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HomeMy WebLinkAbout12- Engine 8 Climate Partners' Communications web development Professional Services Agreement t CO. PROFESSIONAL SERVICES AGREEMENT THIS IS AN AGREEMENT made as of the / day of August. 2012, between THE CITYOF 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 CITY intends to and has selected the CONTRACTOR to provide necessary and professional services for developing and preparing a website 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 website in collaboration with the Bozeman Climate Partners' Communications Working Group according to the terms outlined in the Scope of Work (Attachment A). The website will describe the projects and initiatives related to the Climate Action Plan and connect community members to local sustainability resources. The CONTRACTOR shall coordinate work with the Climate Action Coordinator and Bozeman Climate Partners' Communications Working Group. The website developed will be owned by the CITY. 2. Compensation: CONTRACTOR shall be paid an amount not to exceed $5,690 pursuant to the attached Scope of Work (Attachment A). CITY shall pay $2,845.00 upon invoice from the CONTRACTOR to initiate the project. The remaining balance (not Contract for Professional Services: Bozeman Climate Partners Website Design Page X of l to exceed $2,845) will be paid upon project completion. 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 Action 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 8, shall be the primary contact for the CONTRACTOR. Natalie Meyer, Climate Action Coordinator, shall be the primary contact for the CITY. 5. Independent Contractor: The parties agree that CONTRACTOR is an independent CONTRACTOR for purposes of this Agreement and is not to be considered an employee of the CITY for any purpose. CONTRACTOR is not subject to the terms and provisions of the CITY'S personnel policies handbook and may not be considered a CITY employee for workers' compensation or any other purpose. CONTRACTOR is not authorized to represent the CITY or otherwise bind the CITY in any dealings between CONTRACTOR and any third parties. CONTRACTOR shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. CONTRACTOR shall maintain workers' compensation coverage for all members and employees of CONTRACTOR'S business, except for those members who are exempted by Iaw. CONTRACTOR shall furnish the CITY with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. The CONTRACTOR shall be responsible for all costs and expenses of performing the services, tools and equipment required to perform the services and payment of all State and Federal taxes required. 6. 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. Contract for Professional Services: Bozeman Climate Partners Website Design Page 2 of 2 7. Notice of Claim(s1. 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. 8. Termination by City/Remedies: The CITY may terminate this Agreement with or without cause upon ten (10) days written notice to the CONTRACTOR. In such a case, the CONTRACTOR specifically authorizes the City, in its discretion, to assume oversight and operation of the Scope of Work. In such a case, the CONTRACTOR hereby waives any claim for any unpaid fees as of the date of termination not yet distributed to CONTRACTOR by the CITY. The foregoing shall not prevent the CITY from seeking any other remedy it may have at law or equity. The CITY may hold back payment or refuse payment whenever in the City's sole discretion it is required to assure, obtain or compel CONTRACTOR'S compliance or performance with this Agreement. 9. 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. 10. 10. 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 incidental 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 Website Design Page 3of3 Should CITY be required to bring an action against the CONTRACTOR to assert its right to defense or indemnification under this Agreement or under the certificate of insurance provided by the CONTRACTOR or under the CONTRACTOR'S applicable insurance policy the CITY shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the CONTRACTOR was obligated to defend the claim(s) or was obligated to indemnify the CITY for a claim(s) or any portion(s) thereof The above obligations shall survive termination of this agreement. 11. Ownership and Publication of Materials: All reports, information, data, web pages, and other materials prepared by the CONTRACTOR pursuant to this Agreement are the property of the CITY. The CITY has the exclusive and unrestricted authority to release, publish or otherwise use, in whole or part, information relating thereto. Any re-use without written verification or adaptation by the CONTRACTOR for the specific purpose intended will be at the CITY'S sole risk and without liability or legal exposure to the CONTRACTOR. No material produced in whole or in part under this Agreement may be copyrighted or patented in the United States or in any other country without the prior written approval of the CITY. 12. Non-Discrimination: The parties shall not discriminate in the fulfillment of this Agreement on the basis of race, color religion, creed, sex, age, marital status, native origin, or actual or perceived sexual orientation, gender identity, or disability. This prohibition shall apply to the hiring and treatment of the CONTRACTOR'S employees and to all its subcontracts. 13. Modification and Assignment: This document contains the entire agreement between the parties and no statements, promises or inducements made by either party or agents of either party, which are not contained in this written Agreement, may be considered valid or binding. This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The CONTRACTOR may not subcontract or assign CONTRACTOR'S rights, including the right to compensation or duties arising hereunder, without the prior written consent of CITY. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 14. Records Retention/Social Media. CONTRACTOR shall retain original content on website pages which retention shall comply with the State of Montana record Contract for Professional Services:Bozeman Climate Partners Website Design Page 4 of 4 retention schedule(s), specifically, Schedule 8 for Montana Local Governments. In addition, the CONTRACTOR shall inform the CITY whether records of original content will be stored in a physical location controlled by the CONTRACTOR or stored in a cloud Iocation, If a cloud location the CONTRACTOR must provide the CITY with the name and contact information for the entity providing the cloud storage. The CONTRACTOR'S agreement with the entity storing such records shall authorize the CITY to obtain such records upon demand by the CITY. Upon completion of service of the website under this Agreement CONTRACTOR shall provide the CITY all records created pursuant to this Agreement. Should CONTRACTOR engaged in development or implementation of social media platforms on behalf of the CITY the CONTRACTOR shall comply with the CITY's social media policy, adopted as City Manager Administrative Order 2012-01. 15. Miscellaneous:. a. Attorney Fees. If it is necessary for either party to bring an action to enforce the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney fees to be set by the appropriate court, including fees of the Bozeman City Attorney. b. This agreement shall be enforced under the laws of the State of Montana. c. A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party's right to enforce such tern or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. d. This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. e. CONTRACTOR represents it has obtained a CITY business license prior to commencement of any work to be performed under this agreement. Contract for Professional Services: Bozeman Climate Partners Website Design Page 5 of 5 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. CONTRACTOR: Brad Bunkers, Engine S CITYOF BOZEMAN CLJ ._ CHRIS KUKULSKI City Manager Attest. S zeman its.CjeP 4GS d as to f rm: ULI.,IVA N Bozeman City Attorney Contract for Professional Services: Bozeman Climate Partners Website Design Page 6 of 6