HomeMy WebLinkAbout14- Clark Real Estate Appraisal for Story Mansion Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 13th day of January, 2014, by and
between the CITY OF BOZEMAN, MONTANA, a municipal corporation organized and existing
under the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana 59771,
hereinafter referred to as "City," and Clark Real Estate Appraisal, 6477 US Highway 93 South,
#509, Whitefish, Montana 59937, hereinafter referred to as "Consultant,"
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpos : City agrees to hire Consultant as an independent contractor to perform for
City services described in the Scope of Services attached hereto as Exhibit "A" and by this
reference made a part hereof.
2. Effective Date: This Agreement is effective upon the date of its execution and will
terminate on the 30th day of June, 2014,
3. Scope of Work: Consultant will perform the work and provide the services in
accordance with the requirements of the Scope of Services attached hereto. For conflicts between
this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement
governs.
4. Payment: City agrees to pay Consultant an amount based on the Consultant's
proposal but not to exceed Ten-Thousand Dollars ($10,000.00) for services performed pursuant to
the Scope of Services. In addition, Consultant may be billed at the hourly rate, not to exceed
Seventy-Five Dollars ($75,00) for any additional services requested beyond the scope of work. Any
alteration or deviation from the described work that involves additional costs above the Agreement
amount will be performed by Consultant after written request by the City, and will become an
additional charge over and above the contract amount. The parties must agree in writing upon any
additional charges.
5. Consultant's Representations- To induce City to enter into this Agreement,
Consultant makes the following representations:
a. Consultant has familiarized itself with the nature and extent of this Agreement, the
Scope of Services, and with all local conditions and federal, state and local laws, growth policies,
adopted plans of the City, ordinances, rules, and regulations that in any manner may affect cost,
progress or performance of the Scope of Services.
b. Consultant represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform said services in a professional,
competent and timely manner 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
Professional Services Agreement for Real Estate Appraisal of Story Mansion
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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 determine or exercise control as
to general procedures or formats necessary to have these services meet this warranty.
6. Independent Contractor Status: The parties agree that Consultant is an
independent contractor for purposes of this Agreement and is not to be considered an employee of
the City for any purpose. Consultant 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. Consultant is not authorized to represent the City or otherwise
bind the City in any dealings between Consultant and any third parties.
Consultant 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. Consultant shall maintain workers' compensation coverage for all members and
employees of Consultant's business, except for those members who are exempted by law.
Consultant 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.
7. Indemniy2Raiver of Claims/insurance: For other than professional services
rendered, to the fullest extent permitted by law, Consultant 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 Consultant or Consultant's agents or employees.
For the professional services rendered, to the fullest extent permitted by law, Consultant
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
expenses, including reasonable defense attorney fees, to the extent caused by the negligence or
willful misconduct of the Consultant or Consultant's agents or employees.
Consultant also 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.
Should City be required to bring an action against the Consultant to assert its right to
defense or indemnification under this Agreement or under the Consultant's applicable insurance
policies required below 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
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Jurisdiction deterinines thu Consultant wa< obhgiited to de1nd the chhsns) or mus Shgated to
indemnay the (My Ew as WnKs) or any pcwdon(s) thereof,
The above obligathris shall sunivu terminahmi ollhis agreen-lng.
In additV us and it frorn the above, ConSUINint shall secure in-surance coverage
that will protect, Wild, and indetntrify the. City and MUch is acceptable to the Uity and furnish it)
*e Cly an acconyw"Ang culailinne of insuranLA! a,,,sucd by a company authoriz(�d to do business ill
the State OFMODUind, ill '11110l.lnts not 1eS,,S than as fefllovvs:
Worlaors' ('onipcnsaltion - malutory
Employers' 1,iabihty - $1,000.000 per occurrence: S20ANO annuaf aggwgm
Cimuncruial Guneral Whilk) - SINOTOW1 per occurrence, S2,0100,000. annual
Upgreg"Atc
Au0nobde [jabi1hy - $131WA000 propuny darnage/bodfly in�jury% $2,0010,000
'ATIJILIZO aggregato SixaOX00 it W-1
PnOssitmal Liability - SIAMOM porclann: 1'a,#4H*4a0nUTl a��2gregatC
4
Ile (Ty of Bozeman. is Wco, agents, and ernployces, shall be endorsed cis tin ad&ional
o r tianicd insured on a primary non-contrjbUtOry basis oil both the C'orninercial General and
Auunnobile Lviabilly lWicies, The insurance ,and required CudOISCITICrItS must be in as 16rul suitable
to CVy and Ad] KeWde no less than a th&y (30) day wnieu of emwelkamn (n nowyctwwaL Ile
Cay must approve all insunince coverage and undorsements prior to the ('onsultant cornmencingy
"vrk.
8. Professional Ser-i n Consultant agrees that all new ies mid vW perbrined
heretHICICI' Will he: W O.Yinpli,;hcd in as profissional rrwurser.
