HomeMy WebLinkAboutIndependent Contractor Agreement with Cheryl Brown for Economic Development Services
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is to be effective the 21 st day of July, 2004, aud continue through
September 30, 2004, by aud between THE CITY OF MERIDIAN, au Idaho municipal
corporation, (hereinafter referred to as "City") of 33 E. Idaho Ave., Meridiau, Idaho 83642 aud
Cheryl Brown (hereinafter referred to as "Brown") of 2528 Crooked Creek Way, Meridiau,
Idaho..
WHEREAS City is in the process of strategic short rauge aud long rauge plauning for
enhaucement of the economic health aud vitality of City; aud
WHEREAS City is in need of au independent contractor with professional experience,
education aud qualifications to assist in this process aud to act in the capacity of Meridiau
Economic Development Coordinator; aud
WHEREAS Brown has the requisite professional experience, education aud
qualifications for the position of Meridiau Economic Coordinator aud has been selected by City
to perform the duties associated therewith;
NOW, THEREFORE, in consideration of the promises aud mutual covenauts herein
contained, it is hereby agreed as follows:
1. INDEPENDENT CONTRACTOR.
1.1 Brown shall bed eemed to be ani ndependent contractor. Brown shall devote 4 10
hours through September 30, 2004, of which a reasonable portion shall be during regular
business hours to her contract as Meridiau Economic Coordinator. Brown shall not have
mandatory duties except those imposed by law or regulation aud those specifically set out in this
Agreement. Nothing contained in this Agreement shall be regarded as creating allY relationship
(employer/employee, joint venture, partnership, shareholder) between the parties other thau the
independent contractor relationship as set forth herein.
1.2 Brown is, aud shall be treated by City as, au independent contractor (statutory non-
employee) aud not au employee for state, tax aud for all other purposes. She will not be treated
as au employee with respect to the services performed by her for federal tax purposes. Brown
hereby acknowledges that she has been advised by City that as au independent contractor (non-
employee) affiliated with City, she is responsible for the payment of all her own federal income
taxes aud her own self-employment taxes (FICA), together with allY aud all corresponding state,
county aud local taxes, if allY, aud she hereby agrees to comply with those responsibilities.
Brown hereby waives any claims she has or may have against City now or in the future
respecting such taxes or the right of City not to withhold, not to payor not to contribute to such
taxes on her behalf.
INDEPENDENT CONTRACTOR AGREEMENT - Page 1
2. CITY RESPONSIBILITIES.
City agrees that in consideration of the services of Brown, it shall, while this Agreement
remains in force make available to her office space in or near Meridian City Hall at 33 E. Idaho
Ave., Meridian, Idaho, which office shall include a telephone, access to a photocopier and
facsimile machine, a computer with internet connection and necessaryrnaintenance. City shall
also provide limited clerical support. As additional consideration for the services of Brown, City
shall pay:
2.1 Compensation: City shall pay Brown $16.95 per hour worked, for a total sum not
to exceed $6,950.00 over the contract period. No additional sums shall be or become due and
owing to Brown without a written modification of this Agreement. Brown shall keep track of all
time spent in furtherance of her duties hereunder and report the same in detail to City on a
monthly basis. Payment will be made monthly upon receipt of an invoice from Brown no later
than the last business day of each month. City shall pay within ten (10) days of receipt of the
invoice.
2.2
City shall neither pay for nor include Brown on any City benefits program.
3. BROWN'S RESPONSIBILITIES.
Brown shall act under the direction and at the pleasure of the Mayor and City Council.
She shall be responsible for overall coordination of the City's economic development strategy,
which includes downtown economic development (commercial and industrial) and other duties
specified in the Request for Qualifications which is attached hereto as Exhibit A, and the
Response to the RFQ submitted by Brown which Response is attached hereto as Exhibit B. Both
Exhibits are by this reference incorporated herein.
Brown's work is characterized by a substantial amount of managerial and administrative
duties associated with planning, developing, managing, and completing economic development
projects and programs; coordinating with business and development interests; and partnering
with the business community for funding on specific projects. She will act as liaison with City
departments and officials; and represents the City where appropriate in economic development
meetings.
The Mayor will provide Brown with assigrunents in terms of broad practice, precedents,
policies, and goals. Work may be reviewed for fulfillment of program objectives and
conformance with City policy and practice.
