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PROFESSIONAL CONSULTING AGREEMENT This Professional Consulting Agreement (hereinafter "Agreement") is entered into by and between the NEWCITIES FOUNDATION, INC. ("NewCities"), a nonstock, nonprofit corporation located at 101 East Vine Street, Suite 600, Lexington, Kentucky 40507, and the CITY OF Moscow ("hereinafter CITY"), a municipal corporation located in the State of Idaho. WHEREAS, the elected officials of CITY believe that cultivating civic leadership is an indispensable overall goal in order to successfully improve the quality of life and the economic climate of CITY; and WHEREAS, NewCities has developed a comprehensive strategy which will assist CITY to cultivate leadership and civic involvement and to promote improved CITY functions. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, NewCities and CITY agree and contract as follows: SECTION 1. SERVICES TO BE PROVIDED BY NEW CITIES NewCities agrees to provide the following services to CITY under the terms of this Agreement: Coordinate a civic engagement project by providing CITY with technical resources, leadership assistance, and a perspective to achieve the goals developed for CITY during a "kick -off" community meeting and community charrette to be held in the Fall of 2005. Conduct one and one-half (1/2) day work sessions in CITY, including one "kick-off" community event in September 2005, a community goal-setting and visioning charrette in October of 2005, a "Reality Check" meeting in February of 2006, and a "Concluding Event" in April of 2006. The specific dates for each month's meeting will be arranged between the NewCities staff and officials of CITY. These work sessions will be performed with committees comprised of community citizens. Prepare in advance of each meeting a work list of necessary actions and resources in order to facilitate that month's work. Prepare a summary of each meeting for distribution to committee members, CITY officials and citizens. Create appropriate promotional materials to ensure attendance at each month's community meeting. Provide staff to speak to community groups and leaders about the NewCities Project. PROfESSIONAL CO:-..!SULTNG AGREEMENT& AND C!TY PAGE I OF 5 2005-42 ---PAGE BREAK--- Provide on-going technical resources throughout the term of the project. Provide, no later than June 30, 2006, a final report of the activity of the project, including all goals and recommendations. SECTION 2. RESPONSIBILITIES OF THE CITY CITY agrees to do the following: A. Provide any unique background material necessary for the success of the project. B. Arrange meetings with appropriate community leaders/groups in advance of the "kick-off" event. C. Market the meetings to ensure that the meetings are well-attended. D. Assign a project leader who will be responsible for coordinating the project throughout the community, including making arrangements for the community events in September and October of 2005, and February and April of 2006. E. Assume all expenses related to the conduct of the project, including printing, advertisements, notices, meeting space fees, food and refreshments, and incidental expenses. SECTION 3. COMPENSATION In return for the services to be provided by NewCities, CITY agrees to pay NewCities the sum of Twenty Thousand Dollars ($20,000) to be paid in twelve (12) equal installments of One Thousand Six Hundred Sixty Six Dollars and Sixty Seven Cents ($1,666.67). The installments shall be paid no later than the lOth day of each month beginning in July of 2005. This amount shall reimburse NewCities for all travel, travel-related expenses, staff time, communications expense and in-house printing of materials. As set forth in Section 2E of this Agreement, all other expenses of the projects shall be the responsibility of CITY. SECTION 4. EFFECTIVE DATE AND TERM The effective date of this Agreement shall be July 1, 2005. This Agreement shall remain in effect from the effective date through June 30, 2006, unless cancelled in accordance with Section 4 of this Agreement. SECTION 5. CAc"'CELLATION Either party to this Agreement may terminate it at any time for any reason upon thirty (30) days written notice to the other party. In the event this Agreement is terminated under this provision. CITY shall compensate NewCities for all work actually performed up to the effective date of PROFESSIONAL CONSULTING AGREEMENTh NEwCrl'JES AND CJTY PAGE20F5 ---PAGE BREAK--- termination. Work perfonned for less than a full month shall be paid on a pro-rata basis, i.e., the amount of the installment shall be divided by thirty (30) and multiplied by