PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT is made this ___ day of _____________, 2015, by and between the City of Lawrence, Kansas, a municipal corporation, and Christine Harris Connections, a Wisconsin limited liability company, and Creative Community Builders, a Minnesota limited liability company.
RECITALS
A. The City of Lawrence, Kansas (“City”), a municipal corporation is in need of certain services.
B. Christine Harris Connections, a Wisconsin limited liability company, and Creative Community Builders, a Minnesota limited liability company, (collectively, “Consultants”) have expertise in creative planning and related activities.
C. The City wishes to engage Consultants as independent contractors to perform the needed services, which are described in detail in the document entitled “Scope of Services” (a copy of that document is affixed hereto as Exhibit A).
D. The Consultants are willing and able to provide the services for which the City wishes to engage them and agrees to perform those services in accordance with the terms and conditions of this Professional Services Agreement, as set forth below.
TERMS
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:
SECTION 1. Engagement. The City hereby engages Consultants as independent contractors to perform the services hereinafter described and Consultants hereby accept that engagement.
SECTION 2. Services.
(a) Scope of Services. Consultants shall perform those services (“Contract Services”) specifically described in Exhibit A, which document is affixed hereto and incorporated herein by reference as if set forth in full. The parties may agree at any time to expand or modify the scope of the Contract Services. Such agreement shall be in writing and shall be attached to this Professional Services Agreement as an Addendum.
(b) Subcontracting Services. Consultants may not, without first obtaining written consent of the City, subcontract any of the Contract Services.
(c) Time of Performance. Time is of the essence. Upon execution of this Professional Services Agreement, Consultants shall commence performance of the Contract Services in accordance with the time-table established at Exhibit A.
(d) Expiration. The “Initial Term” of this Professional Services Agreement shall commence upon the execution of this document and shall expire at the end of the timeframe outlined in Exhibit A, upon completion of the project. The provisions regarding indemnity and insurance shall survive the expiration of this Professional Services Agreement.
(e) Qualified Personnel. Consultants shall provide sufficient qualified personnel to perform the Contract Services.
(f) Performance. In performing the Contract Services, Consultants agree to take all steps necessary for the full and effective performance of those tasks on the timeline outlined.
SECTION 3. Compensation and Reimbursement of Expenses.
(a) Compensation and Reimbursement of Expenses. City shall pay Consultants for the actual hours that Consultant’s professional staff spends performing the Contract Services. Compensation shall be limited to a maximum amount of $24,000.00, together with actual travel cost reimbursements to a maximum of $5,630.00, unless the City agrees in writing to increase those amounts.
(b) Payment Terms. Consultant shall send invoices to City, not more frequently than once per month, setting forth the Contract Services performed and the amount of Compensation under Section 3(a) and Reimbursement for Travel Expenses under Section 3(a) due under this Professional Services Agreement. To be eligible for reimbursement, all expenses shall be listed individually and shall be accompanied by receipts or other applicable documentation establishing that Consultant has incurred those expenses in the course of performing under this Professional Services Agreement. All invoices are payable upon receipt by the City. The City agrees to make such payment within thirty days of receipt of the invoice. The City also agrees to accept electronic invoices for services and scanned copies of receipts and other documentation. Consultant agrees to provide the City with originals before the City is obligated to pay the invoice.
SECTION 4. Termination of Professional Services Agreement. The parties may terminate this Agreement at any time, for convenience or for cause, upon ten (10) days written Notice to the other parties. In the event that the City terminates the Agreement for convenience, then it shall pay Consultants for Contract Services satisfactorily performed by Consultants and for all associated expenses incurred therewith prior to the termination. Under no circumstance, in the event of termination of this Professional Services Agreement, will Consultants be entitled to recover anticipated profits or consequential damages. The provisions regarding indemnity and insurance shall survive the termination of this Professional Services Agreement.
SECTION 5. Reports and Documents.
(a) Property and Possession. All reports, studies, analyses, memoranda, and related data and material, as may be developed during the performance of the Contract Services, shall be submitted to and shall be the exclusive property of the City, which shall have the right to use the same for any purpose without further compensation to Consultants.
(b) Status of Documents upon Expiration or Termination. If this Professional Service Agreement expires or is terminated for any reason, including cause, all finished or unfinished documents prepared as part of the Contract Services shall immediately be transmitted to the City by Consultants.
(c) Confidentiality. Consultants shall not release to any person except the City and its authorized agents any reports or related materials prepared for the City by the Consultants as the Contract Services and maintained confidentially by the City. This Professional Services Agreement, however, does not preclude Consultants from providing any service (whether or not similar in nature to the Contract Services hereunder) in behalf of other clients in the City of Lawrence, Kansas, or elsewhere.
All reports and documents prepared, assembled, or compiled by Consultants pursuant to the terms of this Professional Services Agreement are to be considered confidential and Consultants agree that they will not, without prior written consent of the City, submit or make the same available to any individual, agency, public body, or organization other than the City and its authorized agents, except as may otherwise herein by provided.