Reporting. Brown agrees to prepare and furnish such reports and data as may be
required by the City. Brown agrees to, and does hereby grant the City the right to reproduce, use
and disclose for City purposes, all or any p art of the reports, data, technical information and
client information furnished to the City under this contract. All information received by Brown,
however obtained, and in whatever format obtained, shall be the property 0 f the City. To the
extent permitted by Idaho law, such information shall be confidential and therefore shall not be
disclosed to third parties unless permission is first obtained from the Mayor. Upon termination
INDEPENDENT CONTRACTOR AGREEMENT - Page 2
of services provided under this agreement, Brown shall promptly deliver all materials received
by her to the City. Brown shall not retain any such materials or information in any form unless
she has received written permission from the City. Nothing herein shall be construed to violate
the Idaho Public Records Act.
4. MISCELLANEOUS PROVISIONS.
4.1. This Agreement constitutes and contains an entire Agreement of the parties and
supersedes and merges all other prior understandings or agreements between the parties on the
subjects ofthis Agreement, if any, whether oral or written;
4.2 The failure of a party hereto to insist upon strict performance or observance of
this Agreement shall not be a waiver of any breach of any terms or conditions of this Agreement
by the other party;
4.3 In the event any provision or section of this Agreement conflicts with applicable
law or is otherwise held to be unenforceable, the remaining provisions shall nevertheless be
enforceable and carried into effect;
4.4 In the event of any litigation arising under, or as a result of, this Agreement or
arising from any of the acts to be performed hereunder or the alleged breach of this Agreement,
the prevailing party(ies) shall recover costs and reasonable attorney's fees;
4.5
Idaho;
This Agreement shall be governed and interpreted by the laws of the State of
4.6 No party may assign this Agreement or any interest therein without written
consent of the other parties, and in the event of assigrunent, this Agreement shall inure to and be
binding upon the parties hereto as well as their successors, assigns, departments and agencies;
4.7 No amendment, alteration or modification of this Agreement shall be effective
unless made in writing and duly executed by the parties hereto;
4.8 Termination. All or part ofthis contract may be terminated by mutual consent of
both parties in writing.
4.9 Liability and Indemnification. City shall not be liable to Brown for any expenses
incurred by her, other than pre-approved travel expenses to the extent the same are in compliance
with this Agreement, nor shall Brown have authority to bind City or any of its agencies or
departments by any promise or representatioa, unless specifically authorized in advance and in
writing by the Mayor or City Council.
INDEPENDENT CONTRACTOR AGREEMENT - Page 3
4.10 Brown represents and warrants that the biographical and reference information
provided in her Response to the RFQ is true and accurate.
4.11 Brown shall supply certificates of insurance for workers' compensation, liability
and/or professional errors and omissions insurance if required by the City.
5. EXTENSION.
This agreement may be renewed and extended for the period of October 1, 2004 through
September 30, 2005 on compensation terms to be mutually agreed upon by the parties hereto.
The duties of such extended and renewed contract shall be essentially the same as those detailed
herein unless modified in writing in the extension agreement.
IN WITNESS WHEREOF the parties hereto, by their signatures below, acknowledge
their understanding of and commitment to the terms of this Agreement effective as of the day
and year first written above.
Date
Q,.11-{)tf
Attest:
.Jf À-:. ;! ~ I )k- .
City Clerk
GL Ì'()~~
ryl Bro n
Date
'?-27-{)f-
Date
~JIo'f
INDEPENDENT CONTRACTOR AGREEMENT - Page 4
STATE OF IDAHO
County of Ada,
On this . J.7+" day of ,"5'l"pk..'tf , 2004, before me, the undersigned, a Notary
Public in and for said State, personally appeared TAMMY de WEERD and WILLIAM G.
BERG, JR., known or identified to me to be the Mayor and City Clerk, respectively, for the City
of Meridian, and the persons whose names are subscribed to the within instrument, and
acknowledged to me that they executed the same on behalf of the City of Meridian.
(SEAL)
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this ceU~f¡çíJ:te first above written.
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STATE OF IDAHO
County of Ada,
On this :z 7il.. day of S-"p-k...., fr ,2004, before me, the undersigned, a Notary
Public in and for said State, personally appeared CHERYL BROWN, known or identified to me
to be the person whose name is subscribed to the within instrument, and acknowledged to me
that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
(SEAL)
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INDEPENDENT CONTRACTOR AGREEMENT - Page 5