city of johnson arkansas logo

RESOLUTION 2011-1

WHEREAS, the City desires to pursue grants from all available or part, improvements for the benefit of City residents and visitors.
WHEREAS, the Johnson City Council has determined that, at this time, contracting with
a grant researcher/writer is more advantageous than hiring personnel to pursue such for the City.
WHEREAS, the previous agreement for the grant writing services of Daniel Hale has
been advantageous for the City and a good working relationship currently exists.
WHEREAS, the attached Contract for Services to obtain the services of Daniel Hale to
research and write grant proposals for the various departments and needs of the City will
accomplish the desires of the Council and is in the best interest of City residents.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF JOHNSON, ARKANSAS, THAT:
1. That the attached contract for grant research/writing of grant
proposals/applications on behalf of the City of Johnson, Arkansas, with Daniel Hale is hereby
approved and accepted, all work provided by Mr. Hale since 12-31-2010, is hereby ratified and
confirmed.
2. The Mayor and Recorder/Treasurer are authorized to take such steps as are
necessary to execute the contract on behalf of the City obtaining for the citizens of Johnson the
sendees described therein and to make payment as called for in such contract.

 

CONTRACT FOR SERVICES
THIS CONTRACT FOR SERVICES is made and entered into the " day of
February, 2011, by and between the City of Johnson, Arkansas, hereinafter, City, and Danny
Hale, hereinafter, Hale.
WITNESS:
WHEREAS, City desires to engage Hale to assist City, and Hale is willing to assist the
City, in writing and processing grant applications on the terms and conditions set forth herein:
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
conditions herein contained, City and Hale agree as follows:
TERM: This Contract and Kale's performance hereunder shall be for a period of twenty-four
(24) months commencing January 1, 2011, and terminating December 31, 2012, unless sooner
terminated pursuant to the provisions hereinafter set forth. The parties may extend this
agreement one (1) year by written extension signed not later than December 1, 2012 by both
parties, authority of City officials shall be with consent of majority of City Council.
DUTIES OF HALE: Hale shall provide the sendees set forth in the Statement of Work, which
is attached hereto as Exhibit A and made a part hereof, and such other services as the parties may
hereafter agree in writing.
DUTIES OF CITY: City shall provide the following to Hale in connection with Hale's
performance of sendees hereunder:
City will make available to Hale department heads and others as necessary to provide
historical information, current information and projected trends and information on future
growth and development, also reasonably necessary assistance by City personnel to help
Hale in providing the services set forth at Exhibit A.
Accessibility and availability, as deemed necessary by the Mayor of Johnson, to business
and financial information to assist Hale in connection with his performance of the
sendees set forth at Exhibit A.
CONSIDERATION: As compensation for services to be provided by Hale, City agrees to pay
unto Hale compensation from the Johnson General Fund as follows:
1) a sum equal to ten percent (10%) of the first Fifty Thousand Dollars ($50,000.00)
in grant funds received by City for each application year; and,
2) a sum equal to five percent (5%) of all grant funds received by City for each
application year in excess of Fifty Thousand Dollars ($50,000.00).

3) for purposes of calculating compensation to be paid Hale by City, an "application
year" shall be the twelve month period (January 1 through December 31) during
which a grant application is submitted to the proper authority. The initial term
will be from the effective date of this agreement until December 31, 2012. All
grants submitted, as aforesaid, for which full or partial funding is received by City
shall be considered for the year the grant was submitted, not for the year funds are
received. However, payment by City is due within ten (10) days of receipt by
City of the grant funds irrespective of the date the grant application was
submitted.
EXPENSES AND CHARGES: Hale may not incur or bill expenses in conjunction with the
performance of his services pursuant to this contract to City unless expressly authorized in
advance by the City Council.
INDEPENDENT CONSULTANT: The parties understand and agree that Hale shall at all times
be considered an independent consultant, rather than a co-venture, agent, employee or officer of
the City, and that Hale shall not hold himself out to the public or anyone else, as a co-venture,
agent, employee, or officer of the City. Hale shall develop his business by whatever means and
methods he deems necessary and at his own discretion. Hale shall be free to devote to his
business such portion of his time, energy, effort and skills he sees fit without interference from
City except where otherwise referenced in this Contract. Hale's work schedule shall be
determined solely by Hale, except where City requests limited accessibility during its operating
hours. In conducting his business, Hale:
(I) Shall not be subjected to control or supervision by City;
(II) Shall work on an irregular basis;
(III) Shall work at such times as he may elect; and
(IV) Shall work at such locations as he deems necessary.
City acknowledges and agrees that Hale may engage, directly or indirectly, in any business that
Hale may determine, and is not required to devote all his energy and attention exclusively for the
benefit of City. Since Hale shall fulfill his responsibilities independent of, and without
supervisory control by the City, Hale shall not be subject to the provisions of any rules
applicable to employees of City. The Consultant shall make no false or misleading
representations with respect to City or Hale's relationship to City.
Nothing contained in this Contract shall be regarded as creating any relationship between the
parties other than independent consultant relationship as set forth herein. Hale hereby agrees not
to claim or assert, or to support third party assertion of the existence of, an employer/employee
or joint venture relationship between Hale and City. As an independent, Hale, understands,
agrees, and acknowledges that he is responsible to secure, at his own cost and/or expense,
worker's compensation and any other insurance as may be appropriate or required by law.

