Independent Contractor - 2016 - Economic Development Plan - Provide ED Chapter For Comp Plan - 8/9/2016PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF EAGLE, IDAHO
AND
STUDIO CASCADE, INC.
THIS AGREEMENT made and entered into on the date indicated herein, by and between
THE CITY OF EAGLE, an Idaho municipal corporation ("hereinafter referred to as "CITY"),
and STUDIO CASCADE, INC, a Washington corporation (hereinafter referred to as "STUDIO
CASCADE, INC"). Collectively the City and STUDIO CASCADE, INC shall be referred to as
"the Parties".
RECITALS
WHEREAS, the CITY is a municipal corporation duly organized and existing under the
laws of the State of Idaho; and
WHEREAS, pursuant to Idaho Code §50-301 et seq., the CITY is empowered to contract
and be contracted with; and
WHEREAS, the CITY desires to amend the City's comprehensive plan, specifically the
ECONOMIC DEVELOPMENT Chapter; and,
WHEREAS, the CITY recognizes STUDIO CASCADE, INC as having the necessary
qualifications, experience and capabilities to draft and adopt an updated and relevant Economic
Development Chapter for inclusion in the City's Comprehensive Plan.
NOW, THEREFORE, for the consideration recited herein below, the CITY and STUDIO
CASCADE, INC enter into this Agreement according to the following terms and conditions:
Appointment of Contractor. STUDIO CASCADE, INC, 429 E. Sprague
Avenue Spokane, WA 99202 shall be the appointed contractor for the
ECONOMIC DEVELOPMENT CHAPTER for the CITY subject to the terms of
this Agreement.
2. The Scope of Work. STUDIO CASCADE, INC shall provide services as
follows:
Scope as outlined in "Exhibit C"
3. Contract Documents: The Contract Documents consist of this Agreement and
the City's request for proposal (RFP) (attached hereto as Exhibit "A"), the
Response to Request for Qualifications proposal from STUDIO CASCADE, INC,
dated JUNE 24, 2016, (attached hereto as Exhibit `B") and updated and revised
on JULY 28, 2016, (attached hereto as Exhibit "C") and other documents referred
to in this Agreement, and in any modifications and/or change orders issued after
execution of this Agreement supersedes prior negotiations, representations or
agreements, either written or oral. If anything in the other Contract Documents is
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inconsistent with this Agreement, the specific provisions of this Agreement shall
govern.
4. Subcontractors, Suppliers and Professionals. There is ONE (1) subcontractors
identified for this contract. In the event STUDIO CASCADE, INC contracts with
or employs any subcontractors or suppliers during the term of this Agreement,
STUDIO CASCADE, INC shall immediately give notice of such additional
subcontractors and suppliers to the City.
. Commencement and Completion. The commencement date of contract shall be
AUGUST 10, 2016 ("Commencement Date"). STUDIO CASCADE, INC shall
achieve substantial completion of the Project not later than FEBRUARY 28,
2017.
6. Changes in the Work. Changes in the Project which are within the general
scope of the Agreement may be accomplished by a Change Order without
invalidating this Agreement. A Change Order is a written instrument issued after
the execution of this Agreement signed by the City and STUDIO CASCADE,
INC stating their agreement upon the change in the Project and, if necessary, an
adjustment to the Contract Sum and the completion date. Any adjustment to the
Contract Sum or the completion date required by the Change Order shall be
expressly set forth in the Change Order and, if no such adjustment is expressly set
forth in the Change Order, there shall be no implied agreement for changing the
Contract Sum or the completion date.
7. Compensation of STUDIO CASCADE, INC. The Compensation of STUDIO
CASCADE, INC shall be based upon the proposal submitted by STUDIO
CASCADE, INC dated JUNE 24, 2016 (attached hereto as Exhibit `B"), and
updated and revised on JULY 28, 2016, (attached hereto as Exhibit "C"), for a
total contract price of $29,978.
