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HomeMy WebLinkAboutCayHghts_GFrantz_CONSULTIANT_Contract_FINAL.pdfCONSULTING CONTRACT THIS CONSULTING CONTRACT is made by and between the Village of Cayuga Heights, Tompkins County, New York, having an address at 836 Hanshaw Road, Ithaca, NY 14850 ("the VILLAGE"), and George R. Frantz, AICP, doing business as George R. Frantz & Associates, having an address at 604 Cliff Street, Ithaca, NY 14850 ("the CONSULTANT"). 1. Services and Products. CONSULTANT agrees to perform the services and provide the products described below in order to produce a Comprehensive Plan for the Village of Cayuga Heights The services and products that the CONSULTANT will supply to the VILLAGE are as follows: 1. Develop a set of goals and objectives for the future of the VILLAGE under the direction of the Village Planning Board and members of the community; 2. Develop a preliminary draft of plan alternatives and draft of the preferred alternative including implementation strategies; 3. Proofing, printing and distribution of Comprehensive Plan; 4. Attendance at up to 15 meetings of the Planning Board or other official bodies of the Village Unless otherwise agreed by the VILLAGE in advance in writing, CONSULTANT shall perform the services and provide the products. CONSULTANT shall perform the services and provide the products with that standard of care, skill and diligence normally provided by professional persons in the performance of similar services or production of similar products. CONSULTANT understands that the VILLAGE will be relying upon CONSULTANT’S services and products and will be utilizing them in the VILLAGE’S business. CONSULTANT will be responsible for the printing, binding and delivery to the VILLAGE 30 copies of the final adopted Comprehensive Plan, plus one copy in digital format suitable for posting on the Village of Cayuga Heights website, and one copy in MS Word format. 2. Term. This Contract shall commence on August 1, 2010 and terminate on June 30, 2011 unless extended in writing or earlier terminated in accordance with the terms hereof. This contract may be extended in writing upon mutual consent of the parties, or may be canceled by the VILLAGE upon thirty (30) days written notice to the CONSULTANT. 3. Compensation. The VILLAGE shall pay CONSULTANT the sum of $6,760 for performing the services and providing the products provided for herein. The VILLAGE shall pay CONSULTANT in five (5) installments of $1080.00 each during the term of the Contract, with the balance due upon adoption of the Comprehensive Plan by the Village Board and delivery of 30 copies of the adopted 2 Comprehensive Plan. CONSULTANT shall submit to the VILLAGE an invoice for each and every payment. 4. Expenses. CONSULTANT shall be responsible for all out-of-pocket expenses incurred by CONSULTANT in connection with the performance of the services, and the provision of the products, provided for herein. The VILLAGE shall not be charged any additional amount for overhead expenses or administrative, clerical, or secretarial services used or obtained by CONSULTANT in performing the services and providing the products provided for herein. CONSULTANT shall be responsible for CONSULTANT’S own office supplies. 5. Breach of Contract. Any of the following shall constitute a breach of this Contract: 1. failure of CONSULTANT to perform the services and provide the products provided for herein within the schedule set forth in this Contract, except where such failure arises out of causes beyond CONSULTANT’S reasonable control and without his fault or negligence, or the services and products are not provided when reasonably possible to do so; or 2. failure of CONSULTANT to perform the services and provide the products provided for herein to the reasonable satisfaction of the VILLAGE. 6. Remedies for Breach. If the VILLAGE determines that a breach of this Contract has occurred, the VILLAGE may terminate this contract and exercise all rights and remedies available at law or in equity, including, but not limited to monetary damages and reasonable attorneys' fees. If the VILLAGE notifies CONSULTANT that a breach has occurred, CONSULTANT shall promptly turn over to the VILLAGE all work product completed to the point of termination. In the event the VILLAGE terminates this Contract prior to the expiration of the Term stated herein, CONSULTANT shall only be compensated for fees up to the time of termination and not the entire compensation contemplated herein. 7. Taxes. CONSULTANT shall be solely responsible for paying such federal, state and local income, social security, withholding or other taxes, assessments or contributions required in connection with this Contract. CONSULTANT shall indemnify the VILLAGE against, and hold the VILLAGE harmless from, any claim against VILLAGE arising out of CONSULTANT’S failure to pay any such required taxes, assessments or contributions. 