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AGREEMENT FOR CONSULTING SERVICES Tms AGREEMENT, dated this,.;[: day of "Je;" . 19Eby and between the City of Moscow, Idaho, a municipal corporation of th 'State ofldaho (heremafter referred to as "Ctty"), and Tom Hudson (hereinafter referred to as "Consultant"): WHEREAS, the City, in cooperation with Latah County, School District #281 and the University of Idaho, is participating in a Shared Facilities Task Force which seeks to identify and facilitate the most efficient use of public property and buildings; and WHEREAS, the Shared Facilities Task Force desires that a consultant be employed for the purposes of facilitating the coordination of Task Force objectives as dictated by the above-referenced entities; and WHEREAS, the City has consented to be the contracting entity for such arrangement. NOW, THEREFORE, the City and the Consultant, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows: ARTICLE I. EMPLOYMENT OF CONSULTANT The City agrees to engage the Consultant, and the Consultant agrees to the following: 1. Consultant shall perform all services as described in the "Scope of Work" which is attached hereto as Exhibit and incorporated herein by this reference. ARTICLE II. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between the Consultant and the City by the terms of this Agreement. It is understood by the parties hereto that the Consultant is an independent contractor and as such neither it nor its employees, if any, is an employee of the City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE III. CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between the City and the Consultant concerning the work consist of: 1. This Agreement, pages 1 through 5; and Exhibits attached and incorporated by reference. There are no Contract Documents other than those listed in Article III. This Agreement may only be amended by change order as provided in this Agreement. ARTICLE IV. CONSULT ANT'S INSURANCE The Consultant warrants that it has obtained, and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability and comprehensive general AGREEMENT FOR CONSULTING SERVICES Page 1 95-71 ---PAGE BREAK--- liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have, at a minimum, a coverage limit of at least Five Hundred Thousand Dollars ($500,000.00). ARTICLE V. LIAISON The City's designated liaison with the Consultant is Pamela Palmer, Moscow City Councilrnember, or such other person designated by the City. All communications between the parties, unless otherwise authorized in writing, shall be through the designated liaison. ARTICLE VI. DATE OF COMMENCEMENT AND DATE OF COMPLETION AND LIQUIDATED DAMAGES Unless adjustment of the Agreement is made in conformance with the Contract Documents, the Consultant shall begin work on the project on the date of commencement and shall complete the work prior to the date of completion. 1. 2. Date of Commencement Date of Completion September 11, 1995 October 31, 1995 ARTICLE VII. SCOPE OF SERVICES The Consultant shall perform all services required by the Contract Documents. ARTICLE VIII. COMPENSATION For services rendered by the Consultant in satisfactory completion of the requirements of this Agreement, the City shall pay to the Consultant a sum not to exceed TWO THOUSAND THREE HUNDRED TWENTY DOLLARS ($2,320.00), hereinafter the Contract Sum Method of Payment. The Consultant shall be paid 25% of the Contract Sum upon execution of this Agreement. Thereafter the Consultant shall be compensated, based upon percent of completion of the Agreement, according to the following schedule: September 25, 1995 25% October 16, 1995 25% October 31, 1995 25% ARTICLE IX. MODIFICATION AND ASSIGNABJLITY OF CONTRACT 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. The Consultant 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. AGREEMENT FOR CONSULTING SERVICES Page2 ---PAGE BREAK--- ARTICLE X. TERMINATION OF AGREEMENT This Agreement may be terminated as follows. If the City determines that the Consultant 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. If the Consultant fails to comply with any of the terms and conditions of this Agreement, the City may give notice, in writing, to the Consultant 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 within a reasonable period as specified in the notice, the City may, with no further notice, declare this Agreement to be terminated. The Consultant will thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of damages suffered by the City by reason of the Consultant's failure to comply with this Agreement. ARTICLE XI. ADHERENCE TO LAW REQUIRED AU 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 the Consultant shall be deemed material and shall subject the Consultant to termination of this Agreement for cause. ARTICLE XII. OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by the Consultant pursuant to this Agreement shall be the property of the City, Latah County, School District #281 and the University ofldaho through the Shared Facilities Task Force. Such materials shall not be used by any party except such entities and shall not be copied for distribution or resold without the prior consent of such entities. The Consultant warrants that he has all rights, title, and interest in said material sufficient to convey same to such entities free of claims by others. 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 such entities. the City. ARTICLE XIII. REPORTS AND INFORMATION The Consultant shall maintain accounts and records, including personnel, property and f'mancial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the City to assure proper accounting for all project funds. These records shall be made available upon demand to the City or its authorized agents or representatives for audit purposes and will be retained for three years after the expiration of this Agreement. ARTICLE XIV. 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 Count of the Second Judicial District of the State ofldaho, in and for the County of Latah. AGREEMENT FOR CONSULTING SERVICES Page3 ---PAGE BREAK--- ARTICLE XV. INDEMNIFICATION The Consultant waives any and all claims and recourse against the City, Latah County, School District #281 and the University of Idaho, 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 the Consultant's performance of this Agreement except for liability arising out of the sole negligence of such entities, their officers, agents or employees. Further, the Consultant shall indemnify, hold harmless, and defend such entities against any and all claims, demands, damages, costs, expenses or liability arising out of the Consultant's performance of this Agreement except for liability arising out of the sole negligence of such entities or their officers, agents or employees. ARTICLE XVI. 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 Consultant and the City have caused this Agreement to be executed on the day and year first above written. CONSULTANT: JMoJ Tom Hudson CITY: By: Y Paul C. Agidius, Mayor AITEST: £ By:,u Elaine Russell, City lerk ACKNOWLEDGMENT STATE OF {Lj;6 COUNTY OF/ 7 ) ) ss ) On this Y of d..vY , 1995, before me a Notary Public in and for said State, personally appeared Tom Hudson, known to me to be the person described in the above document and acknowledged to me that he/she executed the same. tD /.721 Notary Pu61ic residing at 89 My commission expires. _ AGREEMENT FOR CONSULTING SERVICES Page4 ---PAGE BREAK--- STATE OF IDAHO ) ) ss COUNTY OF LATAH ) ACKNOWLEDGMENT On this t tP day of 1995, before me a Notary Public in and for said State, appeared Paul C. Agidius in official capacity as Mayor of the City of Moscow, known to me to be the person descriF,d in the above document and acknowledged to me that he executed th e s . r• N E F? /J y , 4 5,'v c-ou•eo0 4. BC D-c._ " v •0 0c 0 , / • 00•l• \ •