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Alta Planning + Design Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this C �L day of 20_./ by and between the CITY OF KALISPELL, MONTANA, a municipal corporati6i organized and existing under the laws of the State of Montana, 201 First Avenue East, Kalispell, Montana 59901, hereinafter referred to as "City," and Alta Planning * Design, Inc., a California corporation, with offices at 711 SE Grand Avenue, Portland, OR 97214, 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. Purpose: 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 rnade a part hereof, 2. Effective Date: This Agreement is effective upon the date of its execution and will . I -- terminate on the V _7 day of ��),6&,1122 - &tq 20jS. 3. Scope of Wo�rk: Consultant will perform the work and provide the services ill accordance with the requirements of the Scope of Services attached hereto as Exhibit "A'. 4. Payment: City agrees to pay Consultant One hundred sixty-six thousand, nine hundred fifty Dollars ($166,950) for services performed pursuant to the Scope of Services. Any alteration or deviation from the described work that involves extra costs will 'be performed by Consultant after written request by the City, and will become an extra charge over and above the contract amount. The parties must agree upon any extra charges in writing. 5. Independent Contractor Status: The pat -ties agree that Consultant is all 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 21, 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 tile 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 Im independent contractors, essiona Services Agreement 6. Indemni_qand Insurance: For other than professional services rendered, to the fullest extent permitted by law, Consultant agrees to defend, indemnify, City against clairns, 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, to the extent caused by 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 the City against claims, demands, suits, damages, losses, and expenses, including reasonable attorney fees, to the extent caused by the negligence or willful misconduct of the Consultant or Consultant's agents or employees. For this purpose, Consultant shall provide City with proof of Consultant's liability insurance issued by a reliable company or companies, for personal injury and property damage in amounts not less than as follows: • Workers' Compensation - statutory • Employers' Liability - $ 1,000,000 per Occurrence; $2,000,000 annual aggregate • Commercial General Liability - $1,000,0O� per occurrence; $2,000,000 annual aggregate • Automobile Liability - $1,000,000 property damage/bodily injIury; $2,000,000 annual aggregate 0 Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate The City shall be included or named as an additional or named insured on the Commercial General and Automobile Liability policies. The insurance must be in a form suitable to City. 7. Professional Service: Consultant agrees that all services and work performed hereunder will be accomplished in a professional manner in accordance with the professional skill and care ordinarily provided by professionals in the same discipline practicing in the same or similar locality Under the same or similar circumstances during the same period of thne 8. Compl,iance with Laws: Consultant agrees to comply with all federal, state and local laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA. 9. Nondiscrimination: Consultant agrees that all hiring by Consultant of personS, performing this Agreement will be on the basis ofrnerit and qualification and will not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status,, physical or mental disability, or national origin, � 2 Professional Services Agreemew 10. Default and Termination: If either party fails to comply with any material 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 iterns 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. 1, 1. Modification and Assignability: This document contains the entire agreement between the parties and no statements, promises or inducernents, 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 terms and conditions of this, Agreement. 12. Ownership and Publication of Materials,: All reports, information, data, and other materials prepared by the Consultant pursuant to this Agreement are the property of the City. The City has tile exclusive and unrestricted authority to release, publish or otherwise use, in whole or part, inforl-nation relating thereto. 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 illay be copyrighted or patented in the United States or in any other country without the prior written approval of the City. 1. Liaison: City's designated liaison with Consultant is ---Katharine Kin, and Consultant's designated liaison with City is ..joe Qjiipira_. 14. Applicabili_q: This Agreement and any extensions hereof shall be governed and construed in accordance with the laws of the State ofMontana. IN WITNESS, WHEREOF, the parties hereto have executed this instrument the day and year First above written. CITY OF KALISPEI.A., MONTANA By_ Professional Services Agreement ALTA PLANNING + DESIGN, INC. CONSUL, I rANT (Type, Na-mAbove) B y- V ice-Pres oil, as, duly ak.aht;6,i!,d,,"