HomeMy Public PortalAbout2019.05.09 Cordes Consulting Services AgreementCONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is entered into as of May 9, 2019
(the "Effective Date") by and between the City of McCall, Idaho, a municipal corporation,
(the "City"), and Erik Cordes (the "Consultant," and together with the City, the "Parties").
RECITALS
WHEREAS, the City wishes to engage the Consultant as an independent contractor
for the purpose of providing the professional services set forth in Exhibit A attached hereto
and made a part hereof (the "Services") on the terms and conditions set forth below; and
WHEREAS, the Consultant wishes to provide the Services in accordance with the
terms of this Agreement; and
WHEREAS, each Party is duly authorized and capable of entering into this
Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises and benefits contained herein, the Parties hereby agree as follows:
1. RESPONSIBILITIES.
(a) Of the Contractor. The Consultant agrees to do each of the following:
A. Perform the Services set forth in Exhibit A attached hereto; provided,
however, that if a conflict exists between this Agreement and any term
in Exhibit A, the terms in this Agreement shall control.
B. Devote as much productive time, energy, and ability to the performance
of its duties hereunder as necessary to provide the required Services in
a timely and productive manner in order to complete the services by
September 30, 2019.
C. Perform the Services in a safe, good, and workmanlike manner using at
all times adequate equipment in good working order.
D. Communicate with the City regarding progress the Consultant has made
in performing the Services.
E. Provide services (including the Services) that are satisfactory and
acceptable to the City.
(b) Of the City. The City agrees to do each of the following:
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A. Engage the Consultant as an independent contractor to perform the
Services set forth in Exhibit A to this Agreement.
B. Provide relevant information to assist the Consultant with the
performance of the Services.
C. Satisfy all of the Consultant's reasonable requests for assistance in its
performance of the Services.
2. NATURE OF RELATIONSHIP.
(a) Independent Contractor Status. The Consultant agrees to perform the
Services hereunder solely as an independent contractor. The Parties agree
that nothing in this Agreement shall be construed as creating a joint venture,
partnership, franchise, agency, employer/employee, or similar relationship
between the Parties, or as authorizing either Party to act as the agent of the
other. The Consultant is and will remain an independent contractor in its
relationship to the City. The City shall not be responsible for withholding
taxes with respect to the Consultant's compensation hereunder. The
Consultant shall have no claim against the City hereunder or otherwise for
vacation pay, sick leave, retirement benefits, social security, worker's
compensation, health or disability benefits, unemployment insurance
benefits, or employee benefits of any kind. Nothing in this Agreement shall
create any obligation between either Party and a third party.
(b) Indemnification of City by Consultant. The City has entered into this
Agreement in reliance on information provided by the Consultant, including
the Consultant's express representation that it is an independent contractor
and in compliance with all applicable laws related to work as an
independent contractor. If any regulatory body or court of competent
jurisdiction finds that the Consultant is not an independent contractor and/or
is not in compliance with applicable laws related to work as an independent
contractor, based on the Consultant's own actions, the Consultant shall
assume full responsibility and liability for all taxes, assessments, and
penalties imposed against the Consultant and/or the City resulting from such
contrary interpretation, including but not limited to taxes, assessments, and
penalties that would have been deducted from the Consultant's earnings had
the Consultant been on the Consultant's payroll and employed as an
employee of the City.
3. CONFIDENTIAL INFORMATION.
The Consultant agrees, during the Term and thereafter, to hold in strictest confidence, and
not to use, except for the benefit of the City, or to disclose to any person, firm, or
corporation without the prior written authorization of the City, any Confidential
Information of the City. "Confidential Information" means any of the City's proprietary
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information, technical data, trade secrets, or know-how, including, but not limited to,
research, product plans, products, services, customer lists, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances, or other business
information disclosed to the Consultant by the City, either directly or indirectly. The
Consultant may use the Confidential Information to the extent necessary for negotiations,
discussions, and consultations with City personnel or authorized representatives or for any
other purpose the City may hereafter authorize in writing.
4. REPRESENTATIONS AND WARRANTIES.
(a) The Parties each represent and warrant as follows:
A. Each Party has full power, authority, and right to perform its obligations
under the Agreement.
B. This Agreement is a legal, valid, and binding obligation of each Party,
enforceable against it in accordance with its terms (except as may be
limited by bankruptcy, insolvency, moratorium, or similar laws
affecting creditors' rights generally and equitable remedies).
C. Entering into this Agreement will not violate the charter or bylaws of
either Party or any material contract to which that Party is also a party.
(b) The Consultant hereby represents and warrants as follows:
A. The Consultant has the sole right to control and direct the means, details,
manner, and method by which the Services required by this Agreement
will be performed.
