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HomeMy WebLinkAbout87- Gallatin Development Corp. Professional Services Agreemen for Admin. of Community Development Block Grant PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT IS ENTERED INTO this day of , 1987, by and between the CITY OF BOZEMAN, MONTANA, (hereinafter referred to as the "CITY") , and GALLATIN DEVELOPMENT CORPORATION, a not for profit organization, Bozeman, Montana, (hereinafter referred to as the "CONTRACTOR".) WITNESSETH THAT: WHEREAS, the CITY desires to contract for assistance with administration of a Community Development Block Grant to provide for an Economic Development Program for the expansion of Schnee"s Boot Works. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: A. SCOPE OF SERVICES The CONTRACTOR shall diligently work towards completion of services in connection with this Contract, including the fallowing: 1. Assist the CITY in developing an economic development program to meet the specific needs of the CITY in accordance with the proposal submitted to the Depart- ment of Commerce. 2. At the request of the CITY, attend local meetings, to facilitate program development and execution. 3. Assist in the administration and management of the pro- gram in accordance with State and Federal regulations. 4. Assist the CITY and its staff in coordinating the Community Development Block Grant activities so as to assure expeditious completion of its program. 5. Prepare a project completion time schedule that will realistically project a timely completion of the Economic Development Block Grant. 6. Prepare an Environmental Assessment report that accurately analyses the affect the development block grant will have on the environment and surrounding property owners. 1 B. THE CITY'S RIGHTS AND DUTIES The CzTn"3 rights and duties are set forth, but not limited to the following: I. The City Community Development Program Manager shall be the liaison between the ComTuACrom and the CITY. 2. The czrY shall furnish all salaries, materials, equip- ment, office space, supplies and incidentals that the CITY determines to be necessary for the Community Development Program Manager. ]. The CITY shall have the right of review and examination of the CONTRACTOR'S work at all times. C. TIME OF eEor0RmamcE The services of the cnmroucr0u are to be undertaken imme- diately upon acceptance and approval of this Agreement in such a sequence to insure their expediouo completion. The C0mraaCron shall undertake the management and administration of the program as outlined in the Scope of Services and shall complete the tunba no later than six (o) months after the date of apgzu"aI of the grant 000tzuot between the czrr and the Montana Department of Commerce. D. cnmenmoArznm Compensation to the oomcaAorom for services rendered, shall be the lump sum of Three rboaaaud Dollars ($3,000,00) . it is understood by the onmrmACrou and the Czcr that this lump sum payment includes the cost of all the CONTRACTOR'S personnel, personnel benefits, overhead, and travel neces- sary to fulfill the terms of this Agreement. The CITY shall not be responsible for paying the oomrnAcrom'S fringe bene- fits. In addition, the Comzuecrom shall be responsible for direct expenses including out-of-pocket expenses such as travel, lodging, meals and phone. 2 E. ooTxoo OF pAxMomc The Czrr agrees to pay the comzuaCr0o as follows: I. 100% ($3,000.e0) of the total due the cnNTgAcz0a upon approval of the grant contract between the oIru and the Montana Department of commerce (D.O.C.) . The last payment abelI be withheld until the services, outlined in Section "a"' scope! of services, are com- pleted and accepted by the czcY. F. ADDITIONAL CONDITIONS It is expressly understood that the CnmrRarcou shall spend time working on the project or programs authorized by the CITY as they deem appropriate, provided that the cnmrnAccoo shall spend such time as is necessary to perform contract obligation in a thorough and timely muooac. When it is determined that a technical deficiency exists in subject services, such deficiency being the result of an error or omission or commission by the comTmacToa, modifications will be made at no additional cost to the czzu. comcuxnznm warrants that it will provide services in accord- ance with the standards of cure, skill and diligence ebiob is normally exercised by recognized professional firms with respect to aezviomo of a similar nature. G. zmoEeomooNr CONTRACTOR it is agreed that the relation established by this agreement between the ComcnaCcOu and the Czzx is not that of agent and principle, nor servant and master, nor employee and employer, but that, on the contrary, the relation between the ComraxCroa and the CITY is purely contractual in the performance of the *och herein specified, the comraAcTon being an independent contractor responsible to the ozcr only as to the results to be obtained in the work herein speci- fied and to the extent that the work shall be done in » accordance with any design, construction standards or other terms furnished by the CITY. H. LIABILITY CONTRACTOR waives any and all claims and recourse against the CITY, including the right of contribution for loss or damage to persons or property arising from, growing out of, or in any way connected with or incident to this contract, except claims arising from the concurrent or sole negligence of the CITY or its officers, agents or employees. Further, the CONTRACTOR will indemnify and hold harm- less the CITY against any and all