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HomeMy Public PortalAboutResolution 05-01 Mountain House Vendor AgrRESOLUTION NO. 05-01 A RESOLUTION OF THE CITY OF McCALL, IDAHO, AUTHORIZING AND APPROVING A NON-EXCLUSIVE VENDOR AGREEMENT WITH MOUNTAIN HOUSE, INC.; AUTHORIZING THE MAYOR TO EXECUTE SUCH AGREEMENT ON BEHALF OF THE CITY; PROVIDING FOR RELATED MATTERS; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of McCall has the power to enter into contracts as provided in Section 50-301, Idaho Code; and WHEREAS, the City of McCall desires to enter into a Non-Exclusive Vendor Agreement with Mountain House, Inc. for the production and sale of prints archived in the City of McCall Public Library. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF McCALL, Valley County, Idaho, as follows: Section 1: That the Agreement with Mountain House, Inc., for the production and sale of prints produced from selected images located in the McCall Public Library archives substantially in the form of the Agreement attached hereto as Exhibit "A" is hereby approved. Said Exhibit "A" attached hereto is hereby incorporated herein by reference. Section 2: That the Mayor and City Clerk are hereby authorized to execute the Agreement on behalf of the City. Section 3: Ten percent (10%) of the wholesale price of each print sold under said Agreement shall be donated to the McCall Public Library as further described in the Agreement. Section 4: This Resolution shall take effect and be in force from and after its passage and approval. DATED this 7),~ ~k day of January, 2005. CITY OF MCCALL Valley County, Idaho Kirk Eimers, Mayor ATTEST: Dan Irwin, City Clerk RESOLUTION 05-01 EXItlBIT "A" CITY OF McCALL & McCALL PUBLIC LIBRARY NON-EXCLUSIVE VENDOR AGREEMENT This Agreement ("Agreement") is made and entered into this day of January, 2005, by and between the City of McCall, Idaho ("City"), 216 East Park Street, McCall, Idaho and Mountain House, Inc., an Idaho corporation ("Vendor"), 402 South Third Street McCall, Idaho 83638. In consideration of the mutual promises of the parties and other good and valuable consideration, the parties hereby agree: SECTION 1: SERVICES AND COMPENSATION The City of McCall engages Vendor to provide the following service: Produce an unlimited number of prints of images selected by Vendor from the McCall Public Library archives and provide these prints to retailers of the Vendor's choice for sale to the public. Selected images must be approved for publication by the City of McCall Library Director prior to production. Prints will be sold by Vendor for a retail or wholesale price determined by Vendor, with ten percent (10%) of the wholesale price being donated to the McCall Public Library from the sale of each print. Donations shall be made to the McCall Public Library on a quarterly basis, being the first day of January, April, July and October. ° Provide said prints at wholesale price to the City of McCall and the McCall Public Library for sale to the public. The ten percent (10%) donation shall not be applicable for prints sold to the City of McCall, or any of its agencies. SECTION 2: TERM Vendor shall provide such services until terminated by either party upon 15 days notice in writing. Termination by either party may be with or without cause. Upon termination, Vendor shall have a production limit of five thousand (5,000) prints to provide to retailers for sale to the public and remain liable for provisions specified in this Agreement until all prints are sold. SECTION 3: CONDITIONS Each print must be properly credited. The following basic credit line shall contain: McCall Public Library, photograph number, and the photographer's name (if known). The credit line shall appear on the same facing surface as the image. ° In authorizing the publication or use of an image, the City of McCall and the McCall Public Library do not surrender their own right to publish the image, or to grant permission to others to do so. ° The McCall Public Library does not control or claim to control the copyright for photographs and other pictorial material in its collections. Vendor assumes all responsibility for questions and issues of copyright that may arise in copying and using any image. The McCall Public Library will provide any reasonably available information about particular images to the Vendor. RESOLUTION 05-01 EXHIBIT "A" SECTION 4: RELATIONSHIP TO THE PARTIES The parties intend the relationship between them created under this Agreement is that of an independent contractor only. Vendor is not to be considered the agent or employee of the City for these purposes; the manner and means of performing the services are subject to Vendor's sole control subject to reasonable acceptance by the City. Vendor shall be responsible for all state, federal, and local taxes, including estimated taxes and employment reporting for Vendor or any employees or agent of the Vendor. SECTION 5: RECORDS Vendor shall keep full and accurate records of all print sales and provide such records to the City on a quarterly basis, being the first day of January, April, July and October. SECTION 6: SAVINGS CLAUSE If any provision of the Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of the Agreement, or application of such provision to person or circumstance other than those as to which it is held invalid, shall not be affected thereby. CITY OF McCALL [SEAL] Kirk Eimers, Mayor Date ATTEST: Dan Irwin, City Clerk City of McCall MOUNTAIN HOUSE, INC. Ken Jacobsen, President Date