B. The Consultant has the right to perform the Services required by this
Agreement at any place or location, and at such times as the Consultant
shall determine.
C. The Services shall be performed in accordance with standards
prevailing in the City's industry, and shall further be performed in
accordance with and shall not violate any applicable laws, rules, or
regulations, and the Consultant shall obtain all permits or permissions
required to comply with such standards, laws, rules, or regulations.
D. The Services required by this Agreement shall be performed by the
Consultant or the Consultant's staff, and the City shall not be required
to hire, supervise, or pay any assistants to help the Consultant perform
such Services.
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E. The Consultant is responsible for paying all ordinary and necessary
expenses of its staff.
F. The Consultant is responsible for providing insurance coverage for itself
and its staff Consultant shall provide proof of its insurance coverages,
including liability and worker's compensation insurance, to City prior
to beginning work.
(c) The City hereby represents and warrants as follows:
A. The City shall notify the Consultant of any changes to its procedures
affecting the Consultant's obligations under this Agreement at least 30
days prior to implementing such changes.
B. The City shall provide such other assistance to the Consultant as it
deems reasonable and appropriate.
5. COMPENSATION.
(a) Terms and Conditions. The City shall pay the Consultant in accordance with
the terms and conditions set forth in Exhibit A.
(b) Timing of Payment. Payment shall be made to the Consultant within forty-
five (45) days of the City's receipt of the Consultant's invoice (supported
by reasonable documentation) for all Services performed to the City's
satisfaction in accordance with Exhibit A.
(c)
No Payments in Certain Circumstances. Notwithstanding the foregoing, no
payment shall be payable to the Consultant under any of the following
circumstances:
A. if prohibited under applicable government law, regulation, or policy;
B. if the Consultant did not directly perform or complete all of the
Services described in Exhibit A;
C. if the Consultant did not perform the Services to the reasonable
satisfaction of the City; or
D. if the Services performed occurred after the expiration or
termination of the Term of this Agreement, unless otherwise agreed
in writing.
(d) No Other Compensation. The compensation set out above shall be the
Consultant's sole compensation under this Agreement.
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(e) Expenses. Any expenses incurred by the Consultant in the performance of
this Agreement shall be the Consultant's sole responsibility.
(f) Taxes. The Consultant is solely responsible for the payment of all income,
social security, employment -related, or other taxes incurred as a result of
the performance of the Services by the Consultant under this Agreement
and for all obligations, reports, and timely notifications relating to such
taxes. The City shall have no obligation to pay or withhold any sums for
such taxes.
6. WORK FOR HIRE.
The Consultant expressly acknowledges and agrees that any work prepared by the
Consultant under this Agreement shall be considered "work for hire" and the exclusive
property of the City unless otherwise specified. To the extent such work may not be deemed
a "work for hire" under applicable law, the Consultant hereby assigns to the City all of its
right, title, and interest in and to such work. The Consultant shall execute and deliver to
the City any instruments of transfer and take such other action that the City may reasonably
request, including, without limitation, executing and filing, at the City's expense, copyright
applications, assignments, and other documents required for the protection of the City's
rights to such materials.
7. NO CONFLICT OF INTEREST; OTHER ACTIVITIES.
The Consultant hereby warrants to the City that, to the best of its knowledge, it is not
currently obliged under an existing contract or other duty that conflicts with or is
inconsistent with this Agreement. During the Term (as defined below), the Consultant is
free to engage in other independent contracting activities; provided, however, the
Consultant shall not accept work, enter into contracts, or accept obligations inconsistent or
incompatible with the Consultant's obligations or the scope of Services to be rendered for
the City pursuant to this Agreement.
8. TERM.
This Agreement shall become effective as of the Effective Date and, unless otherwise
terminated in accordance with the provisions of Section 10 of this Agreement, will continue
until the Services have been satisfactorily completed and the Consultant has been paid in
full for such Services (the "Term").
9. TERMINATION.
This Agreement may be terminated:
(a) By either Party on provision of thirty (30) days written notice to the other
Party, with or without cause.
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(b) By either Party for a material breach of any provision of this Agreement by
the other Party, if the other Party's material breach is not cured within thirty
(30) days of receipt of written notice thereof
(c) By the City at any time and without prior notice, if the Consultant is
convicted of any crime or offense, fails or refuses to comply with the written
policies or reasonable directives of the City, or is guilty of serious
misconduct in connection with performance under this Agreement.
Following the termination of this Agreement for any reason, the City shall promptly pay
the Consultant according to the terms of Exhibit A for Services rendered before the
effective date of the termination subject to Section 5(c). The Consultant acknowledges and
agrees that no other compensation, of any nature or type, shall be payable hereunder
following the termination of this Agreement.
