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PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement is entered into this rzJ day of , 2003 by and between City of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 83843 (h einafter referred to as "CITY"), and Tom Hudson Company, Project Administration, P 0 Box 8645, Moscow, Idaho, 83843, (hereinafter referred to as "FACILITATOR"). WITNESSETH: WHEREAS, a strategic work plan has been developed by CITY to identify and pursue actions by September 30, 2004 to promote economic and community revitalization; and WHEREAS, monies have been budgeted by Council to contract with a consultant who could facilitate implementation of the strategic plan; and WHEREAS, Council believes that Tom Hudson Company can facilitate the Moscow Economic Development team interest in gaining "buy-in" and a consensus among various key entities and constituency groups within our community (hereinafter referred to as "PROJECT"); WHEREAS, City desires to engage facilitator to render certain services related to the PROJECT; NOW, THEREFORE, the parties hereto do mutually agree as follows: l. EMPLOYMENT OF FACILITATOR. CITY agrees to engage FACILITATOR, and FACILITATOR agrees to pro\Ŀ de services described hereinbelow in Scope of Services. 2. NO EMPLOYEE-EMPLOYER RELATIONSHIP. The parties to this Agreement warrant by their signatures that no employer-employee relationship is established between FACILITATOR and CITY hy the terms of this Agreement. It is understood by the parties hereto that FACILITATOR is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for any purposes, including tax, retirement system, or social security (FICA) withholding, legal liability and workers compensation. 3. FACILITATOR'S INSURANCE. FACILITATOR warrants that it has obtained and will maintain at its expense for the duration of this Agreement, statutory workers' compensation coverage for its principals and employees for the services to be performed hereunder. 4. LIAISON. CITY's designated liaison with FACILITATOR Is Joel Plaskon or designee. FACILITATOR's designated liaison with CITY is Tom Hudson. 5. EFFECTIVE DATE AND TIME OF PERFORMANCE. This Agreement takes effect on the date and time first written above and services to be performed by FACILITATOR commence upon receipt of a Notice to Proceed and will be completed upon PROJECT close out. 6. PHASE I SCOPE OF SERVICES. FACILITATOR will perform the following services: Moscow Economic Development Team: Organization and Strategic Planning Phase I Scope of Work: Draft 2 Prepared by Tom Hundson Company and Joel Plaskon, May 1. 2003 PROFESSIONAL SERVICES AGREEMENT C!TY OF MOSCOW AND TOM HUDSON COMPANY PAGE10F6 2003-21 ---PAGE BREAK--- Ste Action p Activity 1 Background Research a. Prepare a Solicitation Letter from City Seeking Participation in Phase 1; Describe Intent of Broader Effort & Purpose of Phase (May 5, 2003) b. Review & Record "Team" Economic Goals Team: City, County, LEDC, UI, Chamber, Hospital, School District, Newspaper, URA c. Identify & Summarize Local Economic Trends: Growth Rates, Construction, Ul Investments, Leading Economic Indicators d. Review Public Planning to Identify Community Priorities: Citizen Survey, Moscow Summit, Chamber Surveys, Downtown Revitalization Plan, LEDC goals, mission and SWOT, URA Mission, Comprehensive Plan, City Strategic Plan, Ul Strategic Plan and Economic !rnpacts of Ul Study e. Summarize 'a-c' insights in a PowerPoint Presentation f. Refine City Draft Work Plan & Other City Materials for Use in This Process g. Written Summary Report of a-f (TH) & Presentation to Council Committees 2 Meeting # 1: Team-Building & Direction, 4 Hours (I -5 pm, May 27, 2003) a. Preparation of Meeting Goals, Agenda, Handouts, Materials, Site b. Facilitation of Meeting: Presentation of PowerPoint ii. Group Discussion: Ques. 1: What are Your Biggest Challenges regarding Economic Development? Ques. 2: What are your strongest attributes regarding Economic Development? Ques. 3: What Benefits Might You Gain from Collaborations? Ques. 4: What are the opportunities for and benefits of Regional Collaboration? iii. Solicitation of Support for "Moscow, Inc.," Economic Development Team iv. Summary of Team Members' Economic Priorities & Overlap v. Introduction of City's Draft Work Plan; Brief Discussion for Clarity c. Review and Help Refine City Draft Work Plan d. Written Report Summary of Meeting Results, Conclusions, Decisions, Next Steps (TH) and Report to Council Committees 3 Meeting Economic Workshop: Priorities & First Steps, 4 Hours (l-5 pm, June 17, 2003) a. Preparation of Meeting Goals, Agenda, Handouts, Materials, Site b. Preparation of Solicitation/Reminder Materials c. Facilitation of Meeting: Discussion of Economic Priorities: ENDS; Prioritize List l This is a Full Group Discussion. Participants Will Be Asked to Come Prepared to List and Prioritize Their Top Economic Development Priorities in Terms of Where Their Organizations Want Moscow I To End Up in Ten, Twenty Years, i.e., What Conditions Would