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HomeMy Public PortalAbout2017.03.22 Markley LLC Independent contractor agreementD INDEPENDENT CONTRACTOR AGREEMENT NAfl 2 2 2011 MAR 2 2 2017 THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreemen is en er in as of the date set forth on the signature page below (the "Effective Date") between MARKLEY, LLC, an Idaho limited liability company ("Markley") and the individual or entity whose name is set forth on the signature line below ("Owner"). RECITALS This Agreement describes the general terms and conditions under which Markley will provide services to Owner. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. Services. Markley agrees to perform professional services described on Exhibit A attached hereto (the "Services"). Markley and Owner agree that the Services shall be rendered as described on Exhibit A and/or on a per project basis with such Services to be described in work orders either orally or substantially in the same form as Exhibit B (the "Work Orders"). Each Work Order shall be incorporated by reference, so as to be fully set forth, into this Agreement. In addition, from time -to -time, based on Owner's preferences or program requirements, Owner may provide documented oral or written authorization to Markley to proceed with Services for Owner prior to finalizing a Work Order or otherwise agreeing to the terms of a Work Order. In such case, except as otherwise agreed in writing, such Services shall be subject to the terms of this Agreement. Markley shall determine the method, details and means of performing the Services, and Owner shall cooperate with Markley by providing and information relevant to the Services required by Markley to perform the Services hereunder. Only the Library Director, or documented Board of Trustee action, may authorize Markley as contemplated in this section. 2. Compensation. As consideration for the provision of the Services by Markley, Owner shall pay to Markley the compensation set forth in Exhibit A, subject to any changes or alternate provisions governed by any Work Order. Markley may, at its option, submit either monthly invoices for the previous month's work or invoice Owner at the completion of all Services provided hereunder. Payment shall be due and payable in full or on before the date on which such payment is due pursuant to any relevant Work Order, and in no event later than the 30th day immediately following the date of Markley's invoice. If any payment remains unpaid for more than 30 days past its due date, a service charge of 2% shall be added each month to the unpaid balance. 3. Term and Termination. 3,1 Term. Unless otherwise terminated as specified elsewhere in this X=�a�-Agreement, the Term of this Agreement will commence on the Effective Date and will continue until the first to occur of: (i) termination of the Agreement by Markley or Owner in accordance with Section 3.2 or 3.3 below; or (ii) completion of the Services and payment in full by Owner. 3.2 Termination of Services for Anv Reason. This Agreement may be terminated by either party upon at least fifteen (15) days written notice to the other specifying the effective date of termination. 3.3 Termination for Breach. Either party may cancel or terminate this Agreement without liability, by giving written notice of breach or default if the other: (i) becomes insolvent, unable to pay debts when due, or the subject of bankruptcy proceedings not terminated within thirty (30) days of any filing, or makes a general assignment for the benefit of creditors, or if a receiver is appointed for substantially all of its property; or (ii) breaches or defaults on its obligations under this Agreement and fails to cure the breach or default within ten (10) days after receipt of written notice. 3.4 Effect of Termination. Upon termination of this Agreement for any reason, Markley shall discontinue all Services. In addition, Owner shall pay Markley the following compensation upon termination: a. If all Services were complete at the time of termination: If all Services were complete at the time of termination, Owner shall pay Markley in full for all Services and costs as set forth in this Agreement. b. If Markley terminates pursuant to Section 3.2 above for any reason or if Markley terminates pursuant to Section 3.3 on account of Markley's breach: Owner shall pay for only those Services which were completed through the date of termination and costs incurred by Markley through the date of termination as indicated on a fmal invoice provided by Markley. c. If Owner terminates pursuant to Section 3.2 above for any reason or if Markley terminates pursuant to Section 3.3 on account of Owner's breach: Owner shall pay for only those Services which were completed through the date of termination as indicated on a fmal invoice provided by Markley, plus Owner shall also pay for any out-of- pocket expenses and costs incurred by Markley as a result of such termination, except those amounts that were already invoiced and paid by Owner. 