Business Services Agreement Manitowoc Co CDPG

Business Services Agreement Manitowoc Co CDPG

Parties

Recitals

WHEREAS, Client engages Service Provider to perform professional services in connection with the Manitowoc County Community Development Program Grant (CDPG) activities described in this Agreement; and

WHEREAS, Service Provider represents that it possesses the necessary experience, personnel, qualifications and resources to perform the services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

1. Scope of Work

Service Provider shall perform the services and provide the deliverables described in the Scope of Work below. Deliverables shall conform to the specifications, timelines and acceptance criteria set forth by the Client, and any changes shall be governed by Section 2.3 (Change Orders).

Acceptance: Client shall review each deliverable within a commercially reasonable period not to exceed days following delivery, and shall provide written acceptance or a description of deficiencies. If Client does not provide notice within that period, deliverable shall be deemed accepted.

2. Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in full consideration for the services and deliverables.

Invoices: Service Provider shall submit written invoices to Client in accordance with the schedule above. Unless otherwise stated, Client shall make payments within days of receipt of an undisputed invoice. Payments shall be made in lawful currency by check or electronic transfer as agreed by the parties. All undisputed amounts not paid within such period shall accrue interest as set forth below.

Expenses: Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider in connection with the services, subject to substantiation by receipts and prior written approval where required.

3. Term and Termination

This Agreement shall commence on the Effective Date set forth below and shall continue until the End Date stated below unless earlier terminated as provided herein.

Effective Date:

End Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own similar information but not less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is (i) or becomes generally available to the public other than through a breach of this Agreement, (ii) already known by the receiving party at the time of disclosure, (iii) rightfully obtained from a third party without restriction, or (iv) independently developed without use of the disclosing party's Confidential Information.

Return/Destruction: Upon termination or written request, receiving party shall return or destroy Confidential Information and certify destruction upon request, except to the extent retention is required by law or internal backup procedures.

5. Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify and hold harmless the other party from and against all third-party claims, liabilities, damages and expenses resulting from the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement.

Limitation of Liability: Except for liability arising from indemnification obligations, breach of confidentiality, or a party's gross negligence or willful misconduct, neither party's aggregate liability arising out of or relating to this Agreement shall exceed the total amount of fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

6. Insurance

Service Provider shall maintain appropriate insurance coverage, including general liability and professional liability insurance customary for the services provided, and shall provide certificates of insurance upon Client's request.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wisconsin for any dispute arising under this Agreement.

8. Independent Contractor; Compliance

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall comply with all applicable laws, regulations and ordinances in performing the services, including applicable grant conditions and procurement rules governing the CDPG program.

9. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may specify by notice to the other. Notices shall be effective upon receipt.

10. Entire Agreement

This Agreement, including all appendices and the Scope of Work set forth herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver shall be effective unless in writing signed by the waiving party. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all of its assets.

Execution

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the Effective Date below.

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