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AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT, dated this 19th day of January, 1999, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter referred to as "City"), and Shahab and Hilary Mesbah, dba Meteor Labs (hereinafter referred to as "Consultant"): WHEREAS, 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 information technology consulting; and WHEREAS, Consultant has shown it has the skill, experience, and resources to provide professional information technology consulting services commensurate to City's need; and WHEREAS, City desires to engage Consultant to perform such services; and WHEREAS, it is deemed to be in the best interests of City to enter into an Agreement with Consultant as hereinafter provided; NOW, THEREFORE, City and Consultant, in consideration of the mutual covenants and stipulations set out herein, do hereby agree as follows: ARTICLE I. EMPLOYMENT OF CONSULTANT The City agrees to engage Consultant, and Consultant agrees to provide the following services to the City: A. Year 2000 (Y2K) Readiness Consultant will assist City staff in the following activities, assuming a lead role where directed: l. facilitate awareness of the Y2K problem; 2. inventory for all potential Y2K compliance problems; 3. prioritize City's risk from instances of non-compliance; 4. test and validate compliance; 5. develop and direct execution of a plan for the disposition of all identified areas of non-compliance in City systems including; but not limited to; software, firmware, hardware, and embedded systems; 6. develop a contingency plan for critical potential failures. B. Maintenance, Oversight and Development AGREEMENT FOR CONSULTING SERVICES Page I ---PAGE BREAK--- Under direction of the City, through a City designated liaison, Consultant will oversee, develop, and provide repair and maintenance in data management, computer and telecom munication services for all City departments. Consultant will also provide training m computer applications where requested, and will coordinate training for City personnel. C. Plan for Technology Implementation Consultant will assist the City's Information Technologies (IT) Team as requested in developing a plan for implementation of information technologies, including but not limited to software site licensing, appropriate resource allocation, and Local Area Network (LAN) and Wide Area Network (WAN) development. D. Other duties relating to IT systems may include review and assessment of prospective resource acquisition. ARTICLE II. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between Consultant and City by the terms of this Agreement. It is understood by the parties hereto that Consultant is an independent contractor and as such neither it nor its employees, if any, is an employee of City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE III. CONSULTANT'S INSURANCE 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). ARTICLE IV. LIAISON City's designated liaison with the Consultant is Gib Myers, Assistant City Supervisor/City Clerk, or such other person designated by City. All communications between the parties, unless otherwise authorized in writing, shall be through City's designated liaison. ARTICLE V. TERM OF CONTRACT Consultant shall begin work on the Project on January 22, 1999, and shall continue until midnight September 30, 1999. This Agreement may be extended by mutual agreement of the parties for one additional term beginning October 1, 1999 and ending at midnight September 30, 2000. AGREEMENT FOR CONS!JLTING SERVICES Page 2 ---PAGE BREAK--- ARTICLE VI. SCOPE OF SERVICES Consultant shall perform all services required herein. This Agreement and the scope of services may be amended only by change order. ARTICLE VII. COMPENSATION For services rendered by Consultant in satisfactory prosecution of the requirements of this Agreement, City shall pay Consultant a sum not to exceed THIRTY-SIX THOUSAND DOLLARS ($36,000.00), payable in eight equal installments of FOUR THOUSAND FIVE HUNDRED DOLLARS ($4,500.00). The first installment shall be due on March 1, 1999. The remaining installments shall be due on the first of each month thereafter. Payment of each installment is contingent upon consultant's report to City of all work performed under this Agreement during the time period for which payment is sought. For purposes of determining compensation and installments under this Agreement, the parties agree that Consultant will perform services herein equivalent to forty (40) hours each week during the first term of this Agreement at the rate of twenty-five dollars ($25.00) per hour. All services by Consultant during the first term of this Agreement shall be performed at the rate of twenty-five dollars ($25.00) per hour for the full fourteen hundred (1,400) hours contemplated by this Agreement, for a total compensation of thirty-six thousand dollars ($36,000), before Consultant may be authorized by City to receive compensation in any greater amount. Should Consultant perform services during the first term of this Agreement equivalent to fourteen hundred (1,400) hours at the rate of twenty-five dollars ($25.00) per hour, additional consulting services may be authorized by City as needed. Any such additional services shall be compensated at the rate of thirty-five dollars ($35.00) per hour. If Consultant has not performed services up to the amount of fourteen hundred (1,400) hours prior to the expiration of the first term of this Agreement at midnight September 30, 1999, Consultant will continue to provide services at the request of the City without additional cost until the full fourteen hundred (1,400) hours of service have been provided by Consultant. ARTICLE XIII. 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. 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 City. Any subcontractor or assignee properly authorized shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. AGREEMENT FOR CONSULTING SERVICES Page 3 ---PAGE BREAK--- ARTICLE IX. TERMINATION OF AGREEMENT This Agreement may be terminated as follows. If City determines that Consultant has failed to comply with the terms and conditions of the Agreement, City may terminate this Agreement in whole or in part at any time before the date of completion. If Consultant fails to comply with any of the terms and conditions of this Agreement, City may give notice, in writing, to 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, City may, with no further notice, declare this Agreement to be terminated. 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 City by reason of 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 Consultant shall be deemed material and shall subject Consultant to termination of this Agreement for cause. This Agreement may be terminated by either party upon sixty (60) days prior written notice. ARTICLE XI. REPORTS AND INFORMATION Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement (including the reports of work performed for each installment period required by Article VII herein) and such other records as may be deemed necessary by 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 XII. 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 XIII. INDEMNIFICATION Consultant waives any and all claims and recourse against 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 Consultant's performance of this Agreement except for liability arising out of the sole negligence of City or its officers, agents or employees. Further, Consultant AGREEMENT FOR CONSULTING SERVICES Page4 ---PAGE BREAK--- shall indemnify, hold harmless, and defend City against any and all claims, demands, damages, costs, expenses or liability arising out of Consultant's performance of this Agreement except for liability arising out of the sole negligence of City or its officers, agents or employees. ARTICLE IX. 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 City have caused this Agreement to be executed on the day and year first above written. CONSULTANT: CITY: METEOR LABS CITY OF MOSCOW AGREEMENT FOR CONSULTING SERVICES Page 5 ---PAGE BREAK--- STATE OF IDAHO ) ) ss COUNTY OF LATAH) ACKNOWLEDGMENT On this 22nd day of January 1999, before me a Notary Public in and for said State, personally appeared Shahab Mesbah dba Meteor Labs, and as its duly authorized agent known to me to be the person described in the above document and acknowledged to me that (s)he j