HomeMy Public PortalAbout2020.06.18 Diane Kushlan Code Update Professional Services Agreement 12.21.18PROFESSIONAL SERVICES AGREEMENT
PLANNING SERVICES
PROFESSIONAL SERVICES AGREEMENT
This agreement is entered into on the date listed below between the City of McCall, Idaho
hereinafter referred to as "CITY "whose address is 216 East Park Street, McCall, McCall ID, 83638,
whose telephone number is (208) 634-5229; and Diane T. Kushlan, Kushlan 1 Associates,
hereinafter referred to as "CONSULTANT", whose office is Post Office Box 8463, Boise, ID 83707,
whose business phone number is (208) 433-9352.
Section 1. Consultant Services
The Scope of Work and projected level of work required is as identified on Attachment A to this
agreement.
Section 2. Schedule
CONSULTANT shall be in a position to offer services from January 1, 2019 and shall continue to a
time acceptable to the CITY. However, the performance of any Services shall not continue past
June 30, 2020 unless an extension of time is approved by the City. A schedule of the work is
Attachment A of this agreement.
Section 3. Compensation.
For its Services, the CITY agrees to pay "CONSULTANT" $90/hour and a sum not to exceed
$24,624.00, as detailed on Attachment A. Additional work beyond the Scope of Work detailed in
Attachment A will be subject to agreement of the parties.
Section 4. Method of Payment; Periodic Payments.
A. CONSULTANT shall invoice the CITY no more than once per month.
B. All invoices shall be paid by mailing a CITY warrant within sixty (60) days of receipt of a
proper invoice.
C. "CONSULTANT" shall keep time and expense records, other cost records and accounts
pertaining to this agreement, available for inspection by CITY representatives for three (3)
years after final payment. Copies shall be made available on request.
D. If the services rendered do not meet the requirements of the agreement, CONSULTANT
will correct or modify the work to comply with the agreement. The CITY may withhold
payment for such work until the work meets the requirements of the agreement.
KUSHLAN AGREEMENT
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Section 5. Discrimination and Compliance with Laws
A. In performing the Services required herein, CONSULTANT agrees not to discriminate
against any person in the performance of this agreement because of race, color, religion,
sex, national origin, age or non -job -related handicap, or because of prior military service
or current military status, and shall comply with all applicable federal and state laws and
regulations of governmental agencies relating to civil and human rights.
B. CONSULTANT shall comply with all federal, state and local laws and ordinances applicable
to the work to be done under this contract.
C. Violation of this section 5. shall be a material breach of this agreement and grounds for
cancellation, termination, or suspension of the agreement by the CITY, in whole or in part,
and may result in ineligibility for further work for the CITY.
Section 6. Term and Termination of Agreement
A. This agreement shall be effective upon signing and shall remain in effect until terminated
in accordance with paragraph B. of this section.
B. This agreement may be terminated by either party without cause upon thirty (30) days
written notice, in which event all finished or unfinished documents, reports, or other
material or work of CONSULTANT pursuant to this agreement shall be submitted to the
CITY, and CONSULTANT shall be entitled to just and equitable compensation at the. rate
set forth in Section 3. for any satisfactory work completed prior to the date of termination.
Section 7. Ownership of Work Product
All data, materials, reports, memoranda, and other documents developed under this agreement
whether finished or not shall become the property of the CITY, shall be forwarded to the CITY
at its request and may be used by the CITY as it sees fit.
Section 8. General Administration and Management
The City Community and Economic Director shall be the CITY's representative and shall oversee
and approve all services to be performed, coordinate all communications and review and approve
all invoices, under this agreement.
Section 9. Hold Harmless
A. CONSULTANT shall protect, defend, indemnify and save harmless the CITY, its officers,
employees and agents from any and all costs, claims, judgments, or awards of damages,
arising out of or in any way resulting from the negligent acts or omissions of CONSULTANT,
its officers, employees and agents in performing this agreement.
B. CITY shall protect, defend, indemnify and save harmless CONSULTANT, its officers,
employees and agents from any and all costs, claims, judgments or awards of damages,
KUSHLAN AGREEMENT
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arising out of or in any way resulting from the negligent acts or omissions of the CITY, its
officers, employees and agents in performing this agreement.
Section 10. Independent Consultant
In all matters pertaining to this Agreement, CONSULTANT shall be acting as an independent
CONSULTANT, and will not be deemed an employee or agent of the CITY.
Section 11. Subletting or Assigning Contract
Neither the CITY nor CONSULTANT shall assign, transfer, or encumber any Rights, duties, or interests
accruing from this agreement without the express prior consent of
The other.
Section 12. Extent of Agreement/Modification
This agreement represents the entire and integrated agreement between the parties hereto and
supersedes all prior negotiations, representations, or agreements either written or oral. This
agreement may be amended; modified; or added to only by written instrument properly signed
by both parties hereto.
IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Agreement as of
Zl D, 2018.
KUSHLAN I ASSOCIATES
KUSHLAN AGREEMENT
CITY OF McCall
AMENDMENT TO
CONSULTANT AGREEMENT FOR PROFESSIONAL SERVICES
This AMENDMENT is made and entered into this 18 day of June , 2020, by and between THE
CITY OF McCALL (City) and Kushlan | Associates (Consultant).
Recitals
WHEREAS, on or about the 18th day of December 2018, the City and Consultant executed a
Consultant Agreement for Professional Services (Agreement) for the MCCALL AREA CODE
UPDATE (Project); and
WHEREAS, the agreement terminates on June 30, 2020; and
WHEREAS, the City and Consultant have agreed to amend and modify the Agreement to extend
the contract until June 30, 2021.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by City and Consultant, the parties do hereby agree that Section 2 of the
Consultant Agreement for Professional Services for the MCCALL AREA CODE UPDATE
(Project), dated December 18, 2018, is hereby AMENDED to extend the date through which
Consultant may provide services to December 31, 2021.
IN WITNESS WHEREOF, Owner and Consultant have executed this Amendment as of the date
first above written.
FOR CITY: FOR CONSULTANT:
________________________________ _____________________________
Robert S. Giles, Mayor Diane T. Kushlan, FAICP, Principal
ATTEST:
________________________________
BessieJo Wagner, City Clerk
DocuSign Envelope ID: F83EF250-6937-418B-808E-79D82AAA4A0D