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HomeMy Public PortalAbout2011.03.23 Gary Young Independent Advisor Agreement INDEPENDENT ADVISOR AGREEMENT This Agreement ("Agreement") is entered into this date by and between the City of McCall, Valley County, Idaho, a municipal corporation("City"), and Gary Young("Independent Advisor"). In consideration of the mutual promises of the parties and other good and valuable consideration,the parties hereby agree to the following: Section 1. Services. City engages the Independent Advisor to provide the following services: 1. Act as the Independent Advisor described and called out in the Settlement Agreement (Agreement) entered into between City and the Payette Lakes Recreational Water and Sewer District (District). A true copy of the Settlement Agreement is attached hereto as Exhibit 1 and by this reference incorporated herein. 2. Participate in the Technical Advisory Group (TAG) created by the Agreement as generally set forth in Section 4 of that Agreement. A. His specific responsibilities under section 4.b(1) of the agreement are limited to reviewing, evaluating and recommending to the TAG `Both the short-term and long-term manner in which the wastewater treatment, storage, and disposal requirements of the City and the District will be met". Preliminary alternative concepts and associated costs, if any, will be provided by qualified consulting engineers at no cost to the independent adviser. B. His specific responsibilities under section 4.b(2) of the agreement are limited to reviewing, evaluating and recommending to the TAG "The rate model used to determine charges to users of the Facility, including the district". Rate model alternative concepts and their associated cost impacts shall be provided by qualified consultants at no cost to the independent advisor. Section 2. Term. Independent Advisor shall provide such services for a period beginning the date of signature until approval of the final version of the TAG Plan, or December 31, 2011, whichever comes first, unless the term is extended in writing by the City. Independent Advisor's services may be terminated prior to such date as provided for in the Settlement Agreement. Section 3. Insurance. Independent Advisor shall obtain and maintain errors and omissions insurance with limits of liability not less than $500,000 per claim and $1,000,000 in aggregate until approval of the final version of the TAG Plan, or December 31, 2001, whichever comes first, unless the term is extended in writing by the City. The City of McCall will reimburse Independent Advisor for said insurance premiums not to exceed $5,000. Page 1 of 3 INDEPENDENT ADVISOR AGREEMENT Section 4. Compensation. For such services, the City shall compensate Independent Advisor at the rate of Seventy-Five Dollars ($75.00) per day, plus expenses. A one day charge shall be made for each 8 hours of independent research, review of documents or teleconference; or each trip to or from the McCall area or meeting in the McCall area. Mileage shall be reimbursed at the approved IRS mileage reimbursement rate. All other expenses shall be reimbursed at 100% of cost. The Independent Advisor shall submit a monthly invoice detailing the work done and expenses incurred during that month. Expenses shall be invoiced for each calendar month. Section 5. Relationship of the Parties; Indemnification. The parties intend that the relationship between them created under this Agreement is that of an independent contractor only. Independent Advisor is not to be considered an agent or employee of City or the District for any purpose; Independent Advisor shall have sole control over the manner and means of performing the services hereunder subject to the City's and District's acceptance which shall not be unreasonably withheld. The Independent Advisor shall be responsible for all state, federal, and local taxes, including estimated taxes, and employment reporting for Independent Advisor. Section 6. Proprietary Rights. A. Independent Advisor agrees that all Work Product created by him, arising from work performed hereunder in regard to City's engagement of Consultant, shall be deemed "work made for hire" and is the property of the City. B. "Work Product" shall mean all documentation, creative works, know-how, and information created on behalf of the City, in whole or in part, by him within the scope of this Agreement, whether or not copyrightable or otherwise protectable. Section 7. Confidentiality. Independent Advisor shall maintain in confidence (A) the work carried out hereunder, (B) any work product or documents/programs conceived hereunder, and(C) any business or technical information of City acquired by Independent Advisor as a result of the work carried out pursuant to this Agreement, and he shall not, without the City's prior authorization, directly or indirectly use, or disclose to others any work product, information, data, designs, results, or opinions resulting from the work carried out pursuant to this Agreement. These obligations of secrecy shall continue throughout the duration of this Agreement and thereafter to the extent that the work done hereunder is not disclosable under the Idaho Public Records Act. Notwithstanding the foregoing, the work product shall be available to the District for review. Section 8. Records. Independent Advisor shall keep full and accurate records including, but not limited to, all hours spent on the services performed under this Agreement. Independent Advisor shall turn over to City copies of such documentation as required by the City. at Page 2 of 3 INDEPENDENT ADVISOR AGREEMENT Section 9. Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. Dated this 3 day of )'/ate , 2011. otso mf CITY OF McCALL '��� cCwtt Valley County, Idaho IA. or . 9 IU x ,2 * Donald C. Bailey, Mayor ATTEST: 1,4o �,0 / 4y LL. t�!'��`� ,Ltutnpt`a • :I!� , � A,!�•, ill / BessieJo W. a•er,'City Clef DATED this /g-day of Ma rGh , 2011. /1/ .. / G Yo g, nde dent Advisor 6/ . I I I it 1 F Page 3 of 3 INDEPENDENT ADVISOR AGREEMENT