PROFESSIONAL SERVICES AGREEMENT
THIS Professional Services Agreement is made this ___ day of _____________, 2013, by and between the City of Lawrence, Kansas, a municipal corporation, and Belinda Sturm.
RECITALS
A. The City of Lawrence, Kansas (“City”), a municipal corporation, in behalf of its Utilities Department ("Department"), is in need of certain services;
B. Belinda Sturm ("Consultant") is qualified to provide such services;
C. The City, in behalf of the Department, wishes to engage Consultant as an independent contractor to perform the needed services, which are described in more detail in paragraph 2, infra; and
D. Consultant is willing and able to provide the services for which the City, in behalf of the Department, wishes to engage her and agrees to perform those services in accordance with the terms and conditions of this Professional Services Agreement, as set forth below.
AGREEMENT
NOW, THEREFORE, in light of the mutual promises and obligations contained herein, and in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:
1. Engagement. The City hereby engages Consultant as an independent contractor to perform the services hereinafter described and Consultant hereby accepts that engagement.
2. Services. Consultant will provide technical and professional services to the Department with respect to water and wastewater treatment processes and procedures, including but not limited to training of City personnel and data analysis. Consultant may not, without first obtaining written consent from the City, subcontract of any of those services.
3. Term. The Initial Term of this Professional Services Agreement shall be thirteen (13) months, commencing at 12:01 a.m. on December 1, 2013, and ending at midnight on December 31, 2014. Upon written agreement of the parties the Initial Term may be extended one Additional Term of twelve (12) months, ending at midnight on December 31, 2015.
4. Compensation. Consultant's total compensation for all services performed under this Professional Services Agreement shall not exceed Thirty-nine Thousand Dollars ($39,000.00), payable in monthly installments not to exceed Three Thousand Dollars ($3,000.00) per month. The City shall pay Consultant monthly, as set forth in an invoice provided by Consultant.
5. Indemnification. Consultant agrees to defend, indemnify, and otherwise hold harmless the City, its commissioners, officers, employees, and agents from any and all claims, actions, damages, costs, liabilities, settlements, judgments, expenses, or lawsuits, including attorneys’ fees, but only to the extent that such are caused by Consultant’s breach of this Professional Services Agreement or by Consultant’s negligence in performing any action necessary for performance under this Professional Services Agreement.
6. Termination. Either party may, for any reason, terminate this Agreement by giving the other party not less than two (2) weeks' written notice of the intent to terminate. Upon termination of this agreement, the City shall pay Consultant for all services satisfactorily provided under this Agreement.
7. Entire Agreement.
(a) This Professional Services Agreement represents the entire and integrated agreement between the City and Consultant and supersedes all prior negotiations, representations, or agreements between the parties, whether written or oral. This Professional Services Agreement may be amended only by a written instrument signed by both the City and the Consultant. Written and signed amendments shall automatically become a part of this Professional Services Agreement and shall supersede any inconsistent provision herein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary.
(b) No oral orders, objections, claims, or notices by any party to the other shall affect or modify any of the terms or obligations set forth in this Professional Services Agreement; and none of its provisions shall be deemed waived or modified by reason of any act whatsoever, other than by a definitely agreed waiver, modification, or amendment made in writing and signed by both parties. No evidence of notice, waiver modification, or amendment, other than evidence of such in writing, shall be introduced as evidence at any proceeding, either legal or administrative.
8. Assignment. This Professional Services Agreement is non-assignable by the Consultant and any subcontractor of Consultant approved by the City in accordance with Section 2, supra.
9. Independent Contractor. In no event, while performing under this Professional Services Agreement, shall Consultant be deemed to be acting as an employee of the City; rather, Consultant shall be deemed to be an independent contractor. Nothing expressed herein or implied herein shall be construed as creating between Consultant and the City the relationship of employer and employee, principal and agent, a partnership, or a joint venture. Consultant is responsible for reporting and accounting for all state, federal, social security, and other applicable taxes.
10. Kansas Cash-Basis Law. This Professional Services Agreement must comply with the applicable provisions of the Kansas Cash-Basis Law of 1933, codified as amended at K.S.A. 10-1101 et seq. The City, in its own behalf or in behalf of the Department, is obligated only to make payments under this Professional Services Agreement as may be lawfully made from funds budgeted and appropriated for the purposes set forth in this Professional Services Agreement during the City’s current budget year. In the event that the City does not so budget and appropriate funds, the parties acknowledge and agree that they shall be relieved of all obligations under this Professional Services Agreement without penalty. To the extent that the City does so budget and appropriate funds for the purposes set forth in this Agreement, the obligations of the parties shall remain as provided herein.
11. Legal Action. The parties agree that the appropriate venues for any legal actions arising out of this Professional Services Agreement are the District Court of Douglas County, Kansas, or, if federal jurisdiction exists, the United States District Court for the District of Kansas.
12. Force Majeure. Neither party shall be deemed to be at default under this Professional Services Agreement to the extent that any delay in performance results from any cause beyond the party's reasonable control and without that party's intentional act or negligence.
13. Captions. The Captions of this Professional Services Agreement are for convenience only and are not meant by the parties to define, limit, or enlarge the scope of this Professional Services Agreement or its terms.
14. Recitals. The recitals set forth at the beginning of this Professional Services Agreement are adopted and incorporated herein by reference as if set forth in full and shall be effective as if repeated verbatim.
15. Governing Law. This Professional Services Agreement, the rights and obligations of the parties, and any claim or dispute arising hereunder shall be construed in accordance with the laws of the State of Kansas.
16. Severability. In the event that any provision of this Professional Services Agreement shall be held invalid and unenforceable, the remaining portions of this contract shall remain valid and binding upon the parties.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have caused this Professional Services Agreement to be executed as of the date noted above.
CITY: CITY OF LAWRENCE, KANSAS, a municipal corporation
________________________________
DAVID L. CORLISS
City Manager
ACKNOWLEDGMENT
THE STATE OF KANSAS )
) ss:
THE COUNTY OF DOUGLAS )
BE IT REMEMBERED, that on this ____ day of ___________, 2013, before me the undersigned, a notary public in and for the County and State aforesaid, came David L. Corliss, as City Manager of the City of Lawrence, Kansas, who is personally known to me to be the same person who executed this instrument in writing, and said person fully acknowledged this instrument to be the act and deed of the aforementioned entity.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last written above.
________________________________
Notary Public
My Appointment Expires:
CONSULTANT: Belinda Sturm
________________________________
ACKNOWLEDGMENT
THE STATE OF KANSAS )
) ss:
THE COUNTY OF DOUGLAS )
BE IT REMEMBERED, that on this ____ day of __________, 2013, before me the undersigned, a notary public in and for the County and State aforesaid, came Belinda Sturm who is personally known to me to be the same person who executed this instrument in writing, and said person fully acknowledged this instrument to be the act and deed of the aforementioned entity.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last written above.
________________________________
Notary Public
My Appointment Expires: