Full Text
AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT, dated this day of . 1996, by and between the City of Moscow, Idaho, a municipal corporati'on of the State of Idaho (hereinafter referred to as "City"), and Design West Architects, P.A., a professional corporation of the State of Idaho, 254 East Main Street, Pullman, Washington (hereinafter referred to as "Consultant"): WHEREAS, the City has determined it to be in the best interests of the citizens of the City of Moscow that a consultant be employed for the purposes of collecting and evaluating information to identifY pockets of the population living outside optimum response zones of current fire station facilities: and WHEREAS, it is deemed to be in the best interestÑ of the City to enter into an agreement with the Consultant as hereinafter provided: 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 CONSULT ANT The City agrees to engage the Consultant, and the Consultant agrees to the following: I . Consultant shall provide all services necessary to conduct a study for the City to identify concentrations of City population which arc located outside of the optimum response zones of the current City fire station facilities: and 2. Consultant shall identifY up to six ( 6) potential sites upon which additional fire station facilities may be constructed, which, should a fire station facility be constructed thereon, would alleviate the existing concerns regarding response times: and 3. Consultant shall test each identified site in accordance with the Idaho Survey and Rating Bureau criteria. ARTICLE II. INDEPENDENT CONTRACTOR The parties warrant by their signatures 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 AGREEMENT FOR CONSULTING SERVICES Page 1 96-22 ---PAGE BREAK--- 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. 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 liability insurance coverage (in an amount not less than $500,000 per occurrence, $1,000,000 aggregate) for its principals and employees for the services to be performed hereunder. ARTICLE IV. LIAISON The City's designated liaison with the Consultant is Phillip Gatlin, Fire Chief, 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 V. DATE OF COMMENCEMENT AND DATE OF COMPLETION 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. I. 2. Date of Commencement Date of Completion October L 1995 May I, 1996 ARTICLE VI. SCOPE OF SERVICES The Consultant shall perform all services required herein. ARTICLE VII. 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 Six Thousand Dollars ($6,000.00). Such sum shall be paid according to the following schedule: $3,000.00 on or before April J 6, 1996 $3,000.00 upon completion of Consultant's services hereunder and City's acceptance thereof. AGREEMENT FOR CONSULTING SERVICES Page2 ---PAGE BREAK--- ARTICLE VIII. ENTIRE AGREEMENT, 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. 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. ARTICLE IX. TERMINATION OF AGREEMENT This Agreement may be terminated as follows. If the City determines that the Consultant has failed to comply witb 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 arc 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 X. 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 the Consultant shall be deemed material and shall subject the Consultant to termination of this Agreement for cause. ARTICLE XI. 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. Such materials shall not be used by any party except the City. The Consultant warrants that they have all rights, title, and interest in said material sufficient to convey same to the City free of claims by others. All such AGREEMENT FOR CONSULTING SERVICES Page 3 ---PAGE BREAK--- 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 the City. ARTICLE XII. REPORTS AND INFORMATION The Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identif'y 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 XIII. CONSTRUCTION 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 Count of the Second Judicial District of the State of Idaho, in and for the County of Latah. ARTICLE XIV. INDEMNIFICATION The Consultant 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 the Consultant's performance of this Agreement except for liability arising out of the sole negligence of the City or its officers, agents or employees. Further, the Consultant shall indemnif'y, hold harmless, and defend the City 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 the City or its officers, agents or employees. ARTICLE XV. 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. AGREEMENT FOR CONSULTING SERVICES Page4 ---PAGE BREAK--- CONSULT ANT: DESIGNwEslr ARCHITECTS, P.A. CONSvL T Al')irS, INC. I I By: I tri l -1k er. Coles, President tl . j I I • • II v CITY: CITY OF MOSCOW By: Î Paul C. Agidius, Mayor ATTEST: ACKNOWLEDGMENT /I STATE OF .:Ldrf/lv ) ) ss COUNTYOF ) On this day 1996, before me a Notary Public in and for said State, personally ap cared James D. Coles, in his official capacity as President of Design West Architects, P.A., known to me to be the person described in the above document and acknowledged to me that he execut:004r Notary P licr , . residing My commission expires'-,L-""-rC-.Lr'-"' ACKNOWLEDGMENT STATE OF IDAHO ) ) ss COUNTYOFLATAH )