claims, demands, damage, costs, expenses, or liability arising out of the performance of this contract except for the liability arising out of the concurrent or sole negligence of the CITY or its officers, agents, or employees. In the event the CITY is named as a co-defendent in any action relating to activities to be per- formed under this contract, the CONTRACTOR will notify the CITY of such fact and will represent itself as a co-defen- dent in such legal action in which case the CITY will bear its own litigation costs, expenses and attorney's fees. The CONTRACTOR assumes all responsibility and agrees to reimburse the CITY for any damage to property of the CITY caused by or occuring in connection with the performance of any work hereunder. I. CONSULTING SERVICES The CONTRACTOR shall be free to retain such consultants as they shall deem desireable or necessary to complete the pre- viously described scope of services. Such services shall be at CONTRACTOR'S own expense and further, the CONTRACTOR shall remain fully responsible hereunder. J. AVOIDANCE OF CONFLICT OF INTEREST No employee of the CONTRACTOR and no officer, member, employee or public official of the CITY shall participate in any decisions relating to this contract which affects his 4 personal interest or the interest of any cozporati*o' partnership or association in which be is directly or indirectly interested, or have any personal or pecuniary interest, direct or indirect, in this contract or the pro- ceeds thereof. K. TERMINATION OF CONTRACT This contract may be terminated as follows: z. Termination due to loss of funding. This contract shall terminate in full or in part at the discretion of the Czrr in the event that the czz, suffers the loss of funding or termination of the grant au as to make it unable to make payment to the C0mruAcroa- In this event the CITY shall give the ComrmACcou written notice which shall set forth the effective date of termination. 2. reonioatioo by cause. If the CITY determines that the comruaorVe has failed to comply with the special con- ditions and/or the general terms and conditions of this Agreement, the czTz may terminate this Agreement in whole, or in part, at any time before the date of com- pletion. The CITY shall promptly notify the cnmrnAczVR in writing of the determination to terminate, the reasons for the termination, and the effective data of the termination. Payments made to the oamraacxmn or recoveries by the Czzr shall be in accord with the legal rights and liabilities of the Dortiea, L. TERMlS ,AND <z>NIITIONS It is expressly understood that the records of the CONTRACTOR shall be open to inspection by any federal, state or local agency that has monitoring responsibility for the project. Also, the following federal standards are, by reference herein, incorporated as conditions of this Agree- ment: * Executive Order 11246, Equal Employment Opportunity ^ Title zv of the civil Rights Act ^ Section 109 of the nCo Act of 1974 5 ^ Section 3 of the aoo act of 1960 It is expressly understood by and between the parties here- to that this contract is dependent upon Czrx receiving Com- munity Development Block Grant from the State of Montana, and shall be dependent upon grant funds being received from the appropriate agents. In the event said Community Devel- opment Block Grant Funds are not provided to the CITY, the Czrr shall incur no responsibilities under this Agreement. M. comeLozo AGREEMENT This document, together with all attachments referenced herein, constitutes the complete Agreement between the parties and supersedes all prior negotiations, representa- tions or agreements, written or ocaz, This contract may be amended only by written instrument oiqoeu by the CITY and the oomzmaczom. N. COMPLIANCE WITH aeeLzCaoLE Luwo The onmznaozox shall comply with all federal, state and local laws and ordinances applicable to the work to be done and to the administration of the Community Development Block Grant. This Agreement shall be governed in all respects by the laws of the State of Montana. 0. PUBLIC zmrnRmarz0w The cnmTmacTna shall not issue any st^temento, releases or information for public dissemination without prior apgcv,aI of the czzY^ P. LITIGATION LOCATION in the event litigation is pursued under this contract, it will be in the District Court of Gallatin County, mooteue. 0. owmERsezP OF ooCowomTS All drawings, specifications and information prepared under the terms of this contract, including schedules, reports, date, recommendations, exhibits, analyses, and plans shall become the property of the czTr and will, at its request, be 6 delivered to the CITY, but CONTRACTOR may retain and use copies thereof in furtherance of its know-how. The CITY or its representatives shall have the right to examine any such documents during the contract term. IN WITNESS WHEREOF, the CITY and the CONTRACTOR have executed this Agreement as of the date first above written. CITY OF BOZEMAN ATTEST: Clerk of the City Commission James Wysocki, City GALLATIN DEVELOPMENT CORPORATION 2 i 00, ByZ STATE OF MONTANA :ss County of Gallatin On the day of 1987, before me, a Notary Public for the State of Montana, personally appeared , known to me to be the of Gallatin Development Corporation, the corporation that executed the foregoing Professional Services Agreement and acknowledged to me that he/she executed the same for and on behalf of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal on the day and year first written above. (SEAL) &q,ta,py Public—for State of Montana Residing at: Commission expires: 7