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HomeMy WebLinkAboutProject Dev. Contract admin PROFESSIONAL SERVICES CONTRACT City of Rexburg, Idaho- Project Development – Rexburg Tabernacle Civic Center This Contract between the City of Rexburg, Idaho, herein referred to as the City, and East-Central Idaho Planning & Development Association, Inc., dba Altura, whose address is 299 East 4th North, Rexburg, Idaho 83440, herein referred to as the "Contractor," Witnesseth: WHEREAS, the City is proceeding with the development of a Community Center Improvement Project; and WHEREAS, the City desires to engage the Contractor to render certain services related to the development of the above described project; and WHEREAS, the City has complied with provisions for soliciting of contractors as cited in OMB Super Circular 2 Part 200; and WHEREAS, to ensure effective management of the above project, it is deemed to be in the best interests of the City to enter into an agreement with the Contractor as hereinafter provided; NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. EMPLOYMENT OF CONTRACTOR. The City agrees to engage the Contractor, and the Contractor agrees to provide the development of the project for the City. 2. EMPLOYEE-EMPLOYER RELATIONSHIP. The contracting parties warrant by their signature that no employer- employee relationship is established between the Contractor and the City by the terms of this contract. It is understood by the parties hereto that the Contractor is an independent contractor and as such neither it nor its employees, if any, are employees of the City for purposes of tax, retirement system, social security (FICA) withholding, or worker’s compensation. 3. CONTRACTOR'S INSURANCE. The Contractor warrants that it has obtained and will maintain at its expense for the duration of this Contract, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have, at a minimum, coverage limits of at least one million dollars ($1,000,000) per claim, and two million dollars ($2,000,000) aggregate. 4. EFFECTIVE DATE AND TIME OF PERFORMANCE. This Contract shall take effect on February 19, 2025. The services to be performed by the Contractor will be completed by October 1, 2025. 5. SCOPE OF SERVICES. The Contractor will perform the services defined in Attachment A, Scope of Services. It is understood and agreed by the parties that the services of the Contractor do not include any of the following: the disbursement or accounting of funds distributed by the City’s financial officer, legal advice, fiscal audits, or assistance with activities not related to the project. 6. COMPENSATION. For the satisfactory completion of the services to be provided under this Contract, the City will pay the Contractor a sum as set forth in Attachment "A". 7. CONFLICT OF INTEREST. The Contractor warrants that it presently has no interest and will not acquire any interest, direct or indirect, in the project which would conflict in any manner or degree with the performance of its services hereunder. The Contractor further covenants that, in performing this contract, it will employ no person who has any such interest. Should any conflict of interest arise during the performance of this contract, it will be disclosed and managed according. 8. MODIFICATION AND ASSIGNABILITY OF CONTRACT. This contract 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 the written contract, are valid or binding. This contract may not be enlarged, modified, or altered except upon written agreement signed by both parties hereto. The Contractor may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent of the City and the Contractor. Any subcontractor or assignee will be bound by all of the terms and conditions of this contract. 9. TERMINATION OF CONTRACT. This contract may be terminated as follows: (a) Termination for Convenience. The City may terminate this contract, in whole or in part, for the convenience of the City when both parties agree that the continuation of the project is not in the best interest of both parties and that further expenditure of funds will not produce any results. The parties shall agree in writing upon the conditions, effective date, and fair and reasonable payment for work completed. (b) Termination for cause. (i) If the City determines that the Contractor has failed to comply with the terms and conditions of this contract; it may terminate this contract, in whole or in part, at any time before the date of completion. If the Contractor fails to comply with any of the terms and conditions of this contract, the City may give notice, in writing, to the Contractor of any or all deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period as specified in the notice, the City may, with no further notice, declare this contract to be terminated. The Contractor will thereafter be entitled to receive payment for those services reasonably performed to the date of termination, less the amount of reasonable damages suffered by The City by reason of the Contractor's failure to comply with this contract. (ii) Notwithstanding the above, the Contractor is not relieved of liability to the City for damages sustained by the City by virtue of any breach of this contract by the Contractor, and the City may withhold any payments to the Contractor for the purpose of setoff until such time as the amount of damages due the City from the Contractor is determined. However, there will be no withholding of payments unless there has been proper notice as specified in paragraph (b)(i) (Termination for cause). 10.. CIVIL RIGHTS ACT OF 1964. The Contractor will abide by the provisions of the Civil Rights Act of 1964. 11. NONDISCRIMINATION. The Contractor will not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental handicap, or national origin. 12. OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and other materials prepared by the Contractor pursuant to this contract are to be the property of the City which has the exclusive and unrestricted authority to release, publish, or otherwise use this information, in whole or part. All such materials developed under this contract shall not be subject to copyright or patent in the United States or in any other country without the prior written approval of the City. All records will be turned over to the City upon completion of the project and the required time required by the state to hold such records has been met. 13. REPORTS AND INFORMATION. The Contractor will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this contract and such other records as may be deemed necessary by the City. All records will be turned over to the City upon completion of the project and the required time required by the state to hold such records has been met. 14. ACCESS TO RECORDS. It is expressly understood that the Contractor's records relating to this contract will be available during normal business hours for inspection by the City, The Department, the US Comptroller General, Office of Inspector General, and, when required by the law, representatives of the State of Idaho. 15. INDEMNIFICATION. The parties waive any and all claims and recourse against each other, including the right of retribution for contributory loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to each other's performance of this contract except for liability arising out of concurrent or sole negligence of each other or its officers, agents, or employees. Further, the parties will indemnify, hold harmless, and assist in defending each other against any and all claims, demands, damages, costs, expenses or liability arising out of each other's performance of this contract except for liability arising out of the concurrent or sole negligence of the parties or its officers, agents, or employees. 16. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this contract, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. 17. SPECIAL WARRANTY. The Contractor warrants that nothing of monetary value has been given, promised, or implied as remuneration or inducement to enter into this contract. The Contractor further declares that no improper personal, political, or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion, or negotiation leading to the award of this contract. 18. LIAISON. The City’s designated liaison with the Contractor is Jerry Merrill. The Contractor's designated liaison with the City is Rick Miller. IN WITNESS WHEREOF, the parties hereto have executed this contract. CONTRACTOR CITY OF REXBURG BY: BY:___________________________________ Rod Bitsoi, President Jerry L. Merrill, Mayor East-Central Idaho Planning City of Rexburg and Development Association dba Altura Date: Date:_______________________ ATTACHMENT A Scope of Services The City will pay the Contractor a sum not to exceed $3,000 for performance of the services described in Section 5 and the following paragraphs, unless that sum is subsequently changed by the agreement of both parties as described in Section 8. The City agrees to pay the Contractor as follows: Payment Requests: Upon Contractor's written request, the City of Rexburg will make partial payments to Contractor. Billings will be based on work completed and referenced by invoices: 1. The City will pay the Contractor $3,000 for project development, including funding coordination, setting up development meetings, scheduling and conducting required public hearings, and other related tasks, including the submission of application to the Idaho Community Development Block Grant programs and their public meeting requirements. The City will pay the contract sum upon Contractor's written request when all the above services are completed and Contractor has prepared and submitted an invoice. Performance of Staff: The Contractor will be responsible to successfully complete the services contracted. The Contractor will certify that staff work is complete prior to requesting payment for services.