Consulting Agreement
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Consulting Agreement
TillS AGREEMENT, made this .$ ( ~ay of August, 2001, 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 furnish 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 Market-Based Downtown Plan, per a scope
of services and fee matrix dated 8/6/01 (attached).
2. Term of Agreement. Consultant will make its services available to Client from August 20, 2001, until
completion of the scope of work on or before March 1, 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 judgement.
4. Compensation. Client agrees to pay consulting fees not to exceed $52,500 for the services to be
performed hereunder and pursuant to the fee matrix dated 8/6/01 (attached). Consultant will submit monthly
invoices as work is completed. Monthly invoices will document hours worked and reimbursement will not exceed
amounts specified in the fee matrix.
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 on a
monthly basis 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 back-up for expenses. Total expense reimbursement will not exceed
$7,913 for the number of site visits and expenses specified in the fee matrix dated 8/6/01.
6. Billing 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.
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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 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 a writing signed by Client.
14. Governing Law. This Agreement shall be construed and interpreted according to the laws of the State
of Kansas.
CONSULT ANT:
PROGRESSIVE URBAN MANAGEMENT ASSOCIATES, INe.
By:
CLIENT:
CITY OF SALINA, KANSAS
By Jf~~
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