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AGREEMENT FOR CONTRACT SERVICES This Agreement, dated this 7th day of October , 1996, is made by and between the City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter "City") and Walter M. Steed & Associates, whose address is 1345 Ridgeview Drive, Moscow, Idaho (hereafter "Contractor") WHEREAS, City wishes to submit a project proposal to the Idaho Department of Commerce (hereinafter "Department") for the receipt of grant funds under the Idaho Community Development Block Grant (ICDBG) Program for the purposes of making improvements benefiting the designated slum and blighted area located within the limits of the City of Moscow on the east side of U.S. Highway 95 south of Highway 8; and WHEREAS, City desires to engage Contractor to render certain services related to the preparation and submission of the project proposal of the above-described ICDBG project as described below; and WHEREAS, in order to assure submission of a well-drafted and effective project proposal for the above proposed ICDBG project, it is deemed to be in the best interests of City to enter into an agreement with Contractor as hereinafter provided • NOW, THEREFORE, City and Contractor, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows ARTICLE I. EMPLOYMENT OF CONTRACTOR City agrees to engage Contractor, and Contractor agrees to provide the services described in Article 6 in order to provide for the submission of the project proposal of the ICDBG project for City as approved by the Department ARTICLE 2. INDEPENDENT CONTRACTOR The contracting parties warrant by their signature that no employer -employee relationship is established between Contractor and 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 its employees, if any, are employees of City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE 3. CONTRACTOR'S INSURANCE Contractor warrants that it has obtained, and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage for its principals and employees for the services to be performed hereunder. Agreement for Contract Services Page I 96-53 ---PAGE BREAK--- ARTICLE 4. LIAISON City's designated liaison with Contractor is Dale Pernula. Contractor's designated liaison with City is Walter Steed. All communications between the parties, unless otherwise authorized in writing, shall be through the designated liaison. ARTICLE 5. EFFECTIVE DATE AND TIME OF PERFORMANCE This Agreement shall be effective the date first above written. Services to be performed by the Contractor pursuant to this Agreement shall be completed no later than fall of 1996 and/or before the deadline for submission of the project proposal as established by the Idaho Department of Commerce. ARTICLE 6. SCOPE OF SERVICES Contractor shall provide all services reasonably necessary and in accordance with acceptable practices and commonly employed industry standards which are likely to ensure submission of a clear, well written, and professionally presented project proposal for improvements benefiting the designated slum and blighted area located on the east side of U.S. Highway 95, south of State Highway 8 in Moscow City limits. These services include, but are not limited to, background research, review of City and other relevant documents, statutes and codes, drafting, writing and submitting the project proposal, and timely conducting of all public hearings required in the submission process. ARTICLE 7. COMPENSATION For services rendered by Contractor in satisfactory completion of the requirements of this Agreement, City shall pay to Contractor a sum, not to exceed TWO THOUSAND FIVE AND NO ONE HUNDREDTHS DOLLARS ($2,500 00) which sum is due to Contractor regardless of whether the project proposal results in the receipt of grant monies from the ICDBG Program. ARTICLE 8. CONFLICT OF INTEREST Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the ICDBG project which would conflict in any manner or degree with the performance of its services hereunder Contractor further covenants that, in performing this Agreement, it will employ no person who has any such interest. Should any conflict of interest (as defined by the ICDBG Administrative Rules) arise during the performance of this Agreement, it will be disclosed and managed according to ICDBG rules. Agreement for Contract Services Page 2 ---PAGE BREAK--- ARTICLE 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 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 City and the Idaho Department of Commerce. Any subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. This Agreement does not obligate City to contract with Contractor for the administration of the project should it be successful nor does it prohibit City from contracting with Contractor for administration of the grant, if successfuL ARTICLE 10. TERMINATION OF CONTRACT This Agreement may be terminated as follows: A Termination for convenience. City may terminate this Agreement in whole or in part for the convenience of City when both parties agree that