Full Text
AGRE.EMENT THIS AGREEMENT , dated this day of tr1 L . I 99£ by and between the city of Moscow, a municipal corporation of the state of Idaho (hereinafter, "CITY") and Business Planning Consultants, Inc. (hereinafter, "CONTRACTOR") WHEREAS, the CITY intends to engage CONTRACTOR to perform certain personal services for a project known as Competitive Disadvantages of Moscow, Idaho as a Border Community, in phases, (hereinafter referred to collectively as the "PROJECT"); WHEREAS, the CONTRACTOR has reviewed the scope of the work to be performed under this Agreement; NOW THEREFORE, the CITY and the CONTRACTOR, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows: ARTICLE 1. CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between the CITY and the CONTRACTOR concerning the PROJECT consist of this Agreement, pages one through six There are no contract documents other than those listed in Article I. This Agreement may only be amended by change order as provided herein. ARTICLE 2. WORK The CONTRACTOR shall complete the entire PROJECT as specified, indicated and required under the Contract Documents. ARTICLE 3. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between CONTRACTOR and the CITY by the terms of this Agreement. It is understood by the parties hereto that CONTRACTOR is an independent CONTRACTOR and as such neither CONTRACTOR nor CONTRACTOR's employees, if any, are employees of the CITY for purposes of tax, retirement system, or social security (FICA) withholding. AGREEMENT FOR SERVICES PAGE l 95-28 ---PAGE BREAK--- ARTICLE 4. SCOPE OF WORK CONTRACTOR shall provide personal services for the PROJECT as outlined in the Contract Documents in accordance with the terms and conditions of this Agreement. The PROJECT shall consist of the following: Phase 1: Phase I Finding of Competitive Disadvantage COMPETITIVELY DISADVANTAGED BORDER COMMUNITY EVALUATION Business Planning Consultants, Inc. will identify areas of competitive advantages in the adjoining State of Washington and Whitman County. The research will be conducted in the five areas mentioned specifically in the Competitively Disadvantaged Border Community law; Sales Taxes, Income Taxes, Property Taxes, Population and Unique Geographic Features. The following outline shows the areas of research which will be followed to identify these areas of disadvantage. Sales Taxes Tax Rates Sales Tax Volume Income Taxes Income Tax Business and Occupation Tax Property Taxes Tax Rates Property Tax Use Populations Population Size Age Factors Work Force Size Employment Location and Commute Patterns Housing Location, Cost and Type Unique Geographic Features Geographic features which can cause disadvantages in economic activity. Investigation into each of these areas will uncover disparities between Washington State/Whitman County/City of Pullman and Idaho State/Latah County/City of Moscow. Those areas where a disadvantage occurs for Moscow will be included AGREEMENT FOR SERVICES PAGE 2 ---PAGE BREAK--- in a report titled "Competitive Disadvantages of Moscow, Idaho as a Border Community". The CITY may, at its sole discretion and option, authorize CONTRACTOR to proceed with the following service or services, as follows: Phase 2: Phase II Bond Feasibility Study Phase 3: Phase III Urban Renewal Plan for Disadvantaged Border Community ARTICLE 5. CHANGES IN THE PROJECT (Change Orders) The CITY and the CONTRACTOR may make additions to the scope of PROJECT by written mutual agreement. The CITY may omit work previously ordered, without penalty, by written instructions to CONTRACTOR. The provisions of this Agreement, with appropriate changes in CONTRACTOR's compensation and project schedule, shall apply to all additions and omissions. A. It is further agreed that the PROJECT consists of Phase 1, but that the CITY may authorize CONTRACTOR to proceed with subsequent phases, and that the CITY shall retain the right to direct CONTRACTOR to halt work, including work in progress, at any time, and during any phase, without penalty, subject only to CONTRACTOR's right to compensation for work performed on the PROJECT up to the date CONTRACTOR is directed by CITY to halt work. ARTICLE 6. 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, 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. CONTRACTOR may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of the CITY. Any subcontractor or assignee so authorized shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. ARTICLE 7. RESPONSIBILITIES The CITY will: A. Provide to CONTRACTOR all specifications, criteria and fnll information as to its requirements for the PROJECT. B. Upon identification by the CONTRACTOR and approval by the CITY of the necessity and scope of information required, furnish the CONTRACTOR with AGREEMENT FOR SERVICES PAGE3 ---PAGE BREAK--- data, reports, surveys, and other materials and information required for the PROJECT, except those included in CONTRACTOR's scope of work. ARTICLE 8. PROJECT SCHEDULE CONTRACTOR shall commence work on the PROJECT upon written notice given by the CITY. CONTRACTOR shall not proceed with the PROJECT associated with Phase 2 or Phase 3 without written authorization of the CITY. ARTICLE 9. COMPENSATION For services performed pursuant to Phase 1 of the PROJECT, CONTRACTOR shall be compensated for time and expenses the fixed amount of one thousand dollars ,000.00). In the event that the CITY authorizes CONTRACTOR to proceed with further phases of the PROJECT: A. For services performed pursuant to Phase 2 of the PROJECT, CONTRACTOR shall be compensated for time and expenses the fixed amount of three thousand five hundred dollars ($3,500.00). B. For services performed pursuant to Phase 3 of the PROJECT, CONTRACTOR shall be compensated for time and expenses the fixed amount of two thousand dollars ($2,000.00). ARTICLE 10. PAYMENT Payment for services rendered by CONTRACTOR shall be paid upon completion of each phase. Payments for invoices prepared by CONTRACTOR shall be due and payable net 30 days. Any additional work such as attendance at public hearing, expert witness testimony or other meetings which are beyond the scope of research to prepare the report will be charged at the standard hourly rate of $75.00 per hour and be in addition to the amount specified in this proposal and will be submitted on separate invoices. One original of the report will be provided by CONTRACTOR to the CITY for the fixed price. However, if more than one original copy of the document is desired by the CITY, copy expenses will be billed at cost. If the CITY does not make payments to CONTRACTOR in accordance with this agreement, CONTRACTOR may suspend its services on the basis of non-performance on the part of the CITY. When such progress payments are restored, CONTRACTOR shall continue its services under this Agreement. AGREEMENT FOR SERVICES PAGE4 ---PAGE BREAK--- ARTICLE 11. STANDARD OF PERFORMANCE AND INSURANCE A. In performance of its obligations under this Agreement, the CONTRACTOR will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. B. CONTRACTOR shall, during the performance of this agreement, keep in force Workmen's Compensation insurance, Employers Liability insurance for its employees, Errors and Omissions insurance and General Liability insurance each having a limit of one million dollars ,000,000.00) ARTICLE 12. GENERAL CONSIDERATIONS A. CONTRACTOR shall prepare its drawings, specifications, and reports in a timely manner, but it is agreed between the parties to this Agreement that CONTRACTOR shall not be responsible for delays occasioned by factors beyond CONTRACTOR's control. B. CONTRACTOR shall not disclose, nor shall CONTRACTOR permit disclosure of any information designated by the CITY as confidential, except to its employees and other consultants who need such information in order to properly execute the services of this Agreement. ARTICLE 13. TERMINATION This Agreement may be terminated as follows: A. Termination for convenience. The CITY may terminate this Agreement in whole or in part for the convenience of the CITY when in the CITY's judgment continuation of CONTRACTOR's services is not in the best interest of the CITY. Then and in that event CONTRACTOR shall be entitled to compensation for work performed up until the date of termination, and the CITY's liability shall be so limited. B. Termination for cause. If the CITY determines that CONTRACTOR has failed to comply with the terms and conditions of the Agreement, the CITY may terminate this Agreement in whole or in part at any time before the date of completion. CONTRACTOR will thereafter be entitled to receive payment for those services reasonably performed ot the date of termination less the amount of damages suffered by the CITY by reason of CONTRACTOR's failure to comply with this Agreement. AGREEMENT FOR SERVICES PAGES ---PAGE BREAK--- ARTICLE 14. ADHERENCE TO LAW REQUIRED All applicable local, state and federal statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by CONTRACTOR shall be deemed material and shall subject CONTRACTOR to termination of this Agreement for cause. ARTICLE 15. CONSTRUCTION AND VENUE 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 ofldaho, in and for the County of Latah. ARTICLE 16. INDEMNIFICATION CONTRACTOR waives any and all claims and recourse against the 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 CONTRACTOR's performance of this Agreement except for liability arising out of the sole negligence of the CITY or its officers, agents or employees. Further, CONTRACTOR shall indemni:fY, hold harmless, and defend the CITY against any and all claims, demands, damages, costs, expenses or liability arising out of CONTRACTOR's performance of this Agreement, except for liability arising out of the sole negligence of the CITY or its officers, agents or employees. ARTICLE 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. IN WITNESS WHEREOF, said CONTRACTOR and CITY have caused this Agreement to be executed on the day and year first above written. CONTRACTOR: Business Planning Cons tan\s, Inc. by Michael R. Cady, Prin¾ipal\ and Secretary cady/dm \ j_ AGREEMENT FOR SERVICES CITY: ATTEST: Elaine Russell, City Clerk PAGE6