4. Ownership of the Documents. All products, digital or paper, created as a result of this agreement shall become the property of Owner for their use. If requested, Markley will provide this information in an appropriate format using industry standards. 5. Independent Contractor Status. Markley enters into this Agreement as, and shall continue to be, an independent contractor of Owner. Markley, under no circumstances, shall be or become an employee, partner, or principal of Owner while this Agreement is in effect. INDEPENDENT CONTRACTOR AGREEMENT - 2 Markley shall not be entitled to the rights or benefits afforded to an Owner employee, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, vacation benefits or any other employment benefits. Markley further understands and agrees that Markley is responsible for providing, at Markley's own expense, training, permits, and licenses for Markley and Markley's employees, agents, representatives and/or subcontractors. Nothing in this Agreement will be construed or implied to create a relationship of partners, affiliates, joint employers, or joint ventures. 6. Warranties and Limitation on Damages. Markley represents and warrants that all Services will be provided in a professional manner. Except as stated in the foregoing sentence, however, no express or implied warranty is made by Markley with respect to the Services. Markley expressly disclaims any such warranties, and Markley does not guarantee that Owner will secure any particular level of funding or any .particular commitments from any third parties in relation to or as a result of the Services. 7. Taxes. Each party shall be independently responsible for paying when due all income taxes, including estimated taxes, incurred as a result of compensation for the Services, due and owing by the appropriate party. In addition, Owner shall be solely responsible to assess and pay, if applicable, any sales and use taxes associated with the Services. 8. Tools, Materials and Equipment. Except as set forth in any relevant Work Order, Markley will supply all tools, materials, and equipment required to perform the Services. 9. Workers' Compensation. Markley shall provide workers' compensation insurance for Markley's employees and agents in amounts required by applicable laws. 10. Governing Law and Attorney Fees. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho, without regard to conflicts of laws provisions. Unless otherwise mutually agreed upon by the parties, the sole jurisdiction and venue for actions related to the subject matter of this Agreement shall be the Idaho state and U.S. federal courts having jurisdiction in Valley County, Idaho. Each Party agrees and consents to the jurisdiction of such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and reasonable attorney's fees. 11. Waiver. No failure or delay on the part of any party in exercising any right hereunder, irrespective of the length of time for which such failure or delay shall continue, will operate as a waiver of, or impair, any such right. No single or partial exercise of any right hereunder shall preclude any other or further exercise thereof or the exercise of any other right. No waiver of any right hereunder will be effective unless given in a signed writing. 12. Further Assurances. Each party to this Agreement will, at the request of the other party and without charge (provided that the cost to the providing party is reasonable under the circumstances), execute and deliver all such further instruments and documents as may be reasonably requested to further confirm, carry out and otherwise accomplish the intent and purpose of this Agreement. INDEPENDENT CONTRACTOR AGREEMENT - 3 13. Severabilitv. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the 'parties, it shall be stricken, and the remainder of this Agreement shall remain in full force and effect. 14. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement shall be effective unless in writing signed by the parties. 15. Headings. The section headings are intended for reference only and do not affect the meaning or interpretation of this Agreement. 16. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This Agreement may be executed and delivered via facsimile or other electronic means. 17. Amendments and Modifications. This Agreement may be amended and/or modified only through mutual written agreement between the parties. 18. No Waiver. No waiver of any breach or failure of any condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or failure of any condition, whether of like or different nature, unless expressly set forth in a signed writing by the waiving Party. 