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HomeMy WebLinkAbout12- Engine 8 Professional Services Agreement for Bozeman Climate Partners' Communications Working Group Logo Design �St3�x Ga � �l�co.i►� PROFESSIONAL SERVICES AGREEMENT THIS IS AN AGREEMENT made as of the If"day of Ma 2012, between THE CITY OF BOZEMAN, a Municipal Corporation, Bozeman, Montana, PO Box 1230, Bozeman, MT 59771-1230, through its duly elected Commission, (CITY) and Engine S, whose principle office is located at P.O. Box 852, Livingston, MT, 59047 (CONTRACTOR). WHEREAS, the accomplishment of the work and services described in this Agreement is essential to the CITY'S compliance with the City of Bozeman Charter and the Code of Ethics; and WHEREAS, the CITY intends to and has selected the CONTRACTOR to provide necessary and professional services for developing and preparing a logo for the City of Bozeman and Bozeman Climate Partners' Communications Working Group; and WHEREAS, CONTRACTOR represents it is willing and qualified to perform the professional services for this investigation as described in this Agreement. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the parties agree as follows: 1. Professional Services to be Performed: a. Scope of Work: The CONTRACTOR shall be responsible for developing a logo in collaboration with the Bozeman Climate Partners' Communications Working Group to identify the projects and initiatives related to the Climate Action Plan. The CONTRACTOR shall coordinate work with the Climate Protection Coordinator and Bozeman Climate Partners' Communications Working Group. The logo selected will be owned by the CITY. 2. C• ompensation: CONTRACTOR shall be paid an amount not to exceed $2,475 pursuant to the attached scope of work. CITY shall pay $1,237.50 upon invoice from the CONTRACTOR to initiate the project. The remaining balance (not to exceed Contract for Professional Services:Bozeman Climate Partners Logo Design Pagel of4 $1,237.50) will be paid upon project completion according to the terms outlined in the attached scope of work. If, for whatever reason, the project scope changes the CONTRACTOR will notify the CITY prior to adjusting the final fees. The final invoice shall be approved and paid by the Climate Protection Coordinator. 3. Time of Completion: CONTRACTOR recognizes time is of the essence and will complete the above described duties in as expeditious a manner as possible and in accordance with the attached scope of work. 4. Contacts: Brad Bunkers, Engine S, shall be the primary contact for the CONTRACTOR. Natalie Meyer, Climate Protection Coordinator, shall be the primary contact for the CITY. 5. Miscellaneous: a. Independent Contractor: It is understood and agreed that the CONTRACTOR is a independent entity and that the relationship created by this agreement is that of an independent contractor. CONTRACTOR is not an employee of City, and is not entitled to the benefits provided by City to its employees, including but not limited to, group insurance and pension plan. As an independent contractor, CONTRACTOR is required to provide the necessary equipment to perform the services required herein. CONTRACTOR is exempted under §39-71-401, MCA, under subsection (d) from the requirement for Workers Compensation Insurance as CONTRACTOR is a sole proprietor that works from a separate fixed business location with Engine S. a. Assignment/Substitute: Neither this Agreement nor any interest herein, or claim hereunder, shall be assigned or transferred by CONTRACTOR to any party or parties without the prior written approval of the CITY. b. Notice of Claim(s): The CONTRACTOR shall immediately notify the CITY of any claim, demand, complaint, or cause of action filed, delivered, or served on the CONTRACTOR during the term of this Agreement or after if related in any way to the provision of services under this Agreement. c. Modification and Amendments: The parties agree that any amendment or modification of this Agreement or any provisions herein shall be made in writing and executed in the same manner as this original document and shall after execution become a part of this Agreement. Contract for Professional Services:Bozeman Climate Partners Logo Design Page 2 of 4 d. Termination: Either party may terminate this Agreement by submitting written notice to the other party. Any work product created by CONTRACTOR up to the point of termination shall be the property of the CITY and must be delivered to the CITY within five (5) business days of termination. In the event of termination by either party, CONTRACTOR shall provide a final invoice for work completed to CITY within ten(10) business days of notice of termination. e. Insurance. CONTRACTOR shall obtain commercial general liability insurance insuring it for its performance under this agreement. The permittee shall name the City of Bozeman, its officers, and employees as additional insureds on a primary non-contributory basis. The additional insured coverage shall be in a form acceptable to the City. To the extent reasonably possible, such additional insured coverage shall be in the minimum amounts of$750,000 per claim and $1,500,000 per occurrence. The insurance requirements of this section are in addition to and separate from any other obligations contained in Sect. 5(f). £ Indemnification/Waiver. To the fullest extent permitted by law, CONTRACTOR agrees to defend, indemnify, and hold the City harmless against claims, demands, suits, damages, losses, and expenses connected therewith that may be asserted or claimed against, recovered from or suffered by the CITY by reason of any injury or loss, including but not limited to, personal injury, including bodily injury or death, property damage, occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of CONTRACTOR or its agents or employees. CONTRACTOR waives any and all claims and recourse against the CITY or 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 performance of this Agreement except "responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent" as per 28-2-702, MCA. Contract for Professional Services:Bozeman Climate Partners Logo Design Page 3 of 4 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. CONTRACTOR: Brad Bunkers, Engine S CITY OF BOZEMAN r }r,r CFIRIS KUKULSKI & ` ' ' ' City Manager Att6 y S A City C f LATtN �° Approved as to farm: G G SULLIVAN City Attorney Contract for Professional Services: Bozeman Climate Partners Logo Design Page 4 or 4