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HomeMy WebLinkAboutProfessional Service Agreement with Elysia-Rose Nary for Transcribe Historical Minute Books to MHS DatabaseAGREEMENT FOR PERSONAL SERVICES MERIDIAN HISTORICAL PRESERVATION COMMISSION THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this ~ day of June , 2010, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Elysia-Rose Nary hereinafter referred to as "INDEPENDENT CONTRACTOR", whose address is 2140 N. Todd Way, Meridian, ID 83646. INTRODUCTION Whereas, the City has a need for services involving transcribing historical minute books of the City of Meridian into the Meridian Historical Society database, and WHEREAS, the Independent Contractor is trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS 1. Scope of Services: 1.1 INDEPENDENT CONTRACTOR shall perform and furnish to the City the following services: Transcribe historical minute books of the City of Meridian into the Meridian Historical Society database as assigned by Lila Hill. The work may be performed on a flexible schedule as coordinated with Lila Hill with no minimum number of hours per week. The work may be performed until completed or the number of hours worked reaches the not to exceed amount. The work shall be performed in the office of the Historical Preservation Society or other suitable location in Meridian City Hall. 1.2 All documents, drawings and written work product prepared or produced by the Independent Contractor under this Agreement, including without limitation electronic data files, are the property of the City. AGREEMENT - page 1 of 5 1.3 The Independent Contractor shall provide services and work under this Agreement consistent with the requirements and standards established by Lila Hill and the Meridian Historical Preservation Society. 2. Consideration 2.1 The Independent Contractor shall be compensated on an hourly basis at a rate of $7.25 per hour, not to exceed $1,000.00 or 138 hours. Independent Contractor shall submit a monthly invoice certifying the number of hours worked to the Department of Finance by the last day of each month worked. 2.2 The City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Independent Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Independent Contractor. 2.3 Except as expressly provided in this Agreement, Independent Contractor shall not be entitled to no receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including ,but not limited to, meals, lodging, or transportation. Specifically, Independent Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 3. Independent Contractor: 3.1 In all matters pertaining to this agreement, INDEPENDENT CONTRACTOR shall be acting as an independent contractor, and INDEPENDENT CONTRACTOR will not be deemed an employee of CITY. Independent Contractor has no authority or responsibility to exercise any rights or power vested in the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 3.2 Independent Contractor shall determine the method, details and means of performing the work and services to be provided by Independent Contractor under this Agreement. Independent Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, AGREEMENT - page 2 of 5 shall not be subjected to City's control with respect to the physical action or activities of Independent Contractor in fulfillment of this Agreement. 4. Indemnification: INDEPENDENT CONTRACTOR shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the INDEPENDENT CONTRACTOR and not caused by or arising out of the tortious conduct of CITY or its employees. 5. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian Purchasing Agent 33 E. Idaho Avenue Meridian, Idaho 83642 Elysia-Rose Nary 2140 N Todd Way Meridian, ID 83646 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 6. Assignment: It is expressly agreed and understood by the parties hereto, that INDEPENDENT CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 7. Discrimination Prohibited: In performing the Services required herein, INDEPENDENT CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. AGREEMENT - page 3 of 5 8. Compliance with Laws: In performing the scope of services required hereunder, INDEPENDENT CONTRACTOR shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 9. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of INDEPENDENT CONTRACTOR'S compensation, which are mutually agreed upon by and between the CITY and INDEPENDENT CONTRACTOR, shall be incorporated in written amendments to this Agreement. 10. Termination: If, through any cause, INDEPENDENT CONTRACTOR, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to INDEPENDENT CONTRACTOR of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. INDEPENDENT CONTRACTOR may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. 11. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from it's attorney's or the opportunity to seek such advice. 12. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 13. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 14. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. AGREEMENT - page 4 of 5 CITY OF MERIDIAN TAMMY EERD, MAYOR Attest: JAYC~ L. HOLMAN, CI Elysia-Rose Nary, A minor child ar °S`~.Ncur SEAL '~ °`~ ~~ ~% 9~9 GST 1ST . P.r~ %~~~/''/.,,COUNTY , \O\.\``\`\~. ~~~~~irn ni~4~~~~ Guardian AGREEMENT - page 5 of 5