HomeMy Public PortalAboutTAG Independent Advisor Agreement 2011 02 22Page 1 of 2
CONSULTING AGREEMENT
CONSULTING 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
("Consultant").
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 Consultant to provide the following services:
Consultant shall participate as the “Independent Advisor” described and called out in the
Settlement Agreement entered into between City and the Payette Lakes Recreational Water
and Sewer District (District). Specifically Consultant shall participate in the Technical
Advisory Group (TAG) created by such agreement as set forth in Section 4 of that
agreement. A true copy of the Settlement Agreement is attached hereto as Exhibit 1 and by
this reference incorporated herein.
Section 2. Term. Consultant 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. Consultant’s services may be
terminated prior to such date as provided for in the Settlement Agreement.
Section 3. Compensation. For such services, the City shall compensate Consultant at the
rate of Seventy-Five Dollars ($75.00) per day, plus expenses. Mileage shall be reimbursed at the
approved IRS mileage reimbursement rate. All other expenses shall be reimbursed at 100% of
cost. Expenses shall be approved in advance as set forth in the Settlement Agreement.
Section 4. Relationship of the Parties; Indemnification. The parties intend that the
relationship between them created under this Agreement is that of an independent contractor
only. Consultant is not to be considered an agent or employee of City or the District for any
purpose; Consultant 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 Consultant shall be responsible for all state, federal, and local taxes,
including estimated taxes, and employment reporting for Consultant or any employees or agents
of Consultant
.
Section 5. Proprietary Rights.
A. Consultant agrees that all Work Product created solely or jointly by Consultant, his
employees, associates, or subcontractors, arising from work performed hereunder, or
previously conceived in anticipation of consulting work to be performed in regard to
City's engagement of Consultant, shall be deemed "work made for hire" and is the
property of the City.
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CONSULTING AGREEMENT
B. "Work Product" shall mean all documentation, manuals, teaching materials, creative
works, know-how, and information created on behalf of the City, in whole or in part, by
Consultant or by Engineers and all of its employees, associates, or subcontractors
assisting in creating the Work Product within the scope of this Agreement, whether or not
copyrightable or otherwise protectable.
Section 6. Confidentiality. Consultant shall maintain in confidence (A) the consulting
work carried out hereunder, (B) any work product or documents/programs conceived hereunder,
and (C) any business or technical information of City acquired by Consultant as a result of the
consulting work carried out pursuant to this Agreement, and he shall not, without the City's prior
authorization, directly or indirectly use, publish, or disclose to others any work product,
information, data, designs, results, or opinions resulting from the consulting 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 7. Records. Consultant shall keep full and accurate records including, but not
limited to, all hours spent on the services performed under this Agreement. Consultant shall turn
over to City copies of such documentation as required by the City.
Section 8. 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 ___ day of __________, 2011.
CITY OF McCALL
Valley County, Idaho
______________________________
Donald C. Bailey, Mayor
ATTEST:
_________________________
BessieJo Wagner, City Clerk
DATED this _____day of ___________, 2011.
______________________________
Gary Young, Consultant