the continuation of the project is not in the best interest of City and that further expenditure of funds will not produce the results contemplated by this Agreement The parties shall agree in writing upon the conditions, effective date and fair and reasonable payment for work completed. B. Termination for cause. ( 1) If either City or Contractor determines that the other party has failed to comply with the terms and conditions of the Agreement, the non-defaulting party may terminate this Agreement in whole or in part at any time before the date of completion. If either party fails to comply with any of the terms and conditions of this Agreement, the non-defaulting party may give notice, in writing, to the defaulting party of any or all deficiencies claimed. The notice shall be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected by the defaulting party within a reasonable period as specified in the notice, the non-defaulting party may, with no further notice, declare this Agreement to be terminated. In the case of default by the Contractor, Contractor will thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of damages suffered by City by reason of Contractor's failure to comply with this Agreement Agreement for Contract Services Page 3 ---PAGE BREAK--- Notwithstanding the above, Contractor is not relieved of liability to City for damages sustained by City by virtue of any breach of this Agreement by Contractor, and City may withhold any payments to Contractor for the purpose of setoff until such time as the exact amount of damages due City from Contractor is determined. ARTICLE 1 1. DOCUMENTS 1NCORPORA TED BY REFERENCE All applicable local, state and federal statutes, codes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes, codes or regulations by Contractor shall be deemed material and shall subject Contractor to termination of this Agreement for cause. ARTICLE 12. NONDISCRIMINATION Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, gender, age, marital status, physical or mental disability, sexual orientation, or national origin. ARTICLE 13. OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by Contractor pursuant to this Agreement shall be the property of City and the Department, whom shall have the exclusive and unrestricted authority to release, publish or otherwise use them, in whole or in part. All such materials developed under this Agreement shall not be subject to copyright or patent in the United States or in any other country without the prior written approval and express authorization of City and the Department ARTICLE 14. CONSTRUCTION AND VENUE It is agreed that this Agreement shall be construed under and governed by the laws of the State ofldaho. 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. ARTICLE 15. INDEMNIFICATION Contractor waives any 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 Contractor's negligent performance of this Agreement except for liability arising out of the sole negligence of City or its officers, agents or employees. Further, Contractor shall indemnifY, hold harmless, and defend City against any and all claims, demands, damages, costs, expenses or liability arising out of Contractor's negligent performance of this Agreement except for liability arising out of the sole negligence of City or its officers, agents or employees Agreement for Contract Services Page 4 ---PAGE BREAK--- ARTICLE 16. 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 ARTICLE 17. SPECIAL WARRANTY Contractor warrants that nothing of monetary value has been given, promised or implied as remuneration or inducement to enter into this Agreement Contractor 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 Contractor shall make this Agreement null and void. IN WITNESS WHEREOF, said Contractor and City have caused this Agreement to be executed on the day and year first above written. CONTRACTOR CITY / c? Paul C Agidius, Mayor ATTEST Agreement for Contract Services Page 5 ---PAGE BREAK--- STATE OF IDAHO ) ) ss County of Latah ) ACKNOWLEDGMENT On this 1996, before me, a Notary Public in and for said State, appeared Walter M. Steed, known to me to be the person named above and acknowledged to me that he executed the foregoing document. STATE OF IDAHO ) ) ss County of Latah ) State of Idaho My Commission Expires: ACKNOWLEDGMENT On this day of , 1996, before me, a Notary Public in and for said State, appeared Paul C Agidius, known to me to be the person named above and acknowledged to me that he executed the foregoing document. Agreement for Contract Services Notary Public in and for the State ofldaho My Commission Expires: _ Page 6 ---PAGE BREAK--- STATE OF IDAHO ) ) ss County of Latah ) ACKNOWLEDGMENT On this day of 1996, before me, a Notary Public in and for said State, appeared Elaine Russell, known to me to be the person named above and acknowledged to me that she executed the foregoing document agreemenVsteed/dm Agreement for Contract Services Notary Public in and for the State ofldaho My Commission Expires _ Page 7