10. RETURN OF PROPERTY
Within thirty (30) days of the termination of this Agreement, whether by expiration or
otherwise, the Consultant agrees to return to the Company all Company products, samples,
models, or other property and all documents, retaining no copies or notes, relating to the
Company's business including, but not limited to, reports, abstracts, lists, correspondence,
information, computer files, computer disks, and all other materials and all copies of such
material obtained by the Consultant during and in connection with its representation of the
City. All files, records, documents, blueprints, specifications, information, letters, notes,
media lists, original artwork/creative, notebooks, and similar items relating to the City's
business, whether prepared by the Consultant or otherwise coming into its possession, shall
remain the City's exclusive property ; provided, however, that title and ownership in and
to the Consultant's work that does not constitute work product relating to the Services shall
remain and belong to and be vested in the Consultant.
11. USE OF TRADEMARKS.
The Consultant recognizes the City's right, title, and interest in and to all service marks,
trademarks, and trade names used by the City and agrees not to engage in any activities or
commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the
City's right, title, and interest therein, nor shall the Consultant cause diminishment of value
of said trademarks or trade names through any act or representation. The Consultant shall
not apply for, acquire, or claim any right, title, or interest in or to any such service marks,
trademarks, or trade names, or others that may be confusingly similar to any of them,
through advertising or otherwise. Effective as of the termination of this Agreement,
whether by expiration or otherwise, the Consultant shall cease to use all of the City's
trademarks, marks, and trade names.
12. MODIFICATION.
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No amendment, change, or modification of this Agreement shall be valid unless in writing
and signed by both Parties.
13. ASSIGNMENT.
The City may assign this Agreement freely, in whole or in part. The Consultant may not,
without the written consent of the City, assign, subcontract, or delegate its obligations
under this Agreement, except that the Consultant may transfer the right to receive any
amounts that may be payable to it for its Services under this Agreement, which transfer
will be effective only after receipt by the City of written notice of such assignment or
transfer.
14. SUCCESSORS AND ASSIGNS.
All references in this Agreement to the Parties shall be deemed to include, as applicable, a
reference to their respective successors and assigns. The provisions of this Agreement shall
be binding on and shall inure to the benefit of the successors and assigns of the Parties.
15. FORCE MAJEURE.
A Party shall be not be considered in breach of or in default under this Agreement on
account of, and shall not be liable to the other Party for, any delay or failure to perform its
obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war,
terrorism, or similar event beyond that Party's reasonable control (each a "Force Majeure
Event"); provided, however, if a Force Majeure Event occurs, the affected Party shall, as
soon as practicable:
(a) notify the other Party of the Force Majeure Event and its impact on
performance under this Agreement; and
(b) use reasonable efforts to resolve any issues resulting from the Force
Majeure Event and perform its obligations hereunder.
16. NO IMPLIED WAIVER.
The failure of either Party to insist on strict performance of any covenant or obligation
under this Agreement, regardless of the length of time for which such failure continues,
shall not be deemed a waiver of such Party's right to demand strict compliance in the future.
No consent or waiver, express or implied, to or of any breach or default in the performance
of any obligation under this Agreement shall constitute a consent or waiver to or of any
other breach or default in the performance of the same or any other obligation.
17. NOTICE.
Any notice or other communication provided for herein or given hereunder to a Party
hereto shall be in writing and shall be given in person, by overnight courier, or by mail
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(registered or certified mail, postage prepaid, return -receipt requested) to the respective
Parties as follows:
If to the City:
Economic Development Planner
City of McCall
216 East Park Street
McCall, Idaho 83638
If to the Consultant:
Erik Cordes
1841 C West Boise Ave.
Boise, ID 83706
18. GOVERNING LAW.
This Agreement shall be governed by the laws of the state of Idaho. In the event that
litigation results from or arises out of this Agreement or the performance thereof, the
Parties agree to reimburse the prevailing Party's reasonable attorneys' fees, court costs,
and all other expenses, whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing Party may be entitled.
19. COUNTERPARTS/ELECTRONIC SIGNATURES.
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument. For
purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall
have the same force and effect as an original signature.
20. SEVERABILITY.
Whenever possible, each provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule
in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other
provision or any other jurisdiction, but this Agreement will be reformed, construed, and
enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had
never been contained herein.
21. ENTIRE AGREEMENT.
This Agreement, constitutes the final, complete, and exclusive statement of the agreement
of the Parties with respect to the subject matter hereof, and supersedes any and all other
prior and contemporaneous agreements and understandings, both written and oral, between
the Parties.
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22. HEADINGS.
