Consultant - 2001 - Gather Information Required For Aquisition /Contract For City Hall - 10/25/2001CONSULTING AGREEMENT
This Agreement ("Agreement") is entered into July 17, 2001 by and between the City of
Eagle, Idaho, a municipal corporation ("Eagle"), and William W. Ditz ("Consultant").
In consideration of the mutual promises of the parties and other good and valuable
consideration, the parties hereby agree:
Section 1. Services. Eagle engages Consultant to provide the following services:
To organize, initiate, negotiate, contract and close on the acquisition of the desired land required for
the expansion/replacement of the Eagle City Hall. The assignment includes the following:
• Procurement of the purchase document for the City;
• Evaluation of Assessor's Office property values versus current market data;
• Development of an appropriate offer to sellers from the City;
• Presentation of offers to, and negotiations with, sellers;
• Process, evaluate and communicate the sellers' responses to the City;
• Coordination of possible multiple sellers/contracts into workable transaction;
• Coordination of due diligence effort and property acquisition with City -directed
financing entity; and
• Successful closing of the transaction through Alliance Title and Escrow Corporation.
Section 2. Term. Consultant shall provide such services for a period beginning this date
until terminated by either party upon 30 days notice in writing.
Section 3. Compensation. For such services, Eagle shall compensate Consultant at the
rate of $125.00 per hour not to exceed $12,000.00. Eagle and Consultant may negotiate the fee
charged by Consultant and paid by Eagle as necessary. Consultant shall submit invoices for payment
no more than twice monthly; and Eagle shall promptly pay for such invoices as provided by Idaho
Code.
Section 4. Relationship of the Parties. 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 Eagle for any purpose; the manner and means of performing the
services are subject to Consultant's sole control subject to reasonable acceptance by the Eagle. Eagle
does not guarantee any stated or minimum amount of work for Consultant. 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
CONSULTING AGREEMENT - PAGE 1
conceived in anticipation of consulting work to be performed in regard to Eagle's engagement of
Consultant, shall be deemed "work made for hire" and is the property of Eagle. Consultant shall
cause all of his employees, associates, or subcontractors assisting in creating the Work Product to
execute a similar acknowledgment that the Work Product is a "work made for hire." Consultant and
all of its employees, associates, or subcontractors assisting in creating the Work Product shall
execute all such assignments, oaths, declarations, and other documents as may be prepared by Eagle
to effect the foregoing.
B. "Work Product" shall mean all documentation, manuals, materials, creative works,
know-how, and information created on behalf of Eagle, in whole or in part, by Consultant 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 and Eagle shall maintain in confidence (A) the
subject matter of this Agreement, (B) the consulting work carried out hereunder, (C) any work
product or documents/programs conceived hereunder, and (D) any business or technical information
of Eagle acquired by Consultant as a result of the consulting work carried out pursuant to this
Agreement, and neither party shall not, without the other's prior authorization, directly or indirectly
use, publish, or disclose to others any work product, information, data, 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.
Section 7. Records. Consultant shall keep full and accurate records of all consulting
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 regard to this Agreement, shall at all times
be and remain the sole property of Eagle. Consultant shall turn over to Eagle all copies of such
documentation on request by Eagle.
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 L day of July, 2001.
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CONSULTING AGREEMENT - PAGE 2
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William W. Ditz
DATED this/ 2# day of July, 2001.
ATTEST:
Sharon Cl Moore, City k
CONSULTING AGREEMENT - PAGE 3
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Rick Yzal
irre, Mayor