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HomeMy WebLinkAboutProfessional Service Agreement with Meridian Arts Commission with Sage Community ResourcesCity of Meridian Meridian Arts Commission Strategic Planning and Grant Writing Services PROFESSIONAL SERVICES CONTRACT This PROFESSIONAL SERVICES CONTRACT is entered into this ~ day of ~C'f'im.~ , 2007, by and between the City of Meridian, Idaho, whose address is 33 E. Idaho, Meridian, Idaho 83642, herein referred to as the "CITY" and Sage Community Resources dba IDA-.ORE Planning and Development Association, whose address is 125 E. 50th Street Garden City, Idaho 83714, herein referred to as the "CONTRACTOR." Witnesseth: WHEREAS, the CITY has determined the need for services to provide facilitation and information related to strategic planning by and for the Meridian Arts Commission; WHEREAS, the CONTRACTOR is specially trained, experienced, and competent to provide, and has agreed to provide, such services; WHEREAS, the CITY desires to engage the CONTRACTOR to render certain services related to the above described Arts Commission; and WHEREAS, in order to assure effective management of the above project, it is deemed to be in the best interests of the CITY to enter into an agreement with the CONTRACTOR as hereinafter provided; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained the parties hereto do mutually agree as follows: 1. EMPLOYMENT OF CONTRACTOR and SCOPE OF WORK The CITY agrees to engage the CONTRACTOR to provide, and the CONTRACTOR agrees to provide, the services described in ATTACHMENT A -Scope of Work, which attachment is incorporated by reference as if set forth fully herein. CONTRACTOR shall provide services and work under this Contract consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. CONTRACTOR represents and warrants that she will perform her work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Contract and that are in effect at the time of performance of this Contract. 2. CONTRACTOR RELATIONSHIP In all matters pertaining to this Contract, CONTRACTOR shall be acting as an independent contractor. The contracting parties warrant by their signature that no employer-employee relationship is established between the CONTRACTOR and the CITY by the terms of this contract. 3. NOTICES Any and all notices required to be provided by either of the parties hereto, unless otherwise stated in this Contract, shall be in writing and be deemed communicated when mailed by United States Mail, certified, return receipt requested., addressed as follows: Sage Community Resources Page 1 of 5 City of Meridian Meridian Arts Commission Strategic Planning and Grant Writing Services City of Meridian Purchasing Agent 33 E. Idaho Avenue Meridian, Idaho 83642 Sage Community Resources 125 E. 50~h Street Garden City, Idaho 83714 Either party may change its address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 4. CONTRACTOR'S INSURANCE The CONTRACTOR warrants that it has obtained, and will maintain at its expense for the duration of this Contract, adequate statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance. 5. EFFECTIVE DATE AND TIME OF PERFORMANCE The services to be performed by the CONTRACTOR will be completed by the deadlines set forth in ATTACHMENT A -Scope of Work. This contract begins immediately upon execution and shall remain in effect until project completion. The CONTRACTOR agrees that services and work provided under this Contract will be performed in a timely manner. The parties hereto acknowledge and agree that time is strictly of the essence with respect to this Contract, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Contract by the party so failing to perform. 6. PAYMENT CITY will pay CONTRACTOR for services rendered pursuant to this Contract in the total amount of $2,425.00, which payment shall be made pursuant to the following method: To receive payment for services rendered, the CONTRACTOR shall, on a monthly basis, mail to CITY an invoice itemizing services rendered during the previous month and stating the amount of payment requested for such services. 7. ENTIRE AGREEMENT This Contract contains the entire agreement between the parties, and this Contract supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, whether previous to the execution hereof or contemporaneous herewith. 8. MODIFICATION OF CONTRACT Sage Community Resources Page 2 of 5 City of Meridian Meridian Arts Commission Strategic Planning and Grant Writing Services This Contact may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. 9. ASSIGNMENT OF RIGHTS AND DUTIES The CONTRACTOR may not sub-contract, assign, transfer, hypothecate or sell its rights (including the right to compensation) or duties arising hereunder without the prior express written consent of the CITY. Any subcontractor or assignee shall be bound by all the terms and conditions of this contract. 