Downtown Market PlanConsulting Agreement
THIS AGREEMENT, made this 21,t day of June, 2002, by and between Progressive
Urban Management Associates, Inc., hereinafter referred to as Consultant, and the City of
Salina, a State of Kansas political subdivision, hereinafter referred to as Client, will set forth
the terms and conditions under which Consultant will perform services for Client as
described herein.
1. Description of Services. Consultant agrees to fumish consulting services as
specifically requested by Client. The services will relate to work being performed or
planned by Client in the field of community and downtown development, will be within the
area of Consultant's technical competence, and will specifically include the following:
Research, group facilitation and plan development to create a revised plan for the
downtown business improvement district, including revisions to the assessment
methodology and budget, consistent with recommendations in the 2002 Salina
Market-Based Downtown Plan Part IV.
2. Term of Agreement. Consultant will make its services available to Client from July
1, 2002, until completion of the scope of work on or before December 31, 2002. Any
extension(s) of services shall be evidenced in writing signed by both parties.
3. Direction of Performances. The work to be performed hereunder shall be under
the general direction of Jason Gage of Client, but shall be rendered in accordance with
Consultant's independent professional judgment.
4. Compensation. Client agrees to pay consulting fees not to exceed $5,000 for the
services to be performed hereunder. Consultant fees will be based upon hourly rates of
$135 per hour for the Consultant's president and $85 per hour for the Consultant's
research associate. Consultant will submit periddic invoices as work is completed. Invoices
will document hours wOrked and reimbursement will not exceed the limit stated herein.
5. Expenses. In addition to the compensation set forth above, Client shall reimburse
Consultant for routine project-related expenses incurred by Consultant on behalf of Client.
These expenses will be billed to Client as incurred by Consultant. Examples of such
expenses are postage, long distance telephone and fax, copying and travel expenses,
including air and ground transportation, on-site lodging and meals. Consultant will furnish
Client receipts, invoices and other backup for expenses.
6. Billin.q Terms. All billing is due on receipt. Any payments received more than 30
days after the billing date shall be subject to a late fee of two per cent (2%) per month on
the unpaid balance. Consultant shall have the right to retain any work in progress for which
payment has not been made as provided herein.
7. Independent Contractor. Consultant shall perform all consulting services
provided for herein as an independent contractor and shall not be considered to be an
employee of Client for any purpose.
8. Confidentiality. Consultant shall hold confidential any information of a confidential
nature disclosed to it as a part of providing services to Client. Client shall be responsible
for determining and informing Consultant what information is confidential.
9. Non-Exclusive Contract. Consultant shall devote the time necessary to providing
services to Client as specified herein. Limited only by these contract terms, however, Client
understands that Consultant may engage in furnishing services to other clients during the
same time period or periods covered by this agreement.
10. Ownership of Materials. Provided Consultant has been paid in full, Client shall
be the owner of any and all written materials, reports, analyses, summaries, or any other
writing submitted by Consultant in providing services to Client. Consultant shall retain no
royalties or other proprietary interest in such materials. Client shall have the right to obtain
copyrights on said material and shall have the right to publish this material, either as
delivered to Client or by incorporating it into other publications.
11. Effective Date and Termination. This Agreement shall be effective upon
execution by both parties and shall continue until terminated. Either party may terminate
this Agreement upon thirty (30) days written notice to the other party, except that
Consultant shall not have the right to terminate work being performed on a project basis
prior to completion without the specific written agreement of Client. Consultant shall follow
Client's direction with respect to completion of work in progress, but shall bill for all
completed work in progress at the time of termination. Any refund or pro-ration of fees will
be at Consultant's sole discretion.
12. Entire Agreement. This Agreement contains the entire understanding of the
Parties and any prior oral agreements are merged herein.
13. Amendment. This Agreement may be amended only by written agreement
signed by both parties, except that additional work under the same terms may be
authorized by writing signed by Client.
14. Govemin.q Law. This Agreement shall be construed and interpreted according
to the laws of the State of Kansas.
CONSULTANT:
PROGRESSIVE URBAN MANAGEMENT ASSOCIATES, INC.
CLIENT:4,
CITY OF SALINA, KANSAS
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