be made in accordance with the following: 1. Payment will be released by OWNER to CONTRACTOR as start-up funds to commission the Work, upon submittal of a start-up invoice. Four Thousand dollars ($4,000) will be released by the OWNER to the CONTRACTOR by May 25, 2010. 2. Balance of the Payments will be provided by OWNER to the CONTRACTOR upon submittal of monthly invoices. a. Payments will not exceed 75% (seventy-five percent) of the contract price, or $4,725, prior to delivery of the initial public review draft of the work. b. Not more than 90% (ninety percent) of Payment, or $5,670, will be provided upon submittal of monthly invoices. Remaining Payment of $630 will be provided upon completion and delivery of the entire Work. Article 5. GRANT REPORTING. The City of Bozeman must submit a written Monthly Report and Reimbursement Requests to DEQ by the 5th day of each month. CONTRACTOR will provide the OWNER with a report that a) summarizes expenditures for project funds for the preceding month, b) includes reimbursement requests accompanied by copies of receipts, c) summarizes the total monthly hours for students, professors, and faculty, and d) provides a brief status report of the project that includes any significant problems that require resolution. Reports will be submitted to the Grants Coordinator, Natalie Meyer, by the first day of each month. CONTRACTOR will report even when no expenditures occur. Article 6. BUY AMERICAN PROVISION CONTRACTOR should make every effort to buy American goods. If unable to buy American, the CONTRACTOR will provide written documentation for justification. OWNER will then review questionable purchases with the DEQ. Article 7. START -UP DOCUMENTATION Digital photos of project start-up are required by the DEQ. CONTRACTOR will submit digital photos to OWNER by June 1, 2010 as evidence of film production start-up activity. Article 8. DISPLAY ARRA, CITY, and MSU LOGO This project receives funding through The American Recovery and Reinvestment Act, and must display the ARRA logo at the project location and in press releases and other online or offline communications. CONTRACTOR will acknowledge funding and support by including the appropriate logos for The American Recovery and Reinvestment Act, The City of Bozeman, and Montana State University during film introduction. Digital copies (in a TIFF format) of the ARRA, CITY, and MSU Logo must be provided by the OWNER to the CONTRACTOR by July 15, 2010 at a resolution of no less 1920 pixels 1080 pixels with a resolution of 300 pixels per inch. Article 9. INTELLECTUAL PROPERTY All patent and other legal rights in or to inventions created in whole or in part under this Agreement must be available to OWNER and the Department of Environmental Quality for royalty -free and nonexclusive licensing. Both parties shall have a royalty -free, nonexclusive, and irrevocable right to reproduce, publish or otherwise use and authorize others to use, copyrightable property created under this Agreement. All agents involved in the production of Task 2 Deliverables are permitted to use parts or the whole of the final project in their "show reels" when applying for work or grants in the future. Article 10. CONTRACTOR'S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 5.1 CONTRACTOR has familiarized themselves with the nature and extent of the CITY recycling services and Montana DEQ recycling standard practices. 5.2 CONTRACTOR represents and warrants to City that it has the experience and ability to 2 perform the services required by this Agreement; that it will perform said services in a professional, competent and timely mariner 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 detet tlline or exercise control as to general procedures or formats necessary to have these services meet this warranty. Article 1 1. INSURANCE CONTRACTOR 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 CONTRACTOR, or directly or indirectly by sub-contractors hired by CONTRACTOR. Minimum liability limits shall not be less than LO million general liability and $1.0 Million automobile liability. CONTRACTOR shall provide proof of workers compensation insurance at the State statutory limits, unless CONTRACTOR 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 12. INDEMNITY The CONTRACTOR agrees: 1. To waive any and all claims and recourse against the City of Bozeman, and 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 provision of funds for the improvements to the CONTRACTOR'S real property. 2. To indemnify, hold harmless, and defend the City of Bozeman and its agents, principals, and employees from and against any and all liability (including liability where activity is inherently or intrinsically dangerous), damages, losses or costs, including but not limited to reasonable attorney's fees (including fees of the Bozeman City Attorney or retained outside counsel) arising out of or resulting from the CONTRACTOR'S use of funds under this Agreement or a third party's negligence, recklessness, or intentional misconduct resulting from the CONTRACTOR'S use of funds under this Agreement, or compliance with all federal, state and local law resulting from the CONTRACTOR'S use of funds under this Agreement. In the event of an action filed against the City of Bozeman resulting from the CONTRACTOR'S performance under this agreement, the City of Bozeman may elect to represent themselves and incur all costs and expenses of suit. 3. The obligations of the CONTRACTOR to defend, indemnify and hold harmless the City of Bozeman will apply to any suit, cause of action, claim, 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 in tort, trespass, nuisance, and strict liability. 4. These obligations shall survive the completion of the project and the expenditure of all funds allocated under the Grant and continue in effect for the life of the project. 