Professional Service AgreementThis Agreement, effective as of 7/01/08 is between:
City Airport
Kalispell, MT
Contact:
Fred Leistiko
fleistiko(a)kalispell.com
(406)758-7774
Me
Applied Communications, LLC
151 Wedgewood Ln
Whitefish, MT 59937
ProjectManager:
Kathleen McMahon
(406)863-9255
kate@appcom.net
For the following Project:
Article 1: Applied Communications Basic and Additional Services
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A. Applied Communications agrees to provide Client the following Basic Services:
® Urban Renewal Plan for Expanded Airport Tax Increment Finance District (See
Attachment A for Scope of Work and Budget)
B. Additional Services beyond Basic Services as described in the Attachment A may
be provided if confirmed in writing. This may include but not be limited to
additional public hearings or meetings related to the approval process.
C. Excluded Service: Printing`, mailings, mapping or rental costs for any proposed
meetings.
D. Applied Communications agrees to provide its professional services in accordance
with generally accepted standards of its profession. Applied Communications
agrees to put forth reasonable efforts to comply with codes, laws and regulations
in effect as of the date of this agreement.
Article 2: Client's Responsibilities
A. Client agrees to provide Applied Communications with all information, plans,
reports, and professional recommendations requested by Applied
Communications to provide its professional services. Applied Communications
may reasonably rely on the, accuracy and completeness of these items.
B. Client will be responsible for meeting any reporting and financial obligations
associated with any grants or authorities having jurisdiction over the project.
Applied Communications will assist Client with this obligation by submitting
appropriate documentation related to the scope of work in this contract. Applied
Communications assistance, however, shall not include attendance at more than
one meeting with such governing authorities or create additional or special
documentation required by such authorities.
C. Client agrees to provide the items described in Article 2.A and to render decisions
in a timely manner so as not to delay the orderly and sequential progress of
Applied Communications services.
Article 3: Estimated Schedule and Project Budget
A. Applied Communications shall render its services as expeditiously as is consistent
with professional skill and care and in general conformance with the timeline
described in the Work Program - Attachment A. During the course of the Project,
anticipated and unanticipated events may impact any Project schedule.
B. As of the date of this Agreement, Client's Project budget is not to exceed
$5,100. Client agrees to promptly notify Applied Communications if Client's
schedule or budget changes. Client acknowledges that significant changes to the
Project schedule, budget or the Project's scope may require Additional Services of
Applied Communications.
Article 4: Compensation and Payments
A. Client agrees to pay Applied Communications as follows:
1. Basic Services: Cost per tasks as outlined in Attachment A
2. Additional Services for Applied Communications: Hourly rate - $80
3. Additional services for subcontractors - to be negotiated
B. Reimbursable Expenses are subject to a multiple of 1 and include, but are not
limited to, reproduction, postage, and handling of documents; mapping; and
other Client approved expenses.
C. Applied Communications shall bill Client for Basic and Additional Services and
Reimbursable Expenses once a month for the completed to date. All payments
are due Applied Communications upon receipt of invoice. A service charge of
1.5% per month will be charged on all amounts due more than 45 days after the
date of invoice.
Article 5: Termination
A. Either Client or Applied Communications may terminate this Agreement upon
seven days written notice;
B. If terminated, Client agrees to pay Applied Communications for all Basic and
Additional Services rendered and Reimbursable Expenses incurred up to the date
of termination.
C. Upon not less than seven days' written notice, Applied Communications may
suspend the performance of its services if Client fails to pay Applied
Communications in full for services rendered or expenses incurred. Applied
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Communications shall have no liability because of such suspension of service or
termination due to nonpayment.
Article 6: Dispute Resolution
Client and Applied Communications agree to mediate claims or disputes arising out
of or relating to this Agreement as a condition precedent to litigation. The mediation
shall be conducted by a mediation service acceptable to the parties. A demand for
mediation shall be made within a reasonable time after a claim or dispute arises and
the parties agree to participate in mediation in good faith. Mediation fees shall be
shared equally. In no event shall any demand for mediation be made after such
claim or dispute would be barred by the applicable law.
Article 7: Ownership of Documents
A. All instruments of professional service prepared by Applied Communications
including, but not limited to, reports, maps, and specifications, are the property
of the client.
B. Applied Communications reserves the right to include representations of the
Project in its promotional and professional materials.
Article 8: Governing Law
This Agreement is governed by the law of the state in which the Project is located.
Article 9: Entire Agreement and Severability
A. This Agreement is the entire and integrated agreement between Client and
Applied Communications and supersedes all prior negotiations, statements or
agreements, either written or oral. This Agreement may be amended only by
written instrument signed by both Client and Applied Communications.
B. In the event that any term or provision of this agreement is found to be void,
invalid or unenforceable for any reason, that term or provision shall be deemed
to be stricken from this agreement, and the balance of this agreement shall
survive and remain enforceable.
Article 10: No Assignment
Neither party can assign this Agreement without the other party's written
permission.
Article 11: Oversight Responsibilities
Notwithstanding any other term in this Agreement, Applied Communications shall not
control or be responsible for a third party's means, methods, techniques, schedules,
sequences or procedures, or any other related programs, or for another's failure to
complete the work in accordance with the work program. This clause does not apply
to sub -contractors under the direct supervision of Applied Communications.
Article 12: Attorneys' Fees
Should any legal proceeding be commenced between the parties to this Agreement
seeking to enforce any of its provisions, including, but not limited to, fee provisions,
the predominantly prevailing party in such proceeding shall be entitled, in addition to
such other relief as may be granted, to a reasonable sum for attorneys' and expert
witnesses' fees, which shall be determined by the court or forum in such a
proceeding or in a separate action brought for that purpose. For purposes of this
provision, "prevailing party" shall include a party which dismisses an action for
recovery hereunder in exchange for payment of the sum allegedly due, performance
of covenants allegedly breached, or consideration substantially equal to the relief
sought in the action or proceeding.
Article 13: Waivers of Consequential Damages and Subrogation
A. Client and Applied Communications waive all claims to consequential damages for
any claims or disputes arising out of or relating to this agreement.
B. In addition, Client and Applied Communications waive all claims against each
other to the extent covered by any applicable insurance during design or
construction, including but not limited to claims for subrogation.
Article 14: No Third Party Beneficiaries
Nothing in this agreement is intended to create a contractual relationship for the
benefit of any third party. There are no intended beneficiaries of this agreement
except Applied Communications and Client.
The client, by signing below, hereby agrees to these terms and conditions of this
agreement.
Accepted by:
Authorized Representative
Kathleen McMahon, Applied Communications, LLC
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Date
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Dat
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Attachment
Kalispell -Urban Renewal Plan
TIF Expansion — Airport
Scope of Work & Budget
Task
Budget
Scoping Meeting with Staff/Stakeholders (Month 1)
$
250.00
Data Collection & Analysis (Month 1 & 2)
$
1,000.00
Field Work (Month 1 &2)
$
600.00
Coordinate on Mapping (On -going)
$
250.00
Refine Goals & Objectives (Month 3)
$
250.00
Research/Development of Resources & Action Plan Month 3)
$
500.00
Compile Review Draft (Month 4)
$
1,000.00
Stakeholder Meeting to Review Draft Month 4
$
250.00
Finalize Plan (Following Stakeholder Meeting)
$
500.00
Attendance at City Council Public Hearing
$
250.00
Expenses
Mileage
$
250.00
Total
$
5,100.00
Note: This budget assumes that the Kalispell Planning Department will be responsible for
producing maps for the project.
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