Independent Contractor - 2010 - Web Page Maintenance / Graphic Design - 9/28/2010
CONTRACT FOR SERVICES
THIS AGREEMENT, made this ~~-IIr day of September 2010 by and between
by the City of Eagle, Idaho a municipal corporation (hereinafter "City"), and Ms. Devri
Roubidoux, 4317 E. Palm Street, Meridian, Idaho, an independent contractor, (hereinafter
"Ms. Roubidoux").
WHEREAS, The City Eagle, a municipal corporation duly organized and existing under
the general municipal laws of the State of Idaho, desires to retain the services of Ms.
Roubidoux to do web page maintenance and updates for the City's websites,
cityofeagle.org and eaglearts.org, as well as perform graphic design on an as needed
basis. Ms. Roubidoux was previously employed by the City of Eagle to perform web
page maintenance and updates and graphic design.
WHEREAS, Ms. Roubidoux desires to act as an independent contractor to the City of
Eagle for the purpose of providing the following services:
1. ) Web page maintenance and updates for cityofeagle.org and eaglearts.org.
2.) Graphic Design on an as needed basis for individual City projects; the cost to
be determined on an individual project basis prior to any work being
performed.
NOW THEREFORE, for and in consideration of the mutual promises contained herein,
the Parties agree as follows:
1.) ReportiDli! and Duties. Ms. Roubidoux shall report directly to the City
Clerk's Office who shall oversee all aspects of her duties. Duties shall include, but are
not limited to, those described in this Agreement.
2.) Express Authorization Required. Ms. Roubidoux shall not undertake
any other duties without the express authorization of the City Council and/or the City
Clerk.
3.) Fees for Web pae:e Maintenance. The fee payable by the City Eagle,
Idaho, to Ms. Devri Roubidoux for web page maintenance and updates shall be at a rate
of $40.00 per hour, not to exceed a total sum of$5,000.00 for FY 10111, unless otherwise
approved in writing in advance by the City Council and/or the City Clerk.
4.) Fees for Graphic Desie:n. The fee payable by the City Eagle, Idaho, to
Ms. Devri Roubidoux for graphic design shall be determined by the individual project; a
written proposal shall be submitted to the City of Eagle for prior approval by the City
Clerk and/or Department Heads. .
5.) Accountine: and Documentation. Ms. Roubidoux shall submit
an itemized billing statement each month to the City of Eagle for payment approval by
the City Council at the regularly scheduled monthly Council meeting. Regular Council
meetings shaH be held the 2nd and 4th Tuesdays of the month.
6.) Independent Contractor. Ms. Roubidoux is an independent contractor
of the City of Eagle and in no way is an employee or agent of the City of Eagle and is not
entitled to workers compensation or any benefit of employment with the City of Eagle.
CONTRACT FOR SERVICES - Page 1 of 4
The City of Eagle shall have no control over the performance of this Agreement by Ms.
Devri Roubidoux; however, the City retains the right to control the overall objectives
regarding the duties and/or work to be performed by Ms. Roubidoux as described in this
Agreement and its Recitals. The City shall have no responsibility for security or
protection of Ms. Roubidoux's supplies or equipment.
7.) Term. The term of this contract shall begin on October 1, 2010, and end
on September 30, 2010. Upon completion of the one year term of this Agreement the
contract may be renewed for an additional year by Ms. Roubidoux giving written notice
of the renewal at least thirty (30) days before the termination of this Agreement. Any
renewal shall be subject to the City Council's decision to make an appropriation in the
budget for such services. Upon renewal, all of the terms of this Contract shall remain in
effect unless amended in writing by both Parties. If the Contract is terminated by either
party prior to the termination date above, the terminating party must provide thirty (30)
days written notice to the other party prior to termination.
8.) Appropriation of Funds. This Agreement is contingent upon the City
receiving the necessary funding to cover its financial obligations. In the event that such
funding is not received or appropriated, then, and in that event, the City's obligations under
this Agreement shall cease and each party shall bl~ released from further performance under
the Agreement without any liability to the other party.
9.) Indemnification. Ms. Roubidoux agrees to indemnify and hold the City of
Eagle harmless from any claims arising out of any injury, disability, or death of Devri or
any of Devri's employees, volunteers or in any way connected with Devri's performance
of the work described in this Agreement and its Recitals.
