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AGREEMENT FOR GEOGRAPHIC INFORMATION SYSTEMS P ROFESSIONAL SERVICES BETWEEN GEOGRAPHIC MAPPING CONSULTANTS INCORPORATED AND CITY OF MOSCOW, IDAHO This Agreement for Geographic Information System (hereinafter referred to as "GIS") consulting serViCeS, made and entered into this day Of a /U 2" , 2005, by and between the Geographic Mapping Consultants Inc. (hereinafter refe ed to as "GMCI"), and City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"). W I T N E S S E T H : WHEREAS, CITY wishes to secure the services of GMCI to assist in GIS data creation and the planning and implementation of a CITY -wide GIS system to enhance the efficiency of all City operations; and WHEREAS, CITY has determined that GMCI has a high level of qualifications and experience in planning, developing, and implementing GIS systems across the State of Idaho. NOW, THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I: SCOPE OF WORK (hereinafter "Project") I. Assist and advise CITY GIS Committee with planning and development of an urban data model for the purpose of building a CITY-wide GIS. 2. Evaluate and coordinate the acquisition, installation and utilization of Latah County property record and 0\Vnership parcel data sets and parcel map. 3. Advise the GIS Committee in areas of implementation costs and scheduling. 4. Evaluate the GIS needs of emergency services and make recommendations for data sharing among affected agencies. 5. Make on-site evaluations of CITY departments and the compatibility of hardware, software and existing data sets with proposed GIS implementation. 6. General support to the CITY in areas of GIS development as may be requested by the GIS Committee. SECTION II: A. Independent Contractor The contracting parties warranty by their signature that no employer/employee relationship is established between GMCI and CITY by the terms of this Agreement. It is understood by the parties hereto that GMCI is an independent contractor and as such, neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. AGREEMENT FOR TREE INVENTORY-· GMCI AND CITY PAGE) OF5 2005-20 ---PAGE BREAK--- B. Fees and Conditions I. Payment for services is provided in accordance with the cost described m the following Section II.B.2. 2. The cost for consulting services for Project as described in Section I, Scope of Work, is an amount not to exceed fee of five thousand dollars ($5,000), with payment based upon an hourly rate of fifty dollars ($50) per hour, which shall include all fixed fees (profit), overhead, and direct costs. 3. Bills submitted to CITY by GMCI shall list person performing work and description of work performed. Bills shall be submitted on a basis to CITY's authorized representative for approval and payment. 4. Payment shall be due upon receipt ofGMCI's statement(s). SECTION III: A. Termination of Agreement This Agreement may be terminated by GMCI upon thirty (30) days prior written notice, should CITY fail to substantially perform in accordance with its terms, through no of GMCI. CITY may terminate this Agreement with thirty (30) days prior written notice without cause and without further liability to GMCI, except as designated in this Section. In the event of termination, GMCI shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee calculated by the work completed. B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record CITY shall make available to GMCI all GIS and other electronic data (hereinafter "City Data") of record in CITY's possession or control necessary to support the work of this Project. The City Data may be used only by GMCI for its internal use in the conduct of the services requested by CITY for Project. Upon the termination and/or completion of Project and/or this Agreement, the right of use of the City Data by GMCI shall cease and City Data shall be immediately returned to CITY. All electronic data created by GMCI at the request or direction of CITY and for the purpose of Project (hereinafter "Project Data") shall be the sole property of CITY and shall AGRF.E.,\tfENT FOR TREE INVENTORY"f GMCJ AND CJTY PAGE20F5 ---PAGE BREAK--- be delivered immediately to CITY upon request in a suitable and editable GIS industry standard foiTIJat. GMCI shall not retain the right to sell, use, or otherwise distribute City Data or Project Data to any other party or entity. D. TeiTilination of Project If any portion of Project covered by this Agreement shall be suspended, abated, abandoned or teiTilinated, CITY shall pay GMCI for the services rendered to the date of such suspended, abated, abandoned or teiTilinated work. Such payment is to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties regarding the percentage of the work completed. E. Indemnification GMCI agrees, to the fullest extent permitted by law, to indemnifY and hold haiTIJiess CITY against damages, liabilities and costs arising from the negligent or intentional acts of GMCI in the performance of professional services under this Agreement, to the extent that GMCI is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between GMCI and CITY. GMCI shall not be obligated to indemnify CITY for CITY's sole negligence. F. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the teiTils 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 GMCI each bind themselves, their partners, successors, assigns and legal representatives to the other parties to this A&'feement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. I. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning Project, and no statements, promises, or inducements made by either party, or agents of either party, are AGREEMENT FoR TREE INVENTORY,_ GMC! AND ClTY PAGE30F5 ---PAGE BREAK--- valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. GMCI 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. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. J. CITY'S Representatives CITY designates Dave Klatt or designee as the authorized representative to act in behalf of CITY. Such CITY authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner in order to avoid unreasonable delays. K. Conflict oflnterest GMCI expressly covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in Project which would conflict in any manner or degree with the performance of services hereunder. GMCI further covenants that, in performing this Agreement, it will employ no person who has any such interest. L. Non-discrimination. GMCI shall not discriminate against any employee or applicant for employment on the baüis of race, color, religion, creed, political ideals, sex, sexual orientation, sexual practices, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONSULTANT CITY GeO!,'I'aphic Mapping Consultants, Inc. City of Moscow, Idaho . . l ATTEST: AGREEMENT FOR TREE INVENTORY-- GMCJ AND C!TY PAGE4oF5 ---PAGE BREAK--- STATE OF Yab COUNTY OF ta ACKNOWLEDGMENT ) ) ss. ) On this day of U.or1 ( , 2005, before me, a Notary Public in and for said State, appeared Duane lltiest, PLS, known to me to be the person named above and acknowledged that he executed the foregoing docýnt as the duly authorized representative for Geographic Mapping Consultants. · ) Agreement\f'SA-GMCI,City pm AGREEMENT FOR TREE INVENTORY- GMCI AND C!TY PAGE50F5