10. TERMINATION OF CONTRACT In the event of any termination of this Contract, all finished or unfinished documents, data, and reports prepared by the CONTRACTOR under this Contract shall, at the option of CITY, become its property, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. This Contract may be terminated as follows: a. Termination for convenience The CITY may terminate this Contract in whole, or in part, for the convenience of the CITY when both parties agree that the continuation of the project is not in the best interest of both parties and that further expenditure of funds will not produce satisfactory results. The parties shall agree in writing upon the conditions, effective date and fair and reasonable payment for services reasonably performed to the date of termination. b. Termination for cause If the CITY determines that the CONTRACTOR has failed to comply with the terms and conditions of this contract, violated any of the covenants, agreements, and/or stipulations of this Contract, falsified any record or document required to be prepared under this Contract, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Contract, the CITY may terminate this contract in whole, or in part, at any time, by giving notice, in writing, to the CONTRACTOR of any or all deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms and provides a reasonable time to cure. If all defaults are not cured and corrected within the reasonable period as specified in the notice, the CITY may, with no further notice, declare this Contract to be terminated. The CONTRACTOR will thereafter be entitled to receive payment for those services reasonably performed to the date of termination, less the amount of reasonable damages suffered by the CITY by reason of the CONTRACTOR'S failure to comply with this Contract. Notwithstanding the above or any other provision of this Contract, CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of this Contract by CONTRACTOR, and CITY may withhold any payments to CONTRACTOR for the purposes of set-off until such time as the exact amount of damages due CITY from CONTRACTOR is determined. This provision shall survive the termination of this Contract and shall not relieve CONTRACTOR of her liability to CJTY for damages. Sage Community Resources Page 3 of 5 City of Meridian Meridian Arts Commission Strategic Planning and Grant Writing Services 11. INDEMNIFICATION The CONTRACTOR waives any and all claims and recourse against the CITY including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to the CONTRACTOR'S performance of this contract except for liability arising out of the tortious conduct of the CITY or its officers, agents or employees. Further, the CONTRACTOR will indemnify, hold harmless, and defend the CITY against any and all claims, demands, damages, costs, expenses or liability arising out of the CONTRACTOR'S performance of this contract except for liability arising out of the tortious conduct of the CITY or its officers, agents or employees. 12. DISCRIMINATION PROHIBITED In performing services pursuant to this Contract, the CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 13. CONSTRUCTION AND SEVERABILITY If any part of this Contract is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Contract so long as the remainder of the Contract is reasonably capable of completion. 14. APPROVAL REQUIRED This Contract shall not become effective or binding until approved by CITY. f~ IN WITNESS WHEREOF, the parties hereto have executed this contract on the j~ day of 2007. SAGE COMMUNITY RESOURCES CITY OF MERIDIAN BY: ~ BY: Kathleen A. Simko, President Tammy de W rd, Mayor \~,~,~11111111, , ;, G ~~'o~'~ ~, 'b -,, .,, ~C' O Attest: ~~>~- Attest: ~.~-~ - ~ ~ ~, `moo 0/~~/ h l l f l l 11111 ~,\\` Sage Community Resources Page 4 of 5 City of Meridian Meridian Arts Commission Strategic Planning and Grant Writing Services ATTACHMENT A Scope of Work 1. OBJECTIVE: Complete application on behalf of the Meridian Arts Commission for funds awarded under the Idaho Commission on the Arts Public Arts & Cultural Facilities Grant Program DEADLINE: Complete application to be submitted to the Idaho Commission on the Arts by February 15, 2008 SERVICES: Research and compile, or request that Arts Commission members provide, any and all data required by application and prepare any and all materials, written or otherwise, required for submission of complete grant application on behalf of CITY. 2. OBJECTIVE: Meridian Arts Commission strategic planning training and work sessions DEADLINE: Precise date(s) of training session and work sessions to be determined, but first training session no later than March 31, 2008 and work sessions no later than May 31, 2008 SERVICES: a. CONTRACTOR will provide one training session of up to 3 hours in duration for Meridian Arts Commission members, the subject of which training shall be "Introduction to Public Value Based Strategic Planning for Cultural Organizations." The training session will include an introduction to strategic/long range planning elements., vocabulary, why strategic planning is important, and how the planning process can be an opportunity for community engagement and advocacy. b. CONTRACTOR will facilitate two work sessions of up to 6 hours each in duration for Meridian Arts Commission members to help them identify and prioritize 3-5 year goals, objectives and strategies. Sage Community Resources Page 5 of 5