Independent Contractor - 2006 - Hart/Eagle History Book - 5/23/2006
Book Services Agreement
Eagle History
THIS AGREEMENT is made between the City of Eagle whose address is P.O.
Box 1520, Eagle Idaho, 83616 and Arthur A. Hart, whose address is 8035 Crestwood
Drive, Boise, Idaho, 83704, hereinafter referred to as "Contractor."
WHEREAS, the City of Eagle, a municipal corporation duly organized and
existing under the general municipal laws of the State of Idaho, (the "City") desires to
retain the Contractor to research and write a book about the history of the City of Eagle,
Idaho; and
WHEREAS, Contractor desires to act as an independent contractor to the City of
Eagle to perform research on the history of the City of Eagle, Idaho and to prepare a
written manuscript of the history of the City of Eagle, Idaho for publication by the City;
NOW, THEREFORE, for and in consideration of the mutual promises contained
herein, the parties agree as follows:
1. ASSIGNED PERSONNEL: Contractor shall perform the services described
herein.
2. SERVICES: In consideration of the promises and covenants set forth in this
Agreement, the City hereby retains Contractor to perform and Contractor agrees to
undertake and perform comprehensive research of the history of the City of Eagle, Idaho
through the present and prepare a written manuscript for the City (the "Book"). Upon
completion of the manuscript and publication of the Book by the City, Contractor will
assist in the promotion of the Book as requested by the City.
The City's Historical Preservation Commission (the "Commission") will assist in
locating and identifying historic photographs suitable for publication and Eagle residents
who may have information relevant to the Book.
The Commission will also monitor the progress of the research and preparation of the
Book on a thirty (30) day basis and provide guidance to Contractor thereon as the
circumstances require and report on the progress to the City Council.
3. TERMS OF AGREEMENT: The term of this Agreement began May 3, 2006,
and will end when Contractor has completed the Services described herein. The
Contractor will make reasonable efforts to complete such Services in an expeditious
manner. The City and Commission will assist in the manner described in this
Agreement; however, Contractor shall be primarily responsible for completing the
Services described herein, and any performance or nonperformance of the City or
Commission shall not excuse Contractor from performing under the terms of this
Agreement.
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Either party may cancel this Agreement on ten (10) days' notice to the other party in
writing, by certified mail or personal delivery, in the event of substantial failure by the
other party to perform in accordance with the terms hereof through no fault of the
terminating party.
4. PAYMENT OF CONTRACTOR'S FEE: Contractor's compensation for the
services to be provided under this Agreement shall be in the form of a fee not to exceed
$5,000.00. Additional work beyond the scope of Services must be authorized by the City
in writing prior to incurring additional costs. The Contractor's fee shall be paid as
follows:
a. $1,250.00 payable to Contractor thirty (30) days from the date this
Agreement is executed by the parties hereto;
b. $1,250.00 payable to Contractor sixty (60) days from the date this
Agreement is executed by the parties hereto;
c. $2,500.00 upon delivery of the completed manuscript to the City.
Contractor shall not be entitled to any sale proceeds, royalties, copyright or other
pecuniary interest in the Book.
5. COST AND EXPENSES. All material costs incurred by Contractor in fulfilling
its obligations under this Agreement shall be paid by Contractor. The City shall be
responsible for the cost of transcribing taped interviews and all costs associated with
design, printing and distribution of the Book.
6. GENERAL CONSIDERATION: The Contractor shall hold harmless the City
from all claims involving the Contractor or Contractor's associates.
7. TOTAL AGREEMENT/AMENDMENTS: This is the entire Agreement
between the parties, and no representations of promise not set forth herein have been
made by either party as an inducement for entering into this Agreement. Amendments to
this Agreement must be in writing and signed by both parties.
8. GOVERNING LAW: This Agreement shall be governed by and constructed
according to the laws of the State ofIdaho.
9. DELEGATION OF DUTIES: Neither the City or Contractor may delegate,
assign, sublet, or transfer his duties or interest in this Agreement without the written
consent of the other party.
10. INDEPENDENT CONTRACTOR: The Contractor is an independent
contractor of the City and is in no way an employee or agent of the City and is not
entitled to workers compensation or any benefit of employment with the City. The City
shall have no control over the performance of this Agreement by Contractor or its
employees or agents. The City shall have no responsibility for security or protection of
the Contractor's personnel, students, agents, supplies or equipment.
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11. COMPLIANCE WITH LAWS: Contractor agrees to comply with all local,
state and federal laws when performing under this Agreement. Specifically, Contractor
recognizes that the City is utilizing public funds and Contractor is required to conduct
their duties in a manner that is neutral in all respects.
12. DISPUTE RESOLUTION: If any party shall fail to perform such party's
obligation(s) under this Agreement for any reason, one or more of the other parties may
pursue any and all remedies at law or equity; provided, however, all parties affected by
any such failures agree to meet and confer and attempt to mediate a settlement in good
faith prior to initiating litigation.
13. ATTORNEY 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 Fourth Judicial District for the
State of Idaho.
14. TAXES: Contractor is responsible for payment of any local, state or federal
taxes, including estimated taxes and employment reporting requirements imposed by
local, state or federal laws.
15. PROPRIETARY RIGHTS:
a. Contractor agrees that all Work Product created solely or jointly by
Contractor, its employees, associates, students or subcontractors, arising
from work performed hereunder, or previously conceived in anticipation
of work to be performed in regard to the City's engagement of Contractor,
shall be deemed "work made for hire" and constitutes the joint property of
Contractor and the City. Contractor shall cause all of its employees,
associates, students or subcontractors assisting in creating the Work
Product to acknowledgment that the Work Product is "work made for
hire" and the joint property of the City and Contractor.
b. "Work Product" shall mean all documentation, manuscripts, teaching
material, creative works, pictures, graphics, data, know-how, and
information created or compiled on behalf of the City in whole or part by
Contractor and all of its employees, associates, students or subcontractors
assisting in creating the Work Product within the scope of this Agreement,
whether or not it is complete and whether or not is copyrightable or
otherwise protectable.
16. RECORDS: Contractor shall keep full and accurate records of all work
performed under this Agreement. All manuscripts, transcripts, records, prints, reports
and other documentation made in the course of the work performed hereunder, or in
anticipation of the work to be performed in regards to this Agreement, whether complete
or partially complete, shall at all times be and remain the joint property of the City and
BOOK SERVICES AGREEMENT - 3
Contractor. Contractor shall turn over to the City copies of such records upon on request
of the City. Contractor shall abide by the Public Records Act and coordinate any requests
with the City Clerk and City Attorney.
17. 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.
18. NOTICES: Any notices required under this Agreement shall be deemed given
upon the date of personal delivery or forty eight (48) hours after deposit in the United
States mail, postage fully prepaid, return receipt requested addressed to the individuals as
the addresses listed below:
City Clerk
City of Eagle
P.O. Box 1520
Eagle, Idaho 83616
Arthur A. Hart
8035 Crestwood Drive
Boise, Idaho 83704
IN WITNESS WHEREOF, the parties hereto have cause this Agreement of be
executed as of the date so indicated.
APPROVED:
City of Eagle
Contractor
tWtw ttr 7/tt~
Arthur A. Hart
Dated thisd'$rc::Way of May, 2006.
Dated this 25^~ay of May, 2006.
ATTEST:
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