10.) Compliance with Laws. Ms. Roubidoux agrees to comply with all local,
state and federal laws when performing under this Agreement.
11.) Attornev Fees. Reasonable attorney fees shall be awarded to the prevailing
party in every action to enforce this Agreement or to declare forfeiture or termination of
this Agreement. The venue for any dispute shall be the 4th Judicial District for the State of
Idaho.
12.) Taxes. Ms. Roubidoux is responsible for payment of any and all local, state,
or federal taxes, including estimated taxes and employment reporting requirements
imposed by local, state, or federal laws. Ms. Roubidoux shall be responsible for
providing worker's compensation insurance as may be required under Idaho Law.
13.) Liability Insurance. Ms. Roubidoux shaH maintain throughout the term
of this Agreement, liability insurance in which City shall be a named insured in the minimum
amount as specified in the Idaho Tort Claims Act. The limits of insurance shall not be
deemed a limitation of the covenants to indemnilty and save and hold harmless City; and
if City becomes liable for an amount in excess of the insurance limits, herein provided,
Ms. Roubidoux covenants and agrees to indemnify and save and hold harmless City
from and for all such losses, claims, actions, or judgments for damages or liability to
persons or property. Ms. Roubidoux shall provide City with a Certificate of Insurance or
other proof of insurance evidencing her compliance with the requirements of this
paragraph and file such proof of Insurance with the City Clerk.
CONTRACT FOR SERVICES - Page 2 of 4
14.) Proprietary Rie:hts.
A.) Ms. Roubidoux agrees that all Work Prodm:t created solely or jointly by her, arising
from work performed hereunder, or previously conceived in anticipation of consulting
work to be performed in regard to the City's engagement of Ms. Roubidoux, shall be
deemed "work made for hire" and constitutes property of Eagle.
B.) "Work Product" shall mean all documentation, manuals, teaching material, creative
works, know-how, and information created on behalf of the City in whole or part by Ms.
Roubidoux, whether or not copyrightable or otht;:rwise protectable.
15.) Records. Ms. Roubidoux shall hep full and accurate records of all work
performed under this Agreement. All records, sketches, drawings, prints, computations,
charts, reports and other documentation made: in the course of the consulting work
performed hereunder, or in anticipation of the consulting work to be performed in regards
to this Agreement, shall at all times be and remain the sole property of the City. Ms.
Roubidoux shall turn over to the City all copies of such documentation on request by the
City.
16.) Chane:es in Conditions. The parties each agree to inform the other in a
timely manner, of any changes in conditions which may significantly affect the services
provided by Ms. Roubidoux or associated costs.
17.) Opt-Out. The parties hereto agree and understand that either party may
opt-out of this Agreement by serving upon the other party written notice of such thirty
(30) days before the party exercising this option seeks to end the contractual relationship.
18.) Entire Ae:reement. This Agreement and all Attachments hereto embody
the entire agreement of the parties. There are no promises, terms, conditions, or
obligations other than those contained herein, and this Agreement supersedes all previous
and contemporaneous communications, representations, or agreements, either verbal or
written, between the parties.
19.) Savine:s 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 ~g.fk day of September, 2010.
APPROVED:
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Acting Mayor/ Council President
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Ms. Devri Roubidoux
CONTRACT FOR SERVICES - Page 3 of 4
ATTEST:
STATE OF IDAHO )
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Sharon K. Bergmann, CIty C erk
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COUNTY OF ADA )
On this 3D{!J day of September, 2010, before the undersigned notary public in and
for the said state, personally appeared, MICHAEL HUFFAKER, Acting Mayor, City of
Eagle, known or identified to me to be the person who executed the foregoing instrument
and acknowledged to me that he or she executed the same.
IN WITNESS WHEREOF, I have hereUI~to set my han~d seal the day and year
first ahove written. r4~ ~
Notary Pu li or dah
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STATE OF IDAHO )
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COUNTY OF ADA )
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On this _ day of Septsmbcr, 2010, before the undersigned notary public in and
for the said state, personally appeared Ms. Devri Roubidoux, known or identified to me
to be the person who executed the foregoing instrument and acknowledged to me that he
or she executed the same.
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CONTRACT FOR SERVICES - Page 4 of 4
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