the number of days in the month prior to termination. SECTION 6. OWNERSHIP OF MATERIALS All records, reports, studies and information that may be developed and maintained by NewCities or CITY as a result of its performance under this Agreement, shall be co-owned by NewCities and CITY. The parties hereto shall, upon request, or upon termination of this Agreement, deliver copies of any and all such materials to the other party at the address provided in Section 12 of this Agreement. Each party to this Agreement hereby assigns to the other party all of its rights and interest throughout the world in the records, reports, studies and infonnation created pursuant to this agreement, including the copyrights and any copyright registrations thereon, together with the right to prepare derivative works, secure renewals, reissues, and extensions of such copyrights, which interests and rights shall be held to the full end of the terms for which such copyrights or any renewals or extensions thereof are or may be granted. SECTION 7. ASSIGNMENT OF RIGHTS AND OBLIGATIONS No party to this Agreement shall assign any of its rights and obligations hereunder, unless the other party shall have given its prior written consent. SECTION 8. INlJEMNIFICATION Each of the parties hereto agrees to defend and indemnify the other party, and its officers, directors, shareholders, employees, agents and affiliates, subsidiaries, successors and assigns, from any and all damages, liabilities, costs and expenses, including reasonable attorneys fees, arising from or alleged to have arisen from the service provided under the tenus this Agreement, or from any breach or default in performance of any provision of this Agreement, or from any act or omission of the parties, or from any injury or damage whatsoever caused by the parties. Each parties obligation to defend and indemnify the other party shall be conditioned upon prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; (ii) complete control of the defense and settlement thereof by the indemnifying party; and (iii) such reasonable cooperation by the indemnified party in the defense as the indemnifying party shall request. SECTION 9. RELATIONSHIP OF THE PARTIES The relationship of each of the parties hereto to the other is that of independent contractor. No agency, partnership, joint venture, or employment relationship is created as a result of this PROf·ESSJONAL CONSULTING AGREEMEiT- :\EWC!T!ES AND CITY PAGE30F5 ---PAGE BREAK--- Agreement and neither NewCities nor NewCities's agents shall have any authority of any kind to bind CITY, nor shall CITY or CITY's agents have any authority of any kind to bind NewCities. SECTION 10. USE OF COMPANY NAME OR MARKS Neither party to this Agreement shall have the right or license to use the name, logos, trademarks, trade names or other similar identifying material of the other party in any promotional materials or otherwise in connection with the performance of this Agreement, or otherwise, except to the extent such right or license is specifically granted in writing. SECTION 11. ENTIRE AGREEMENT This Agreement sets forth the entire understanding of the parties regarding the transactions contemplated hereby, and merges and supersedes all prior discussions, agreements, promises, representations, warranties and arrangements of whatever kind between the parties as to the subject matter of this Agreement, and neither party shall be bound by any condition, warranty or representation relating to such subject matter other than as expressly provided for in this Agreement. SECTION 12. AMENDMENT No amendment or waiver of any provision of this Agreement shall be effective unless the same is in writing and signed by both parties. SECTION 13. NOTICES Any notice required to be given hereunder shall be hand-delivered or sent by first-class mail, postage prepaid, as follows: If to NewCities: 101 East Vine Street, Suite 600, Lexington, Kentucky, 40507. If to CITY: Attention Mayor's Office, City of Moscow, P 0 Box 9203, Idaho, 83483. SECTION 14. GOVERNING LAW This Agreement shall be construed in accordance with the laws of the State of Idaho, and the rights, obligations, and remedies of the parties hereto shall be determined in accordance with such laws. PROH:SSIONAL CONSULTING AGREEMENTj NEWC!TIES AND CiTY PAGE40F5 ---PAGE BREAK--- SECTION 15. SEVERABILITY In the event any provision of this Agreement is held invalid or unenforceable by any court or other tribunal of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. ACCEPTED AND APPROVED: NEWCIJ:JES FOUNDATION, INC. CITY OF MOSCOW, IDAHO ATTEST: Date PROHOSS!ONAL AGREEMENTk AND CITY PAGE 5 OF 5