Y. ConipHance ith Laws: Ansuhant agrocs to comply with all fiederal, state aInd
local laws, ordinances, rules and regulations. including the safcty rules, codes, and pnwkkms of Me
WHana SWQ KA in Tide 50, Claptor V. NK.A. (`cmsuhmo agrees to pul-chme a C'ity business
10. Nondi, ination: The Consultant wild have as policy it) provide LqLldl
cinployrricin opportunity in accordance Nvith Al applicable state and federal anti-disernuination
laws, regulatix"I" and "waam Ile Ommitant will not rcf'u,s(- einploymeni to as persion, bar a
penon forn employnieni., cr discrindnatc ag"at a pemmi in compensation or in a tern), conditiNi,
or privilege oj'en-,rnpIoyl-nen1 because of peers~.. color, religion, creed, political ideas, sex, age, niarital
nalional origin, actual or perteived sexual orientation, gender ideiltity, physical or inenW
disability, cxccpt when the reasonable demands of the position require an agrc, physical or mental.
disaWhy, marital status ca sex distinctk.yn, The Unmhant shall he subject to and comply-with 'Tile
V1 of the Civil Rights Act of 1964: Sect An 14(h Ptle 2, 1 Wined Staters ('ode, and all regulations
prornulgated thcrcunder, The Consultaint shall require these nondiscrimination tennis of its sub-
COTISUIUMIS Pf'ONridul),,1 SCrViCCS UMICT d1iS agreenlient,
11nAvN•wnaJ Servwes Apvmwm Rw Rn! Haw Appm nN(W Awy khmon
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11. Default and Termination: If either party fails to comply with any condition of this
Agreement at the time or in the manner provided for, the other party, at its option, may terminate
this Agreement and be released from all obligations if the default is not cured within ten (10) days
after written notice is provided to the defaulting party. Said notice shall set forth the items to be
cured. Additionally, the non-defaulting party may bring suit for damages, specific performance,
and any other remedy provided by law. These remedies are cumulative and not exclusive. Use of
one remedy does not preclude use of the others. Notices shall be provided in writing and hand-
delivered or mailed to the parties at the addresses set forth in the first paragraph of this Agreement.
12. Modification and Assignability: 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 Consultant may not subcontract or assign Consultant'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 terrns and conditions of this Agreement.
13. Ownership and Publication of Materials: All reports, information, data, and other
materials prepared by the Consultant pursuant to this Agreement, except those separately identified
in the Scope of Services or in other written agreements between the parties, are owned by the City.
The City has authority to release, publish or otherwise use, in whole or part, reports, information,
data and other materials prepared by Consultant pursuant to this Agreement, except those separately
identified in the Scope of Services or in other written agreements between the parties. Any re-use
without written verification or adaptation by the Consultant for the specific purpose intended will be
at the City's sole risk and without liability or legal exposure to the Consultant. 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.
14. Liaison: City's designated liaison with Consultant is Chris Kukulski and
Consultant's designated liaison with City is Elliot M. Clark.
15. Applicabitii(y.: This Agreement and any extensions hereof shall be governed and
construed in accordance with the laws of the State of Montana.
16. Reports/Accountability/Public Information: Consultant agrees to develop and/or
provide documentation as requested by the City demonstrating Consultant's compliance with the
requirements of this Agreement. Consultant shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Consultant pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
Consultant shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
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17. Non-Waiver: 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 term
or conditions or to pursue any available legal or equitable rights in the event of any subsequent
default or breach.
18. Attorney's Fees and Costs: That in the event it becomes necessary for either Party
of this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement
or to give any notice required herein, then the prevailing Party or the Party giving notice shall be
entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel
to include City Attorney.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
CITY OF BOZEMAN, MONTANA Clark Real Estate Appraisal
By B
Chris Kukulski, City Manager Elliot M. Clark, Owner
APPROVED ORM:
B
Gr suilivan, Bozeman CViAttorney
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EXHIBIT A
The scope of work will include visual inspection of the subject property; examination of
chain of title and use history for the subject property; examination of economic and market forces
that affect the subject property; preparation of a market study of similar historic properties in
Bozeman, other cities in Montana and outside of Montana (if necessary); interviews with
appropriate government officials, land owners, property managers, real estate agents and
developers; determination of highest and best use for the subject property as if vacant and as is;
search for and select appropriate vacant land sales and determine a value of the site as if vacant;
search for and select comparable sales, leases and cost information; and determine a value as
improved; possibly project costs to renovate any unusable areas in order to obtain tenants and/or
purchasers; prepare an analysis of the impact of conservation casements and other restrictions on
the value of the subject property; and determine whether or not there are historical tax credits
available to renovate and/or operate the subject property. The report will be prepared in compliance
with the Uniform Standards of Professional Appraisal Practice as promulgated by The Appraisal
Foundation and the Code of Professional Ethics and Certification Standards of the Appraisal
Institute. An electronic copy of the appraisal will be provided to the client and an additional two
hard copies of the appraisal report upon request. The final report will be delivered approximately 8
weeks from date of engagement.
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