19. Agreement is Entire Contract. This Agreement constitutes the entire contract between the parties to this Agreement with regard to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties, whether oral or written and express or implied. Signature page follows. INDEPENDENT CONTRACTOR AGREEMENT - 4 Date. IN WITNESS WHEREOF the parties have entered into this Agreement as of the Effective Effective Date: March 31, 2017 MARICLEY: MARKLEY, LLC, an Idaho limited liability company Signature: By: Mgrt & C "?-)2 tKA ` ) Vkar^kk i Its: L_Ou1/4) hU— OWNER: BOARD OF TRUSTEES FOR THE LIBRARY OF THE CITY OF MCCALL Signature: If Owner is an entity, please complete the following: By: dacki Rub i n 6 oG.✓d I ,(5-tees Its: Chair INDEPENDENT CONTRACTOR AGREEMENT - 5 EXHIBIT A DESCRIPTION OF SERVICES Campaign Phase Timeline/Fee Total Campaign Development and Committee Support - Campaign readiness study (2-3 on -site visits per month, 2-3 days each + remote support) - Steering committee development and training - Work with staff and board to outline prospective donors and community stakeholders, and draft case for support. - Conduct mini -readiness study, interviewing prospects and stakeholders, jumpstarting a normally years -long donor cultivation process: identifying additional prospects and steering committee members, refining case for support, delineating Library's strengths and weaknesses, and the philanthropic climate for the campaign. From this information, counsel will project what could reasonably be raised, who might populate a steering committee, and additional prospect names. Months i — 3 $5,000/mo. $1.5,000 Requires about .25 fell, admin and some exec staff support. - Conduct comprehensive training and one-on-one fundraising coaching, oversee the refinement/development, screening and prioritizing of prospective donors. Guidance for and cooperation with the Library's local Fundraising Coordinator. Committee Support, Lead Donor Outreach - Requires monthly on -site (2 days each) and remote support for lead donor campaign - Work with staff and board leadership to revise campaign messaging and goals, if necessary, and recruit campaign steering committee from board and community. - Work with steering committee to develop campaign, including assembling project and organization documentation, outlining prospect and donor administration systems, developing messaging, the case for support, and other collateral material. From here, Months 4 — g $2,000/mo. $12,000 about .25 KM admin & .25 rTE exec staff time is required. - Work with steering committee and staff to launch leadership campaign. Provide support, including donor outreach coaching, at regular meetings and on demand. Guidance and cooperation with Library's local Fundraising Coordinator. Committee Support, Lead Donor Outreach, Public Campaign Months io —14 As invoiced launch $no/hour - On -site visits as needed (Not to exceed - Provide support for development of public outreach $2000 phase of the campaign, including celebration and media unless outreach. expressly - Oversee the transition of campaign management approved processes to staff. by Board) Support for Library's local Fundraising Coordinator, as needed. EXHIBIT B WORK ORDER TO INDEPENDENT CONTRACTOR AGREEMENT THIS WORK ORDER is entered into as of the date set forth below pursuant to the Independent Contractor Agreement ("Agreement") between MARICLEY, LLC, an Idaho limited liability company ("Markley") and the individual or entity whose name is set forth on the signature line below ("Owner"). Except as expressly modified herein, the terms of the Agreement shall apply to this Work Order, and this Work Order is expressly incorporated into the Agreement. Description of Services for Particular Project: See Exhibit A Description of Services Compensation: Markley shall submit an invoice to the Board of Trustees for the Library of the City of McCall on the first of every month beginning April, 2017, in installments as listed, with a report detailing the work accomplished corresponding with the tasks outlined above. In addition: Fees do not include expenses such as mailing or printing, which will be invoiced on a monthly basis as they are incurred Scope assumes regular on -site visits as listed and as approved by the client. Expenses will be assessed and included on the monthly invoice as follows: Travel time —rate of $55/hour; mileage - $.55/mile; per diem - $35/day; lodging - $95/night or provided by library at no cost. [Signature page follows.] IN WITNESS WHEREOF the parties have entered into this Work Order as of the following date. Date: �J 12.t , 20ri MARICLEY: MARKLEY, LLC, an Idaho limited liability company Signature: By: tilart� Its: oy,1N-e,r---- OWNER: `ffb244/1" lAQrklel BOARD OF TRUSTEES FOR THE LIBRARY OF THE CITY OF MCCALL Signature: If Owner is an entity, please complete the following: , BY: J Q CJG i�i u �i�r` C--ei4 ( ✓ Its: Chair 1 3611593_3.DOC