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HomeMy WebLinkAboutDraft Contract w MSU Local Govt Ethics Training 2013 / PROFESSIONAL SERVICES AGREEMENT THIS IS AN AGREEMENT made as of the ____ day of February, 2013, between THE CITY OF BOZEMAN, a Municipal Corporation, Bozeman, Montana, PO Box 1230, Bozeman, MT 59771-1230, through its duly elected Commission, (OWNER) and Montana State University Extension, whose principle offices are located at P.O. Box 172240, Bozeman, MT, 58714-2240 (CONTRACTOR). WHEREAS, the accomplishment of the work and services described in this Agreement is essential to the OWNER'S compliance with the City of Bozeman Charter and the Code of Ethics; and WHEREAS, the OWNER intends to and has selected the CONTRACTOR to provide necessary and professional services for developing and preparing an ethics training for all city officials and employees; 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: Professional Services to be Performed: Scope of Work: The CONTRACTOR shall be responsible for developing, implementing, and hosting an ethics training for elected and appointed officials and all employees for education and training purposes in accordance with the attached 2013 Ethics Training Proposal, dated January 31, 2013. The CONTRACTOR shall coordinate the content and outcomes of the training with the City Attorney, City Clerk, and City of Bozeman Board of Ethics. All content and data generated will be co-owned by the OWNER and CONTRACTOR. Compensation: CONTRACTOR shall be paid $3,500 pursuant to the attached scope of work. OWNER shall pay the entire amount upon invoice from the CONTRACTOR. This invoice shall be approved by the Bozeman City Attorney and paid through the Bozeman Clerk. 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. Contacts: Dan Clark, Director of the Local Government Center, Montana State University, shall be the primary contact for the CONTRACTOR. Aimee Brunckhorst, Deputy City Clerk, shall be the primary contact for the OWNER. 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 on the Montana State University campus. 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 OWNER. Notice of Claim(s): The CONTRACTOR shall immediately notify the OWNER 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. 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. 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 OWNER and must be delivered to the OWNER 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 OWNER within ten (10) business days of notice of termination. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. CONTRACTOR: ___________________________________ Dan Clark, MSU CITY OF BOZEMAN ________________________________ CHRIS KUKULSKI City Manager Attest: ______________________ ______ STACY ULMEN, CMC City Clerk Approved as to form: _______________________ GREG SULLIVAN City Attorney