3 Article 13. INDEPENDENT CONTRACTOR CONTRACTOR acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. CONTRACTOR shall not enter into any contract or commitment on behalf of City. CONTRACTOR 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 14. GRANT WORK MADE FOR HIRE To the extent that CONTRACTOR'S Work includes any work of authorship entitled to protection under the copyright laws of the United States or elsewhere, the parties agree that: CONTRACTOR'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"; CONTRACTOR is an independent contractor and not an employee, partner, joint author or joint venturer of the CITY; CONTRACTOR '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 CONTRACTOR 'S Work. To the extent that CONTRACTOR'S work is not properly characterized as a "work made for hire," then CONTRACTOR 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 CONTRACTOR copies that may belong to third parties for which license for use is required. Article 15. ANTI-DISCRIMINATION The CONTRACTOR agrees not to discriminate in the fulfillment of this Agreement on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability. The CONTRACTOR agrees this requirement shall apply to the hiring and treatment of the CONTRACTOR's employees and to all subcontracts. Article 16, CONFLICT OF INTEREST CONTRACTOR shall not offer or give a gratuity of any type to any City employee or agent. Article 17. 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 tern's of this Agreement, the parties agree to attempt mediation of the conflict prior to pursuing litigation. Venue shall be in Gallatin County, 18 Judicial District. Article 18. 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. 4 IN WITNESS WHEREOF, the Parties hereto have set their hands and seals the day and year first above written. 5 CONTRACTOR actor CITY OF BOZEMAN A. By: Chris Kukulski, City Manager Contractor: DEQ Project Manager: Funds Requested: Matching Funds: Total Project Costs: City of Bozeman 121 North Rouse Ave. PO Box 1230 Bozeman, MT 59771 406-582-3238 Kathy O'Hern 14,117 743 14,860 DEQ reimbursable amount is $8,800 ATTACHMENT A DEQ Contract 210080 Attachment A Recycling is Elementary: Bozeman Public School District Partnership Contractor shall establish a district-wide school recycling program. Contractor shall purchase bins for classrooms, Clear Streams for common areas, and totes for central collection locations at each school. Contractor shall develop a high-quality recycling education program targeting elementary school students. DEQ shall reimburse Contractor $14,117 for the purchase of recycling receptacles for the schools, for the development of a professional film, for the development of an educational activity packet, and for transportation costs for the Bozeman High Recycling Club so that they can travel to schools to provide lessons. This reimbursement is the consideration for all of Contractor's tasks under this Contract. Contractor shall supply $743 in contributed funds to purchase additional bins for the schools. Contractor shall document all personnel hours expended on performance of its duties under the Contract. Task 1: Contractor shall purchase recycling receptacles for every school in the Bozeman School District, maintain the receptacles, and service the receptacles on a sufficiently regular basis to provide adequate space for new recycling deposits. Task 1 Funding: 4,817 Task 1 Timeline: Contractor shall purchase the bins and place them in the required locations within 90 days after Contract execution. Contractor shall maintain and service the bins through February 28, 2011 Task 1 Deliverable: Contractor shall purchase fifty 18-gallon recycling bins, thirty 65-gallon totes, twelve cases of Clear Stream bins, and four rolls of Clear Stream bags. DEQ Reimbursable amount 4,817 Contractor shall contribute 743 in funding for additional recycling receptacles. Task 2: Contractor shall develop educational materials that include a 20-minute film and activity packet targeting fifth-grade students. Task 2 Funding: $8,800 Task 2 Timeline: To be completed by August 2010. Task 2 Deliverable: Contractor shall develop a twenty-minute film and activity packet, and post them to the school district's web site. Contractor shall submit to DEQ copies of educational materials. DEQ reimbursable amount is $500 DEQ Contract 210080 Attachment A Task 3: Contractor shall present educational materials to elementary school teachers during teacher planning sessions in August 2010. Task 3 Funding: 0 (included in $14,117 reimbursement) Task 3 Timeline: During August 2010 Task 3 Deliverable: Contractor shall supply teachers with the Information they need to teach students at each grade level about the recycling program. Contractor shall submit to DEQ copies of the materials provided to teachers. Task 4: Contractor shall introduce the Bozeman High School Recycling Club to the film and educational materials. The students shall provide recycling lessons to all fifth-grade students in the district beginning in September 2010. Task 4 Funding: 500 Task 4 Timeline: Beginning in September 2010 and continuing until training is completed. Task 4 Deliverable: Through the High School Recycling Club, Contractor shall provide lessons to all fifth-grade students in the Bozeman School District. Contractor shall submit to DEQ the Recycling Club's training schedule. Task 5: Contractor shall document, and maintain documentation of, all personnel hours created or maintained by the funded recycling project. Documented hours must include all time expended by equipment operators, persons developing and disseminating educational material, persons transporting recycling material, and persons performing other duties necessary to Contractor's performance of its tasks under this Contract. Task 2 Funding: 0 (included in $14,117 reimbursement) Task 2 Timeline: upon contract execution through February 28, 2011 Task 2 Deliverable: Contractor shall submit to DEQ documentation of all personnel hours spent on the recycling project. Contractor shall submit to DEQ copies of timesheets showing the tasks associated with all personnel hours, as well as proof that the Contractor adhered to Davis-Bacon Act wage requirements. Task 6: Contractor shall document the type and amount of materials recycled during the funded project period and submit the documentation to DEQ. Task 3 Funding: 0 (included in $14,117 reimbursement) Task 3 Timeline: upon contract execution through February 28, 2011 Task 3 Deliverable: Contractor shall submit to DEQ documentation of materials collected for recycling. Send materials to Kathy O'Hern, Recycling Specialist, PO Box 200901, Helena, MT 59620- 0901.