SECTION 6. Compliance with Equal Opportunity Laws, Regulations, and Rules
(a) Consultants agree that they shall comply with all provisions of the Kansas Acts Against Discrimination of 1953 (“KAAD”), codified as amended at K.S.A. 44-1001 et seq., and the Kansas Age Discrimination in Employment Act of 1983 (“KADEA”), codified as amended at K.S.A. 44-1111 et seq. and shall not discriminate against any person, in the course of performing under this Professional Services Agreement, because of that person’s race, religion, sex, disability, national origin, ancestry, sexual orientation, familial status, or age.
(b) In any subcontract, to which the City consents in accordance with Section 2(b) of this Professional Services Agreement, Consultants agree to include the language of Sections 6(a) and agrees to make such language applicable to any subcontractor hereunder.
(c) Consultants also agree to comply with the American with Disabilities Act of 1990 (“ADA”), codified as amended at 42 U.S.C. § 12101 et seq., as well as all other federal, state, and local laws, ordinances, rules, and regulations applicable to this project and to furnish any and all certification that may be required by federal, state, or local governmental agencies in connection therewith.
SECTION 7. Insurance.
(a) General. Consultants agree to carry professional liability insurance, as well as automobile insurance covering local transportation.
(b) Notice of Claim. Consultants, upon receiving notice of any claim in connection with its performance of Contract Services under this Professional Services Agreement, shall promptly notify the City, providing full details thereof, including an estimate of the amount of loss or liability.
SECTION 8. Indemnification. Consultants agree 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 Consultants' negligence in performing any action necessary for the performance under this Professional Services Agreement. (For the purposes of this Section, Consultants means Consultants or any person acting in behalf of Consultants or for whom Consultants are responsible).
SECTION 9. Quality Assurance. Consultants agree that work shall be performed and services under this Professional Services Agreement in accordance with recognized professional standards prevalent in the field of citizen participation and transportation planning. Further, Consultants agree that work and services performed under this Professional Services Agreement with professional expertise, skills, and knowledge of state of the art procedures and techniques in all relevant subject matters. Consultants agree that, accordingly, they are capable of performing the necessary consulting and other services required by the City and possess the ready comprehension of the required subject matter and the expertise to provide citizen participation and cultural planning for the City.
SECTION 10. Entire Agreement.
(a) This Professional Services Agreement, together with Exhibit A, represents the entire and integrated agreement between the City and Consultants 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 Consultants. 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.
SECTION 11. Assignment. This Professional Services Agreement is non-assignable by the Consultants.
SECTION 12. Notices. All notices, demands, or other communications, which may be or are required to be given by any party to any other party under this Professional Services Agreement, shall be in writing and shall be hand-delivered, mailed by first class mail, registered or certified mail, return receipt requested, postage prepaid, or sent by overnight express mail, postage prepaid, return receipt requested, to the following addresses:
(a) If to Consultants:
Christine Harris
Principal
Christine Harris Connections
2460 N. 85th Street
Milwaukee, WI 53226
Tom Borrup
Principal
Creative Community Builders
2929 Chicago Avenue, Suite 911
Minneapolis, MN 55407
(b) If to the City:
City of Lawrence, Kansas
6 East 6th Street
P. O. Box 708
Lawrence, Kansas 66044
Attn: David L. Corliss, City Manager
Copy to: Diane Stoddard, Assistant City Manager
SECTION 13. Authorizations. Each person executing this Professional Services Agreement in behalf of the City and Consultants hereby represents and warrants that he or she has the authority to bind his or her respective party hereto and that all acts requisite to confer authorization to enter into this Professional Services Agreement have been taken and completed.
SECTION 14. Independent Contractors. In no event, while performing under this Professional Services Agreement, shall Consultants be deemed to be acting as an employee of the City; rather, Consultants shall be deemed to be independent contractors. Nothing expressed herein or implied herein shall be construed as creating between Consultants and the City the relationships of employer and employee, principal and agent, a partnership, or a joint venture.
SECTION 15. 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.
SECTION 16. 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 its reasonable control and without its intentional act or negligence.
SECTION 17. 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.
SECTION 18. 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.
SECTION 19. 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.
SECTION 20. 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.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, the undersigned have caused this Professional Services Agreement to be executed as of the date noted above.
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 March, 2015, 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:
Christine Harris Connections, a Wisconsin limited liability company
________________________________
Principal
ACKNOWLEDGMENT
THE STATE OF WISCONSIN )
) ss:
THE COUNTY OF MILWAUKEE )
BE IT REMEMBERED, that on this ____ day of March, 2015 before me the undersigned, a notary public in and for the County and State aforesaid, came _______________________, as Principal of Christine Harris Connections, 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:
Creative Community Builders, a Minnesota limited liability company
________________________________
Principal
ACKNOWLEDGMENT
THE STATE OF MINNESOTA )
) ss:
THE COUNTY OF HENNEPIN )
BE IT REMEMBERED, that on this ____ day of March, 2015 before me the undersigned, a notary public in and for the County and State aforesaid, came _______________________, as Principal of Creative Community Builders, 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: