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AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO 1912 CENTER VIDEO PRODUCTION BETWEEN CITY OF MOSCOW, IDAHO AND MARSHA KAY SCHOEFFLER THIS AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO 1912 CENTER VIDEO PRODUCTION, made and entered into this lt day of November, 2004, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"), and Marsha Kay Schoeffler, dba Marsha Que Sera Productions, 715 Yz Lynn Street, Moscow, Idaho, 83843 (hereinafter referred to as "PRODUCER"). WITNESSETH: WHEREAS, CITY intends to have PRODUCER produce two video productions related to the 1912 Center for use in education and regarding promotion of the 1912 Center (hereinafter referred to as "PROJECT"); and WHEREAS, PRODUCER agrees to perform the various professional services required and defined hereinbelow at Section I, Scope of Work, with a not to exceed amount of five hundred dollars ($500) for the walking tour of 1912 Center video and a not to exceed amount of one thousand dollars ,000) for the 1912 Center promotional video, plus reimbursable and copy costs as set out herein; NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION 1: Scope of Work PRODUCER shall furnish the following services for PROJECT: Tasks: Task Ia: Walking Tour of Moscow's 1912 Center'' Project Description: PRODUCER will 111m, edit and produce the final product entitled "A Walking Tour of Moscow's 1912 Center" which will include the elements of: a "virtual'' tour of the existing 1912 Center building, both interior and exterior, including footage depicting all finished and unfinished spaces in the building, subject to the approval of the City, which shall be completed and made ready for use on or before the public meeting scheduled for November 18, 2004. AGREEMENT FOR PROFESSIONAL SERVICES MARSHA KAY SCHOEFFLER PAGE 1 OF 7 2004-49 ---PAGE BREAK--- Estimated Compensated Hours I 0 Task l b: Production of two VHS tape copies at ten dollars ($10) per tape and one DVD copy at ninety dollars ($90) per copy. Task 2a: Moscow 1912 Center Promotional video. Description: PRODUCER will tilm, edit and produce the approximately ten (I 0) minute promotional video which will include the elements of: promoting the 1912 Center project, including testimonials and interviews of interested parties, subject to the approval of the City, which shall be completed and made ready for use on or before January 15, 2005. Estimated Compensated Hours 20 Task 2b: Production of two VHS tape copies at ten dollars 0) per tape and one DVD copy at ninety dollars ($90) per copy. Tasks 1 and 2 Total Compensated Hours 30 A. Independent Contractor. SECTION II: The contracting parties warrant by their signature that no employer/employee relationship is established between PRODUCER and CITY by the terms of this Agreement. It is understood by the parties hereto that PRODUCER is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, social security (FICA) withholding. B. Fees and Conditions for Production Services. Total Estimate of Costs for PRODUCER performing Scope of Work described in Section I shall not exceed a total of thirty (30) compensated hours at fifty dollars ($50) per hour and copying costs for VHS tapes and DVDs related to PROJECT as set out in Section I of this Agreement. C. Other Considerations Regarding Fees and Costs. PRODUCER shall be paid in the following manner: One half ( 1/2) of Task I upon execution of this Agreement. One half (l/2) of Task 2 upon execution of this Agreement. AGREEMENT FOR PROFESSIONAL SERViCES MARSHA KAY SCHOEFFLER PAGE2 OF 7 ---PAGE BREAK--- The balance of Task I upon completion of Task I and receipt of estimated hourly services. The balance of Task 2 upon completion of Task 2 and receipt of estimated hourly services. VHS and DVD copies shall be paid for by CITY upon receipt of same. It is the understanding of CITY that PRODUCER intends to voluntarily donate up to ten (10) hours of non-compensated time for her own efforts (outside the terms of this Agreement) related to Task I described hereinabove. It is the understanding of City that PRODUCER intends to voluntarily donate up to twenty (20) hours of non-compensated time tor her O\vn efforts (outside of the terms of this Agreement) related to Task 2 described hereinabove. A. Termination of Agreement. SECTION III: This Agreement may be terminated by PRODUCER upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of PRODUCER. CITY may terminate this Agreement upon thirty (30) days' wTitten notice without cause and without further liability to PRODUCER except as designated by this section. In the event of termination, PRODUCER shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. B. Extent of Agreement. This Agreement may be amended only by WTitten instrument signed by both parties hereto. C. Data of Record. CITY shall make available to PRODUCER all necessary data of record in CITY'S possession, including maps, photographs, historical data, and other information required by PRODUCER relating to this work and shall make available to PRODUCER the 1912 Center at times and dates mutually agreed upon by the parties, including provision of a City staff member to accompany PRODUCER while filming the interior of the 1912 Center building. D. Termination of PROJECT. If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned. or terminated, CITY shall pay PRODUCER for the services rendered to the AGREEMENT FOR PROFESSIONAL SERVICES MARSHA KAY SCHOEFFLER PAGE 3 OF 7 ---PAGE BREAK--- date of such suspended, abated, abandoned, or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement carmot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. E. Indemnification. PRODUCER 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 otÀ or in any way connected with or incident to PRODUCER'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. Further, PRODUCER shall indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of PRODUCER'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. If CITY is determined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results in judgment(s), costs, and/or expenses to PRODUCER, then CITY shall reimburse PRODUCER for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY'S sole negligence. F. Costs and Attorney 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. G. Jurisdiction and Venue. It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. H. Binding of Successors. CITY and PRODUCER each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partners, successors, assigns, and legal representatives of such other parties \Vith respect to all covenants of this Agreement. I. Modification and Assignability of Agreement. AGREEMENT FOR PROFESSIONAL SERVICES MARSHA KAY SCHOEFFLER PAGE40F 7 ---PAGE BREAK--- This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. PRODUCER may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior \\Titten consent and express authorization of CITY. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. PRODUCER may use the services of independent contractors to perform portions of its obligations under this Agreement. Services performed by independent subcontractors will be billed to CITY by PRODUCER at actual cost plus ten percent (I but payment to such subcontractors shall not be in addition to the not-to-exceed amount of this Agreement. The liability of PRODUCER arising from the work of its subcontractors shall be limited to proceeds available from its subcontractor's insurance(s) to the extent permitted by law. J. CITY'S Representatives. CITY's representative is Gary J. Riedner, City Supervisor, who is authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. K. Conflict of Interest. PRODUCER covenants that PRODUCER presently has no interest and will not acquire any interest, direct or indirect, in PROJECT which would conflict in any manner or degree with the performance of its services hereunder. PRODUCER further covenants that, in performing this Agreement, it will employ no person who has any such interest. L. Special Provisions. I. Ownership and Publication of Materials. All reports, information, data, photographic, video, imaging, graphic, broadcast and other materials prepared by PRODUCER pursuant to this Agreement shall be the property of the PRODUCER. CITY shall have unrestricted authority to release, publish, broadcast or otherwise use them, in whole or in part. 2. CITY agrees to make a reasonable etTort to notify PRODUCER of CITY'S intent, if any, to use or adapt materials developed for PROJECT following completion of PROJECT. 3. Non-Discrimination. PRODUCER shall not discriminate against any employee or applicant for employment on the basis of race. color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. AGREEMENT FOR PROFESSIONAL SERVICES MARSHA KAY SCHOEFFLER PAGE50F 7 ---PAGE BREAK--- 4. PRODUCER shall obtain all releases, licenses, contracts, permissions, permits and materials necessary to complete the PROJECT. CITY shall not withhold unreasonably any such releases, licenses, contracts, permissions, permits and materials necessary to complete the PROJECT. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. PRODUCER Marsha Kay Schoeft1er STATE OF IDAHO ) ) ss: County of Latah ) CITY City of Moscow, Idaho On this g:f!day of "-b\Je/11 W , 2004, before me, the undersigned, a Notary in and for said State, personally appeared Marsha Kay Schoeffler, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that she executed the same in her capacity as Principal PRODUCER, authorized representative of Marsha Que Sera Productions. AGREEMENT FOR PROfESSiONAL SERVICES MARSHA KAY SCHOEFFLER PAGE60F7 ---PAGE BREAK--- Agrt->emer.t\PmfessionaiSeD-'iceoMarshaQueSeraProduc!ions'-pm AGREEMENT FOR PROFESSIONAL SERVICES MARSHA KAY SCHOEFFLER PAGE 7 OF 7