8. Independent Contractor. The City and STUDIO CASCADE, INC hereby agree
that STUDIO CASCADE, INC shall perform the services exclusively as an
independent contractor and not as employee or agent of the City. The Parties do
not intend to create through this Agreement any partnership, corporation,
employer/employee relationship, joint venture or other business entity or
relationship other than that of independent contractor. STUDIO CASCADE,
INC, its managers, members, directors, officers, shareholders, agents and
employees shall not receive nor be entitled to any employment-related benefits
from the City including without limitation, workers compensation insurance,
unemployment insurance, health insurance, retirement benefits or any benefit that
the City offers to its employees. STUDIO CASCADE, INC shall be solely
responsible for the payment of all payroll and withholding taxes for amounts paid
to STUDIO CASCADE, INC under this Agreement and for STUDIO
CASCADE'S payments for work performed in performance of this Agreement by
STUDIO CASCADE, INC managers, members, directors, officers, shareholders,
SERVICE AGREEMENT BETWEEN THE CITY OF EAGLE, IDAHO AND STUDIO CASCADE, INC - 2
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agents and employees; and STUDIO CASCADE, INC hereby releases, holds
harmless and agrees to indemnify the City from and against any and all claims or
penalties, including without limitation the 100% penalty, which in any manner
relate to or arise from any failure to pay such payroll or withholding taxes.
9. Indemnification. STUDIO CASCADE, INC agrees to indemnify and hold the
City harmless from and against all claims, suits, damages (including without
limitation, damages to persons and property including deaths), costs, losses, and
expenses, in any manner related to or arising from the negligent acts or omissions
of STUDIO CASCADE, INC, its managers, members, directors, officers,
shareholders, agents and employees.
10. Copyright, Ownership and Use of Materials. STUDIO CASCADE, INC hereby
assigns to the City all right, title, and interest, including, but not limited to,
copyright and all copyright rights, in all materials created by STUDIO CASCADE,
INC in its performance under this Agreement and/or delivered to the City
hereunder and shall execute any documents necessary to effectuate such
assignment, with the exception that STUDIO CASCADE, INC hereby grants to the
City an irrevocable, fully -paid up, royalty -free license to use any document
provided to the City including without limitation any document known as a
"detail." STUDIO CASCADE, INC warrants that it has the lawful right to grant the
forgoing license to the City. In the event STUDIO CASCADE, INC uses any
individual who is not a full-time employee of STUDIO CASCADE, INC or entity
to perform any work required of it pursuant to this Agreement, STUDIO
CASCADE, INC shall require said individual or entity to sign an agreement
containing identical wording as the foregoing with the exception that word
"STUDIO CASCADE, INC" is to be replaced with the individual's or entity's
name. Materials constitute all written and other tangible expressions, including,
but not limited to, drawings, documents, reports, surveys, renderings, exhibits,
models, prints, photographs, etc. All materials furnished by STUDIO CASCADE,
INC hereunder shall be and shall remain the property of the City. In the event of
Agreement termination by either party for any reason, as provided under this
Agreement, the City will have the right to receive, and STUDIO CASCADE, INC
shall promptly provide to the City, all drawings, documents, reports, surveys,
renderings, exhibits, models, prints, photographs, etc., and other materials prepared
by the STUDIO CASCADE, INC for the services under this Agreement. In the
event of termination, and any dispute regarding the amount to be paid under this
Agreement notwithstanding, the City retains the right to receive and use any such
documents or materials. The foregoing provisions shall survive the term and
termination of this Agreement.
11. Legal and Regulatory Compliance. STUDIO CASCADE, INC shall perform
all services and prepare documents in compliance with the applicable
requirements of laws, codes, rules, regulations, ordinances, and standards.
12. Insurance. STUDIO CASCADE, INC shall maintain professional liability
SERVICE AGREEMENT BETWEEN THE CITY OF EAGLE, IDAHO AND STUDIO CASCADE, INC - 3
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insurance in the amount of $1,000,000.00 and workers compensation insurance
from an insurance carrier licensed to do business in the State of Idaho, and furnish
proof of said insurance to the City prior to performing any of the services or being
entitled to any pay therefore.
13. Compliance with Laws/Public Records. STUDIO CASCADE, INC, its
managers, members, directors, officers, shareholders, agents and employees shall
comply with all federal, state and local laws, rules and ordinances. This
Agreement does not relieve STUDIO CASCADE, INC of any obligation or
responsibility imposed upon STUDIO CASCADE, INC by law. Without
limitation, STUDIO CASCADE, INC hereby acknowledges that all writings and
documents, including without limitation email, containing information relating to
the conduct or administration of the public's business prepared by STUDIO
CASCADE, INC for City regardless of physical form or characteristics may be
public records pursuant to Idaho Code Section 9-337 et seq. STUDIO
CASCADE, INC further acknowledges that, subject to certain limitations, the
public may examine and take a copy of all such public writings and records.
