Professional Services Agreement/Clark 051022PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 9th day of May , 2022 ,
by and between the CITY OF KALISPELL, MONTANA, a municipal corporation organized
and existing under the laws of the State of Montana, 201 First Avenue East, Kalispell, Montana
59901, hereinafter referred to as "City," and Clark Real Estate Appraisal
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 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 , 2022
3. Scope of Work: Consultant will perform the work and provide the services in
accordance with the requirements of the Scope of Services.
4. Payment: City agrees to pay Consultant 3500.00 Dollars
($3500.00 ) 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 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.
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Professional Services Agreement
6. Indemnity and 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.
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 - $1,000,000 per occurrence; $2,000,000 annual aggregate
• Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual
aggregate
• 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.
8. Compliance 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 of merit 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.
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10. 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.
11. 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 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 the exclusive and unrestricted authority to release, publish or otherwise use,
in whole or part, information 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 may be copyrighted or patented in the United States or in any other
country without the prior written approval of the City.
13. Liaison: City's designated liaison with Consultant is Katharine King
and Consultant's designated liaison with City is Ellie Clark
14. Applicability: This Agreement and any extensions hereof shall be governed and
construed in accordance with the laws of the State of Montana.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
CITY OF KALISPELL, MONTANA
signed by Doug Russell
By Doug Russell Dateally 022.05.10 15:04 0 06 00-
_
Doug Russell, City Manager
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Ellie Clark
CONSULTANT (Type Name Above)
Digitally signed h,
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By e29-a43bl7537863 R afion.l em the author of this document
Date: 2022-65-16 16:24.34
Name & Title: Ellie Clark, Owner