Define Success of an Economic L_Development Program PROFESSIONALS ERV!CES AGREEMENT CITY OF MOSCOW AND TOM HUDSON COMPANY PAGE20F6 ---PAGE BREAK--- 4 5 6 ii. Common Ground: Having Prioritized ENDS, Identify Major Activities or Strategies That Will Lead to These Ends. Identify Who Are Logical Leads and Participants in These Activities. iii. Next Steps: Full Group Discussion of Actious Needed to Support Primary Activities. Actions Fall in Two Groups: Actions Needed Regardless of Activities (Baseline Economic Information, Infrastructure Evaluations, etc.); Actions Needed to Support Specific High Priority Activities. iv. Work Plan: Breakout Session with Participants Refining City's Draft Work Plan for Major Activities and Baseline Activities. v. Full Group Review of Work Plan Recommendations from Small Groups d. Refine City Draft Work Plan - e. Written Report Summary of Meeting Results (TH), Conclusions, Decisions, Next Steps and Report to Council Committees Commitment to Action a. City Refines & Reports Workshop Output. Recommendations Regarding Work Plan are Distributed to Team for Refinement and Adoption. b. MOU is Crafted to Make Commitment to Teamwork Explicit and Formal Public Involvement a. I Public Workshop to Report Intentions & Get Feedback Meeting Team Refinement of Priorities & Workplan a. Follow-up Team Meeting to Initiate Action on High Priority Activities TOTAL HOURS ESTIMATED 50.25 TOTAL FEE $5,528 Note: If additional work is mutually agreed to, it will he billed at $!10 per hour. Such work may include interviews of Team members, additional research, reports on workshop elements, facilitation of additional workshops, preparation and/or refinement of strategies and work plans, and similar tasks. It is understood and agreed by the parties that the Scope of Services of the FACILITATOR does not include any of the following: the disbursement or accounting of funds distributed by CITY's financial officers, legal advice, fiscal audits, or assistance with activities not related to PROJECT. 7. COMPENSATION. Based on a rate of One Hundred Ten Dollars 1 10) per hour, CITY shall pay FACILITATOR a sum not to exceed Five Thousand Five Hundred Twenty Eight Dollars ($5,528) plus reimbursement at cost for sales tax and printing of the Addendum, which shall not be increased or decreased without written agreement by both parties per Section 9 hereinbelow. CITY agrees to pay said billings as follows: a. Two Thousand Seven Hundred Sixty Four Dollars ($2,764) upon execution of this Agreement; b. FACILITATOR shall submit billings which show amount of hours expended pursuant to Scope of Services schedule contained in Section 6 hereinabove, plus any additional work the parties agree to in writing during the billing period plus reimbursable expenses as set out hereinbelow. City shall pay billings submitted within thirty (30) days of receipt of said billings. c. Reimbursable expenses: Printing expenses estimated at Seventy Five Dollars PROFESSIONAL SERVICES AGREEMENT CITY OF MOSCOW AND TOM HUDSON COMPANY PAGE30F6 ---PAGE BREAK--- 8. CONFLICT OF INTEREST. FACILITATOR covenants that FACILITATOR presently has no interest and will not acquire any interest, direct or indirect, in PROJECT which would conf1ict in any manner or degree with the perfonnance of FACILITATOR's services hereunder. FACILITATOR further covenants that, in performing this Aŀo>reement, FACILITATOR will employ no person who has any such interest. 9. MODIFICATION AND ASSIGNABILITY OF AGREEMENT. This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, which are not contained in the written A!,>reement, are valid or binding. This Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. FACILITATOR may not subcontract or assign his rights (including the right to compensation) or duties arising hereunder without the prior written consent of CITY and Department. Any sub-contractor or assignee will be bound by all of the terms and conditions of this Agreement. If additional work is mutually agreed to by the parties, it shall be billed at One Hundred Ten Dollars 1 0) per hour. Such work may include interviews of team members, additional research, reports on workshop elements, facilitation of additional workshops, preparation and! or refinement of strategy and work plans, and similar tasks. 10. TERMINATION OF AGREEMENT. This Agreement may be terminated as follows: Termination for cause. If either party determines that tbe other party to this Agreement has failed to comply with the terms and conditions of the Agreement, the party making that determination may terminate this Agreement in whole or in part at any time before the date of completion after first giving notice, in writing, to that party of any or all deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period to be specitied in the notice, the notifying party may, with no further notice, declare this Agreement to be terminated. FACILITATOR will thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of reasonable damages suffered by CITY from FACILITATOR by reason of FACILITATOR's failure to comply with this Agreement. (ii) Notwithstanding the above, FACILffATOR is not relieved of liability to CITY for damages sustained by CITY by virtue of any breach of this Agreement by FACILITATOR, and CITY may withhold any payments to FACILITATOR for the purpose of set-off until such time as the exact amount of damages due CITY from FACILITATOR is determined. l l. CIVIL RIGHTS ACT OF 1964. FACILITATOR will abide by the provisions of the Civil Rights Act of 1964 which states that under Title VI, no person may, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 12. NONDISCRIMINATION. FACILITATOR will not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental handicap, or national origin. 13. OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and other materials prepared by FACILITATOR pursuant to this Agreement are to be the property of CITY and the Department which have the exclusive and unrestricted authority to release, publish or otherwise PROFESSIONAL SERVICES AGREEMENT C!TY OF MOSCOW AND TOM HUDSON COMPANY PAGE40F6 ---PAGE BREAK--- use, in whole or part under this Agreement and shall not be subject to copyTight or patent in the United States or in any other country without the prior written approval of CITY and the Department. 14. REPORTS AND INFORMATION. FACILITATOR will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by CITY to assure proper accounting for all PROJECT funds, both Federal and non-Federal shares. These records will be made available for audit purposes to CITY or its authorized representative, and will be retained for three years after the expiration of this Agreement unless permission to destroy them is granted by CITY 15. CONSTRUCTION AND VENUE. This Agreement will be construed under and governed by the laws of the State of ldaho. In the event of litigation concerning it, venue is the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. 16. INDEMNIFICATION. FACILITATOR waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to FACILITATOR's negligent performance of this Agreement except for liability arising out of concurrent or sole negligence of CUY or its officers, agents or employees. Further, FACILITATOR will indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses or liability arising out of FACILITATOR's negligent performance of this Agreement except for liability arising out of the concurrent or sole negligence of CITY or its officers, agents or employees. CITY waives any and all claims and recourse against FACILITATOR, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to CITY's negligent performance of this Agreement except for liability arising out of concurrent or sole negligence of FACILITATOR or its officers, agents or employees. Further, CITY will indemnify, hold harmless, and defend FACILITATOR against any and all claims, demands, damages, costs, expenses or liability arising out of CITY's negligent performance of this Agreement except for liability arising out of the concurrent or sole negligence of FACILITATOR or its officers, agents or employees. 17. LEGAL FEES. In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. 18. SPECIAL WARRii.NTY. FACILITATOR warrants that nothing of monetary value has been given, promised or implied as remuneration or inducement to enter into this Agreement FACILITATOR further declares that no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion or negotiation leading to the award of this Agreement. Any such activity by FACILITATOR shall make this Agreement null and void. 19. NOTICE TO PARTIES. Service of any notice permilted or required under the terms of this Agreement shall be deemed complete upon the depositing of the same in the United States mails by the notifying party, by certified or registered mail, addressed to the notified party at the address set forth above, or at such other address as either shall hereinafter in writing to the other designate, or by causing such notice to be served personally upon the liaison for the notified party as set forth in paragraph 4 above. PROFESSIONAL SERVICES AGREEMENT CITY OF MOSCOW AND TOM HUDSON COMPANY PAGE50F6 ---PAGE BREAK--- 20. SEVERANCE AND VALIDITY. In the event any provision of this Agreement, or any part thereof, shall be determined by any court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions, or parts thereof, shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby. Such remaining provisions shall be construed in a manner most closely approximating the intention of the parties with respect to the invalid, void or unenforceable provision or part thereof. 2 1. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, agents and any consented-to successors and assigns of these parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF MOSCOW ( · . . . '-MOscow City Clerk/ STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) TOM HUDSON COMPANY \ \ - ' I I 230 \ By: ; P '1 Tom Hudson Title: \ 1\JL ! Principal _ ACKNOWLEDGMENT On this ti day of appeared Tom Hudson, known to m foregoing document as the duly aut -\gn>em