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AGREEMENT FOR RESEARCH SERVICES THIS AGREEMENT, dated this z.L,Q· day of ::;{>,2k111be,- , 19_11:. by and between I the City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter, "City") and The Center for Business Development and Research, College of Business and Economics, University of Idaho, Moscow, Idaho (hereinafter, "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 conducting a study of the growth potential of the City, and that such consultant shall make a report and recommendations to the City Council; and WHEREAS, the City desires to engage the Consultant to perform such study and make such report and recommendations to the Council; and WHEREAS, in order to assure effective management of the above project, it is deemed to be in the best interests 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 1. EMPLOYMENT OF CONSULTANT The Cir; agrees to engage the Consultant, and the Consultant agrees to provide the services described in Exhibit "WHY IS MOSCOW GROWING? A RESEARCH PROPOSAL". ARTICLE2. 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 contract. It is understood by the parties hereto that the Consultant is an independent contractor and as such neither it nor its employees, if any, are employees of the City for purposes of tax, retirement system, or social security (FICA) withholding. AGREEMENT FOR CONSULTING SERVICES PAGE 1 94-67 ---PAGE BREAK--- ARTICLE3. CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between the City and the Consultant concerning the work consist of this Agreement, pages one through six ( and the following exhibit to this Agreement: 1. Exhibit A: "WHY IS MOSCOW GROWING? A RESEARCH PROPOSAL" There are no Contract Documents other than those listed in Article 3. This Agreement may only be amended by change order as provided in this Agreement. ARTICLE4. CONSULTANT'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 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) per claim, and ONE MILLION DOLLARS 1 ,000,000.00) aggregate. ARTICLES. LIAISON The City's designated liaison with the Consultant is Dale Pemula, City of Moscow Community Development Director, 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 6. DATE OF COMMENCEMENT AND DATE OF COMPLETION The Consultant shall begin work on the project on the date of commencement and shall complete the work prior to the Date of Completion. The work shall be completed within the time specified unless adjustment of the contract time is made in conformance with the Contract Documents. A. Date of Commencement B. Date of Completion: AGREEMENT FOR CONSULTING SERVICES PAGE2 ---PAGE BREAK--- ARTICLE?. SCOPE OF SERVICES The Consultant shall perform all services required by the Contract Documents. ARTICLE 8. 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 FIVE THOUSAND DOLLARS ($5,000.00), paid as follows: A. $2,500.00 to be paid upon completion of one-half of the Work; and B. $2,500.00 to be paid upon the date of completion as referenced in Article 6. Dale Pemula, City of Moscow Community Development Director, shall make the determination that the progress of the Work has been completed, thus entitling Consultant to payment as herein described. ARTICLE9. MODIFICATION AND ASSIGNABILITY 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. ARTICLE 10. TERMINATION OF AGREEMENT This Agreement may be terminated as follows: A. Termination for convenience. The City may terminate this Agreement in whole or in part for the convenience of the City when in the City's judgment continuation of the project is not in the best interest of the City and that further expenditure of funds will not produce the results contemplated by this Agreement. Then and in that event the Consultant shall be entitled to compensation for work actually performed up until the date of termination, and the City's liability shall be so limited. It shall be presumed by the parties that compensation for work performed until the date of termination shall be one two hundred and forty third (1124 3) of the contract price for each day from the date of commencement up to the date of termination. AGREEMENT FOR CONSULTING SERVICES PAGE 3 ---PAGE BREAK--- B. Termination for cause. 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 (utilizing the calculation referenced in Article 10 less the amount of damages suffered by the City by reason of the Consultant's failure to comply with this Agreement. ARTICLE 11. ADHERENCE TO LAW REQ UIRED All applicable local, state and federal statues 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 12. 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, which 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 the City. ARTICLE 13. REPORTS AND INFORMATION The Consultant shall maintain 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. ARTICLE 14. 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 Court of the Second Judicial District of the State ofldaho, in and for the County ofLatah. AGREEMENT FOR CONSULTING SERVICES PAGE4 ---PAGE BREAK--- . . ARTICLE 15. INDEMNIFICATION The Consultant waives any 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 indemnifY, 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 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. IN WITNESS WHEREOF, said Consultant and the City have caused this Agreement to be executed on the day and year first above written. Center for Business Development and Research, College of Business and Economics, University of Idaho by: ATTEST: AGREEMENT FOR CONSULTING SERVICES City: Elaine Russell, City Clerk ---PAGE BREAK--- ACKNOWLEDGMENT On this day of • 1994, before me, a Notary Public of the State of ldaho, pe>"Sonally appeared , in his/her official capacity as authorized agent of the Center for Business Development and Research, College of Business and Economics, University of Idaho, known to me t o be the person described in the above document and acknowledged to me that (s)he executed the same. j My Commission expires -.17 Poo ACKNOWLEDGMENT On this day of 1994, before me, a Notary Public of the State ofldaho, personally appeared , in his/her official capacity as authorized secretary of the Center for Business Development and Research, College of Business and Economics, University of Idaho, known to me to be the person described in the above document and acknowledged to me that (s)he executed the same. Notary Public residing at _ My Commission expires _ ACKNOWLEDGMENT On this efi.J:. day of d_,r.u& , 1994, before me, a Notary Public of the State of Idaho, personally appea\ktl Paul C. Agidius in his ffic1al capacity as Mayor of the Ctty of Moscow, known to me to be the person descnbed . fiblfi'mument and acknowledged to me he executed the same. 'v J' /J /J . $ • \A l O 0 1> Notary Public residing at ; £ • i ! My Commission expires &io¥/'sl -it • r. X • \ /1 'V : : " • V B \ N = tl'. < , , t O'f \ ACKNOWLEDGMENT , . On this day of Saph . 1994, before me, a Notary Public of the State of Idaho, personally appeared Elaine Russell in her official capacity as Moscow City Clerk, known to me to be the person described in the above document and acknowledged to me she executed the same. h.A kliJ1 . , - Cresidin G,"V\.ff My Commission expires s-/18; AGREEMENT FOR CONSULTING SERVICES PAGE6