3 8. Contractual Relationship. CONSULTANT is providing services to the VILLAGE as an independent contractor, and not as an employee, partner, or agent of the VILLAGE. Nothing contained herein shall be deemed to create a relationship of employment, association, partnership, or joint venture between the VILLAGE and CONSULTANT. CONSULTANT shall have no authority hereunder to take any action, create any obligation, make any commitment, incur any indebtedness, or enter into any contract on behalf of the VILLAGE without the VILLAGE’S prior written consent. 9. Intellectual Property. All written work, data, analysis, research methods, findings, conclusions, reports, graphics, documentation and materials generated by CONSULTANT and/or CONSULTANT’S agents pursuant to this Contract (collectively, the "Work Product") shall be the joint property of the VILLAGE and CONSULTANT. CONSULTANT expressly agrees that all Work Product created pursuant to this Contract is created as "work for hire" for the VILLAGE and that the fees to be paid to CONSULTANT for the services and products are full, fair and adequate consideration for CONSULTANT’S conveyance of all Work Product. The VILLAGE may reject or modify all Work Product submitted to the VILLAGE under this Contract. All original documents, exhibits, samples or other materials provided by the VILLAGE to CONSULTANT in connection with the services to be performed by CONSULTANT under this Contract shall remain the property of the VILLAGE, and shall be returned to the VILLAGE immediately upon request, and in any event upon completion, or the earlier termination, of this Contract. 10. Conflicting Interests and Legal Compliance. CONSULTANT represents that it does not presently have any interest, and will not acquire any interest, direct or indirect, that would conflict in any manner with the performance of this Contract. CONSULTANT shall not allow unlawful discriminatory practices prohibited by the New York Human Rights Law (Executive Law (Article 15). CONSULTANT shall comply with all other applicable laws and regulations in carrying out the Work and other duties under this Contract. Each and every provision of law and clause required by law to be inserted into this Contract shall be deemed to be inserted into this Contract. If any such provision is not inserted through mistake or otherwise, then upon request of either party, this Contract shall be amended to make such insertion. 11. CONFIDENTIALITY. Consultant shall not during the term of this Contract nor at any time thereafter disclose to any third party any confidential, proprietary or non-public information furnished by the Village or otherwise obtained by CONSULTANT in the course of the performance of services under this Contract. 12. Miscellaneous. This Contract shall be construed and enforced in accordance with the laws of New York State. This Contract represents the entire agreement of the parties relating to the subject matter hereof, and it 4 may not be amended, modified or waived other than in writing signed by the party against whom such amendment, modification or waiver is sought to be enforced. If any term or condition of this Contract is found to be invalid the other provisions hereof shall nevertheless remain in full force and effect. The use of one gender in this Contract shall include all others, and the use of the singular shall include the plural and vice-versa. All notices and communications required under this Contract shall be accomplished by the actual delivery to the parties’ addresses set forth above. The descriptive headings of the various provisions of this Contract are included for convenience only, and they are not intended to affect the meaning or construction of any of the provisions of this Contract. This Contract may be executed in multiple counterparts, and the counterparts, when combined, shall form and constitute a complete agreement. The parties further agree that facsimile signatures shall be acceptable to bind the parties. Each party executing this Contract represents and warrants that (i) he or she has the specific authority to bind the party on whose behalf he or she is signing this Contract, (ii) the further consent of any third party is not required to perfect such authority, (iii) the party on whose behalf he or she is signing this Contract has undertaken all actions required to enter into this Contract, and (iv) his or her signature represents the binding obligation of such entity. 13. Assignment. Because personal services and products are the subject of this Contract, this Contract shall not be assigned without the prior written consent of the VILLAGE which consent may be withheld for any reason whatsoever. IN WITNESS WHEREOF, the parties have executed and delivered this Contract as of the date first above written. VILLAGE OF CAYUGA HEIGHTS By: ___________________________ Name:_______________________________ Title:_________________________________ CONSULTANT By: ______________________________ Name: George Frantz dba: GEORGE R. FRANTZ & ASSOCIATES SSN: 117-50-5211