Accordingly, STUDIO CASCADE, INC shall maintain such writings and records
in such a manner that they may be readily identified, retrieved and made available
for such inspection and copying.
14. Notice. All notices, requests, demands or other communication required or
provided for under this Agreement, other than instructions given by the City
pursuant to Paragraph 2 herein shall be in writing. Notices to the City and
STUDIO CASCADE, INC shall be addressed as follows:
City of Eagle
660 E. Civic Lane
Eagle, ID 83616
Telephone: (208)939-6813
STUDIO CASCADE, INC
429 E. Sprague Avenue
Spokane, WA 99202
Telephone: (509) 835-3770
15. Non -Assignment. STUDIO CASCADE, INC hereby acknowledges that the City
has agreed to enter this Agreement based in part on STUDIO CASCADE, INC
unique skills and reputation for professional work. Accordingly, STUDIO
CASCADE, INC may not assign or transfer in any manner this Agreement or any
of STUDIO CASCADE, INC right, title or interest in or to this Agreement
without the prior written consent of the City which may be withheld for any
reason.
16. Amendments. This Agreement may only be changed, modified, or amended in
writing executed by all parties.
17. Headings. The headings in the Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define, or
limit the scope, extent, or intent of this Agreement or any provision hereof.
SERVICE AGREEMENT BETWEEN THE CITY OF EAGLE, IDAHO AND STUDIO CASCADE, INC - 4
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18. Attorney Fees and Costs. In the event that either party hereto is required to
retain the services of an attorney to enforce any of its rights hereunder, the non -
prevailing party shall pay to the prevailing party all reasonable costs and attorney
fees incurred in such enforcement, whether or not litigation is commenced and
including reasonable costs and attorney fees on appeal.
19. No Presumption. No presumption shall exist in favor of or against any party to
this Agreement as the result of the drafting and preparation of the document.
20. Governing Law. This Agreement shall be governed by the laws and decisions of
the State of Idaho.
21. Entire Agreement. This Agreement contains the entire Agreement between the
parties respecting the matters herein set forth and supersedes all prior Agreements
between the parties hereto respecting such matter.
22. Execution and Fax Copies and Signatures. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
23. Authority. The parties executing this Agreement warrant, state, acknowledge,
and affirm that they have the authority to sign the same and to bind themselves to
the terms contained herein.
WITNESS WHEREOF, the Parties execute this Agreement as of this day of
2016.
CITY OF EAGLE
Ada County, Idaho
BY:
Stan Ridgeway
ITS: Mayor
ATTEST:
STUDIO CASCADE, INC
BY:
William Grimes
ITS: Principal
�® m
hai K. Bergmann,
Eagle City Clerk/Treasurer
r
[ S E A L
SERVICE AGREEMENT BETWEEN THE CITY OF EAGLE, IDAHO AND STUDIO CASCADE, INC - 5
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18. Attorney Fees and Costs. In the event that either party hereto is required to
retain the services of an attorney to enforce any of its rights hereunder, the non -
prevailing party shall pay to the prevailing party all reasonable costs and attorney
fees incurred in such enforcement, whether or not litigation is commenced and
including reasonable costs and attorney fees on appeal.
19. No Presumption. No presumption shall exist in favor of or against any party to
this Agreement as the result of the drafting and preparation of the document.
20. Governing Law. This Agreement shall be governed by the laws and decisions of
the State of Idaho.
21. Entire Agreement. This Agreement contains the entire Agreement between the
parties respecting the matters herein set forth and supersedes all prior Agreements
between the parties hereto respecting such matter.
22. Execution and Fax Copies and Signatures. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
23. Authority. The parties executing this Agreement warrant, state, acknowledge,
and affirm that they have the authority to sign the same and to bind themselves to
the terms contained herein.
WITNESS WHEREOF, the Parties execute this Agreement as of this !._,A— day of
, 2016.
CITY OF EAGLE
Ada County, Idaho
BY:
Stan Ridgeway
ITS: Mayor
ATTEST:
STUDIO CASCADE, INC
®®®HBe uuej�BO
haron K. Bergmann, paP <<n
• G y�
Eagle City Clerk/Treasurer
[SEAL]
••,OF
SERVICE AGREEMENT BETWEEN THE CITY OF EAGLE, IDAHO AND STUDIO CASCADE, INC. 5
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