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AGREEMENT FOR INDEPENDENT CONTRACTOR THIS AGREEMENT, dated this day of kJAJ.. , 1997, by and between the City of Moscow, Idaho, a municipal corporatimV;:;[the State of Idaho (hereinafter CITY) and American Dream Building Inspections, a sole proprietorship (hereinafter CONTRACTOR) WHEREAS, CITY has determined it to be in the best interests of the City of Moscow that CONTRACTOR be engaged for the purpose of assisting in building inspections for compliance with building standards adopted by the City within the City of Moscow as requested from time to time by the Building Official; and WHEREAS, CITY desires to engage CONTRACTOR to perform certain compliance inspection duties as set forth herein; and WHEREAS, it is deemed to be in the best interests of CITY to enter into an agreement with CONTRACTOR as hereinafter provided; NOW, THEREFORE, CITY and CONTRACTOR, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows ARTICLE I EMPLOYJ'v1ENT OF CONTRACTOR CITY agrees to engage CONTRACTOR and CONTRACTOR agrees to provide the following services under the following conditions. A. CITY and CONTRACTOR agree that CONTRACTOR shall provide Moscow City Code compliance inspection services within the City of Moscow on an on-call basis and as assigned by the Building Official from time to time. B. CITY and CONTRACTOR agree that CONTRACTOR shall not directly or indirectly construct any dwellings within the City of Moscow, Idaho, during the term of this Agreement except for the dwelling currently under construction at 887 Panorama Drive, Moscow, Idaho 83843. C CITY and CONTRACTOR agree that CONTRACTOR may conduct general inspections within the City of Moscow in addition to those Moscow City Code compliance inspections performed under this Agreement for City, but that CONTRACTOR shall not conduct Moscow City Code compliance inspections within the City of Moscow during the term of this Agreement AGREEMENT FOR INDEPENDENT CONTRACTOR Page I 97-26 ---PAGE BREAK--- D. CITY and CONTRACTOR agree that work performed by CONTRACTOR shall not exceed a maximum of twenty (20) hours within any five day period during the term of this Agreement E. CITY and CONTRACTOR agree that this Agreement shall terminate October I, 1997, and that neither CITY nor CONTRACTOR has an expectation that this Agreement will continue beyond October 1, 1997, nor that, should the CITY need services similar to those contained in this Agreement, there will be any preference given to CONTRACTOR or its employees for the provision to the CITY of such services. F. It is expressly agreed and understood between CITY and CONTRACTOR that CONTRACTOR is not entitled to and does not expect to be provided with a minimum amount of work under this Agreement and both parties agree that there may be no work, some work, or work up to and including a maximum of twenty (20) hours maximum for any five ( 5) day period during the term of this Agreement, and that such work, if any, may vary from week to week. ARTICLE2 INDEPENDENT CONTRACTOR The parties warrant by their signatures that no employer-employee relationship is established between CONTRACTOR and CITY by the terms of this Agreement It is understood by the parties hereto that CONTRACTOR is an independent contractor and as such neither CONTRACTOR nor CONTRACTOR'S employees, if any, are employees of the CITY for the purposes of tax, retirement system, social security ( FICA) withholding, workers compensation or any other purpose. ARTICLE 3 LIABILITY Although CONTRACTOR is not considered an employee of CITY, as an agent and servant of CITY, CONTRACTOR shall be considered an "employee" under Idaho Code Section 6-90 1 et seq. ARTICLE4 TERM This Agreement shall be effective from the date first above written and shall continue until October I, 1997, unless such term is modified by the CITY. AGREEMENTFOR INDEPENDENT CONTRACTOR Page 2 ---PAGE BREAK--- ARTICLE 5 SCOPE OF SERVICES CONTRACTOR shall perform all duties required herein in a good and workmanlike manner. ARTICLE 6 COMPENSATION For services rendered by CONTRACTOR in satisfactory completion of the requirements of this Agreement, the CITY shall pay to CONTRACTOR Seventeen and Eighty Four/One-Hundredths Dollars ($17.84) per hour for any hours worked up to and including a maximum of twenty (20) hours during any five ( 5) day period during the term of this Agreement ARTICLE 7 MODIFICATION AND ASSIGNABILITY OF AGREEMENT This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. CONTRACTOR may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY Any subcontractor or assignee so authorized shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. ARTICLE 8 TERMINATION OF AGREEMENT This Agreement may be terminated as follows A Termination for Convenience. CITY may terminate this Agreement in whole or in part for the convenience of the CITY when in the CITY'S judgment continuation of CONTRACTOR'S services is not in the best interest of CITY Then and in that event CONTRACTOR shall be entitled to compensation for work performed up or until the date of termination, and CITY'S liability shall be so limited. B. Termination for Cause. If CITY determines that CONTRACTOR has failed to comply with the terms and conditions of the Agreement, CITY may terminate this Agreement in whole or in part at any time before the date of completion. CONTRACTOR will thereafter be entitled to receive payment for those services AGREEMENT FOR INDEPENDENT CONTRACTOR Page 3 ---PAGE BREAK--- reasonably performed to the date of termination less the amount of damages suffered by CITY by reason of CONTRACTOR'S failure to comply with this Agreement ARTICLE 9 ADHERENCE TO LAW REQUIRED All applicable local, state and federal statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by CONTRACTOR shall be deemed material and shall subject CONTRACTOR to termination of this Agreement for cause. ARTICLE 10 CONSTRUCTION AND VENUE This Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah ARTICLE I I INDEMNIFICATION CONTRACTOR waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to CONTRACTOR'S performance of this Agreement except for liability arising out of the sole negligence of the CITY or its officers, agents or employees. Further, CONTRACTOR shall indemnifY, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses or liability arising out of CONTRACTOR'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents or employees. ARTICLE 12 LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit AGREEMENT FORINDEPENDENT CONTRACTOR Page 4 ---PAGE BREAK--- IN WITNESS WHEREOF, said CONTRACTOR and CITY have caused this Agreement to be executed on the day and year first above written. CONTRACTOR CITY AMERICAN DREAM BUILDING CITY OF MOSCOW, IDAHO INSP/,NS By /LL et Richard Rader STATE OF IDAHO ) ) ss County of Latah ) ATTEST Elaine Russell, City Clerk ACKNOWLEDGMENT /1 On this,;:rJ day of r< , 1997, before me, a Notary Public in and for said State, appeared Richard Rader, known to me to be the person named above and acknowledged to me that he executed the foregoing document. AGREEMENT FOR INDEPENDENT CONTRACTOR Page 5