Headings used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
CITY
City of McCall, Idaho
4`'`iOF�A�e.,'i
G1
n
Ome:
essieJo
'`'';',jQAHO 4(00Aitle: City Clerk
CONSULTANT Erik Cordes
gner
`.� 1t)PXi-tyS
Erik Cordes
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By signing below, the Parties agree to comply with all of the requirements contained in
this Exhibit A.
Dated: AN l �j 20 % l
CITY City of McCall
.. 6 •b•
�i SEAL 1
* • �.e�
�1., O•..�,•N.•40Aame: BessieJo Wagner
'''';, L L, ID N. Title: City Clerk
��iinn► ►►►►`'
p .•••••..•t l Varyf :Jackie J.
: Mayor
CONSULTANT
Vitest: Q, l c l 1 /1
Erik Cordes
Sep nt `j p �t ��/ c
Erik Cordes 0`
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22. HEADINGS.
Headings used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
CITY City of McCall, Idaho
By:
Name: Jackie J. Aymon
Title: Mayor
Attest:
Name: BessieJo Wagner
Title: City Clerk
CONSULTANT Erik Cordes
Erik Cordes
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By signing below, the Parties agree to comply with all of the requirements contained in
this Exhibit A.
11
Dated: May 117, , 7-01T
CITY City of McCall
By:
Name: Jackie J. Aymon
Title: Mayor
Attest:
Name: BessieJo Wagner
Title: City Clerk
CONSULTANT Erik Cordes
Erik Cordes
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EXHIBIT A
Scope of Services
City of McCall Historic Properties Research
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EXHIBIT A
Scope of Services
City of McCall Historic Properties Research
McCall Historic Preservation Commission
The McCall Historic Preservation Commission (MHPC) is seeking an intern to create a
digital inventory of buildings and properties of historic significance in the city of
McCall. The resulting single repository of content will enable the MHPC and others to
promote McCall's history to residents and visitors, to advocate for renovation and
maintenance to owners and city officials, and to consider buildings for submission to
the National Register of Historic Places.
The intern will work with the MHPC and City of McCall resources to:
. Update/define criteria for the inclusion of buildings, properties, and districts of
`historic significance'
• Investigate and recommend a structure for a single digital repository for
inventory data to be stored
• Reconcile past inventories of historic properties including those on the National
Register of Historic Properties
• Use City of McCall, Valley County, Idaho State Historic Society and other public
information resources to update and add to existing inventory data
• Research and document new buildings and properties identified beginning with
those of most historic significance
• Identify methods to incentivize private property owners to identify properties
. Develop a promotions/communications plan to inform City of McCall officials
and residents on where to find the inventory, and how to access and augment it
. Assist in building out and optimizing the user experience of our phone -based
app and website for touring McCall's historic properties
• Document potential future mechanisms for the MHPC to maintain, augment, and
promote the inventory of historic properties
The timeframe for completion of this work is during Boise State University's summer
semester. The City of McCall will compensate the intern not -to -exceed $2000
representing approximately 135 hours of work.
For additional information, please contact:
Walt Sledzieski
Chair, McCall Historic Preservation Commission
waltsledz(@gmail.com
208.315.4906
Project Milestones/Deliverables
City of McCall Historic Properties Research
McCall Historic Preservation Commission
Milestone 1 - $600
. Investigate and recommend a structure for a single digital repository for
inventory data to be stored
. Reconcile past inventories of historic properties including those on the National
Register of Historic Properties
Deliverables:
1. Database structure, including software platform, fully defined, documented,
and approved by City of McCall GIS Analyst and Commission.
2. All previous inventory content integrated into one interim digital structure
(Excel) for upload to final database structure.
Milestone 2 - $600
. Update/define criteria for the inclusion of buildings, properties, and districts of
`historic significance'
. Use City of McCall, Valley County, Idaho State Historic Society and other public
information resources to update and add to existing inventory data
Deliverables:
1. Criteria for inclusion specifications written and delivered to Commission for
comment.
2. List of potential properties and districts identified per new inclusion
specifications.
Milestone 3 - $450
. Research and document new buildings and properties identified beginning with
those of most historic significance.
. Develop a promotions/communications plan to inform City of McCall officials
and residents on where to find the inventory, and how to access and augment it.
Deliverables:
1. Database content collected and input to new database structure or interim
Excel structure.
2. Draft promotions/communications plan completed and delivered to
Commission for comment.
Milestone 4 - $350
. Document potential future mechanisms for the MHPC to maintain, augment, and
promote the inventory of historic properties
. Identify methods to incentivize private property owners to identify properties
. Assist in building out and optimizing the user experience of our phone -based
app and website for touring McCall's historic properties
Deliverables:
1. Collection procedures and recommendations document written and delivered to
Commission for comment.
2. Owner incentives document written and delivered to Commission for comment.
3. Assessment and recommendations document for app written and delivered to
Commission for comment.