Consulting Contract between MACED and Consultant Enterprise Technical Assistance
This Consulting Agreement (herein the “Agreement”) is entered into by Consultant Legal Name (herein the “Consultant”) and the Mountain Association for Community Economic Development, Inc. (herein “MACED”), a non-profit corporation headquartered at 433 Chestnut Street, Berea, KY 40403, for the Consultant to provide strategic consulting services to MACED in its work to achieve the mission of the organization.
MACED and the Consultant hereby understand and agree as follows:
Engagement. MACED engages the Consultant and the Consultant agrees to provide technical assistance services to MACED client enterprises and/or entrepreneurs in support of MACED’s Enterprise Development Program work.
Scope of Work. The Consultant will provide technical assistance services on a project-by-project basis according to the Scope of Work Guidelines attached, and which is incorporated herein.
Relationship. The Consultant is an independent contractor. The Consultant will perform the Consultant’s obligations under the general direction of MACED as to the results of the activity, but the Consultant will determine, in the Consultant’s sole discretion, the manner and means by which its obligations are accomplished, subject to the express condition that the Consultant will at all times comply with applicable laws and regulations. It is also expressly understood that the Consultant is not an agent or employee of MACED and has no authority whatsoever to bind MACED by contract or otherwise.
Term. This Agreement will be in effect for one year following the submission of the consultants information and acceptance of terms. Either party may terminate the Agreement for any reason upon 15 days’ written notice. This Agreement will automatically renew each year, for another year, unless either the Consultant or MACED notifies the other 15 days prior to the end date or its anniversary.
Revisions. Either the Consultant or MACED may initiate a review of the Agreement to ensure that the Agreement is fulfilling its purposes. Revisions to the Agreement may be made as necessary and as agreed to in writing by MACED and the Consultant.
Fees. MACED agrees to pay the Consultant $##.00 per hour of service as defined in the Technical Assistance Engagement. The Consultant will not exceed the hours set out in the Scope of Work without prior written approval by MACED. There are no retainers or minimum guaranteed work in this agreement.
Billing. The consultant will provide invoices to MACED according to the attached Scope of Work Guidelines. Timely submission of invoices is critical. MACED is under no obligation to pay for services which are not invoiced within this timeframe.
Payments. The Consultant must complete a Form W-9, Request for Taxpayer Identification Number and Certification, before payments from MACED can commence. Payments will be made upon presentation of an invoice and completion satisfactory to MACED of each stage of work, according to the the Scope of Work guidelines.
Expenses. MACED will pay for travel mileage at the federal mileage rate of $0.535. MACED will not pay for the first __ hours of travel time, but will pay __% of the consultant’s standard rate beyond that. All other expenses related to the
Consultant’s work under this Agreement must be pre-approved by MACED or they will not be reimbursed to the Consultant. The Consultant will provide phone and e-mail communication at no charge. The Consultant will provide a detailed statement of expenses to be reimbursed on invoices for payments by stages of work. All reimbursed expenses will be included on any Form 1099 supplied by MACED to the Consultant and the IRS.
Reporting. On each invoice, the Consultant will describe the services provided and billed to MACED as described in the Scope of Work Guidelines. The Consultant will also be available for in-person, phone and e-mail reports as requested by MACED.
Disclosures. The Consultant will not disclose or appropriate to the Consultant’s own use, or to the use of any third party, at any time during or subsequent to the Term of this Agreement, any secret or confidential information of MACED or its clients of which the Consultant has been or hereafter becomes informed, whether or not developed by the Consultant, including, but not limited to, information pertaining to data collected and analysis thereon, client lists, services, methods, processes, prices, profits, contract terms or operating procedures, except as required in connection with the Consultant’s performance of this Agreement, or as required by a governmental authority. MACED will have the right to obtain injunctive relief, without bond, for violation of the terms of this paragraph, and terms of this paragraph will survive the Term of this Agreement.
Liability. With regard to the services to be performed by the Consultant pursuant to this Agreement, the Consultant will not hold MACED, or anyone who may claim any right due to any relationship with MACED, liable for any acts or omissions in the performance of services on the part of the Consultant, except when said acts or omissions of MACED are due to willful misconduct or gross negligence. The Consultant will hold MACED free and harmless from any obligations, costs, claims, judgments, attorney’s fees and attachments arising from or growing out of the services rendered to MACED.
Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in accordance of the rule of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) will be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in Madison County, KY.
Contact. Each party will designate an official contact to coordinate the activities of each party in carrying out this Agreement. The MACED point-of-contact for all matters related to this Agreement will be Paul Wright at telephone number (859) 986- 2373. MACED’s mailing address is 433 Chestnut Street, Berea, KY 40403. The contractor point-of-contact for all matters related to this agreement shall be [name] , at voice telephone number [phone]. The e-mail address is [e-mail address] . The street address is [address].
Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter and supersedes all prior agreements and understandings between the parties concerning the subject matter. This Agreement will be effective for the dates referenced under the Term herein.
Scope of Work Guidelines
Services to be provided: The consultant shall work with individual clients at MACED’s specific authorization and request based on a written contract and using MACED forms and processes.
On-site Assessment: MACED shall provide the consultant with a background description of issues and list of suggested interventions. Based on this description, the consultant shall conduct an on-site assessment with the client limited to not more than five hours of billable time plus travel time to determine the need and scope of assistance to resolve all identified issues. In addition to MACED’s background description, the consultant shall consider information gathered through discussion with the client, inspection of the business facility, and a review of any financial information and related material provided by the client. The consultant shall present a written assessment report to MACED staff outlining their findings and the course of action needed to resolve all issues. Said report shall include:
- A summary of their findings, a detailed description of the type of technical assistance needed and a projection of the number of hours needed to provide said services. If the type of technical assistance needed is beyond the expertise of the consultant said technical assistance needs shall be separated and highlighted in the report.
- A list of deliverables, if any, that will be provided by a consultant such as training aids, worksheets, training, documents, etc.
- A list of expected outcomes occurring after the technical assistance engagement is complete such as the type and level of skill the client will be expected to demonstrate, tasks the client will be able to perform, etc.
- A proposed start and end date for providing services and an estimate of the total number of site visits and hours including travel time.
In some cases the consultant may be asked to work with a group of clients that MACED believes have similar or related issues. In such cases the consultant shall assess the needs and challenges of the group and the assessment report shall address the potential effectiveness of offering services in a group setting. The assessment is limited to five hours of billable time unless otherwise specified in the terms of the on-site assessment contract.
Technical Assistance Engagement: MACED staff shall review the On-Site Assessment Report and decide how to proceed with the Technical Assistance Engagement. MACED may contract with any consultant in its consultant pool to provide services. A Technical Assistance Engagement shall be a written contract and specify expected deliverables and outcomes. The contract shall be signed by MACED staff, the consultant and all clients receiving services.
Technical Assistance Progress Report: Throughout the course of the Technical Assistance Engagement the consultant shall submit written updates using a Technical Assistance Progress Report form at agreed upon intervals and accompanying all submitted invoices. All recommended changes in the scope or nature of the Technical Assistance Engagement including the need for additional site visits or consultant time shall be described in the Technical Assistance Progress Report. Said recommended changes shall be reviewed by MACED staff and if approved shall be appended in writing to the technical assistance engagement contract and signed by all parties.
Invoicing for Services: The consultant shall submit a hardcopy invoice addressed to MACED’s accounting and payroll clerk by the 15th day of each calendar month detailing services provided during the previous month’s service period. An electronic version of the invoice should also be emailed to the project speicalist by the 15th day of each calendar month, cc:ing Paul Wright, Vice President for Enterprise Development.
The invoice shall include:
- dates services were provided
- name of the consultant providing services
- list of clients receiving services
- locations where services were provided
- abbreviated description of the services provided
- time spent providing service rounded up to the nearest quarter hour
After submitting an invoice and at anytime during the contract period the consultant shall be available to discuss by phone, in person or respond to e-mail inquiries from MACED staff. The consultant shall notify MACED immediately if they are delayed or unable to provide the services described in the Technical Assistance Engagement contract.
If you accept the terms listed above, please complete the form below with your information to become a MACED consultant.