Hale shall have no authority:
(i) to bind the City in any manner for any purpose or,
(ii) to assume or create any obligation of any kind, expressed or implied., on behalf of
City.
City will not provide, nor will it be responsible to pay for any benefits for Hale, including but not
limited to health insurance, paid vacations, paid holidays, paid sick leave or disability insurance
coverage of whatever nature. Any such benefits shall be secured and paid for by Hale.
The parties agree that the payments from City to Hale:
(i) constitute ordinary income to Hale;
(ii) are deductible from the federal gross income of the City as an ordinary and
necessary business expense under Section 162 of the Internal Revenue Code of
1986, as amended; and
(iii) do not constitute wages for purposes of the Federal Income Contributions Act
(PICA) but constitute earnings from self-employment for purposes of PICA.
Hale hereby acknowledges that, as an independent consultant (non-employee), he is responsible
for the payment of all his own federal income taxes and self-employment taxes together with any
and all corresponding state, local, and county taxes, and Hale hereby agrees to meet such
responsibilities. Hale hereby waives and releases any claims he has or may have against the City
now or the future respecting such taxes or in the failure of City to withhold, pay or contribute to
such taxes on behalf of Hale. Such waiver and release are material considerations for this
Contract. The parties agree to file tax returns and pay taxes consistent with such intentions, to
resist (and cooperate with each other in resisting) any assertion to the contrary by any
government agencies, and to indemnify each other from and against an}' loss or expense by
reason of breach of such agreement. Such agreement and obligations shall survive termination
or expiration of this contract.
CONFIDENTIALITY OF THE CITY'S INFORMATION: Hale acknowledges being advised
that certain data, materials and information may be disclosed to him hereunder by City. Hale
agrees to protect the confidentiality of the aforementioned information and to not disclose it or
discuss it with other parties without the prior consent of City; provided, however, that:
(i) In the event Hale receives a subpoena or other validly issued administrative or
judicial process or order requesting the release of the aforementioned information,
Hale shall provide prompt notice to City of such receipt, and Hale shall thereafter
be entitled to comply with subpoena or other process to the extent permitted by
law; and,
(ii) Hale may use or disclose information (including, but not limited to ideas,
concepts, know how, techniques, and methodologies):

previously known to him;
(b) independently developed by him;
(c) acquired by him from a third party which is not, to his knowledge,
under an obligation to City not to disclose such information; or
(d) which is or becomes publicly available through no breach of this
Contract.
OWNERSHIP OF DOCUMENTS AND MATERIALS: All original final plans and reports
and other formal original documents prepared or developed by Hale pursuant to this Contract
(the "Deliverables") shall, upon City tendering of all amounts payable hereunder, become the
exclusive property of City. Hale shall; however, be entitled to retain his work papers and any
other materials developed hereunder that are not defined herein as Deliverables. Except as
provided below, use of the Deliverables, other than related to the performance by Hale of his
sendees hereunder, without the prior consent of the City is prohibited. This Contract shall not,
however, preclude Hale from developing other original documents for himself, or for others,
which are based upon ideas, concepts, know how, and techniques related to the scope of Hale's
sendees and used in the course of providing his sendees to City (provided they contain no
specific identifiable elements unique to City or its operations) irrespective of their similarity to
the Deliverables which may be delivered to City pursuant to this Contract.
TERMINATION: Either party hereto may tenninate this Contract and Hale's performance
hereunder by providing the other with at least thirty (30) days prior written notice of termination,
provided, however, that this Contract and Hale's performance hereunder shall immediately
terminate in the event City's funding is decreased or terminated. Termination of this contract by
either party shall not excuse performance or payment for services rendered during the executed
term of the Contract as/when funds are received. Continued follow up services by Hale on
grants previously applied for, after a termination event shall be at the discretion of the City.
SUCCESSORS AND ASSIGNEES: This Contract and all its terms, Covenants and conditions
shall be binding on, insure to the benefit of and be enforceable by the parties hereto and is
personal to the parties hereto. Neither party hereto may assign this agreement to another without
prior written permission by the no assigning party.
GOVERNING LAW: This Contract shall be construed in accordance with and governed by
Arkansas Law, and suit, if any, must be brought in the State of Arkansas, Washington County.
WAIVERS AND AMENDMENTS: This Contract may be amended, superseded, canceled,
renewed or extended, and its terms or covenants may be waived, only by a written instrument
executed by the parties hereto, and in the case of waiver, executed by the party waiving
compliance. The failure of any party at any time to require performance of any provision hereof
shall in no manner affect its right at a later time to enforce the same. No waiver by any party or
the breach of any term or covenant contained in this Contract, whether by conduct or otherwise.

in any one more instances, shall be deemed to be, or construed as, a further or continuing waiver
of any breach, or a waiver of the breach of any similar or dissimilar term or covenant contained
herein, at the same or any prior or subsequent time. The parties reserve the right by mutual
written consent, to amend, modify, supersede, and cancel this Contract, or to waive the terms or
conditions hereof, without the consent of any other person (natural or otherwise) not a party to
this Contract.
ENTIRE CONTRACT: This Contract sets forth the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements, arrangements and understanding, written or oral, relating to the subject matter
hereof.
INVALIDITY: The invalidity or lack of enforceability of any provision of this Contract shall
not affect the validity and continuing effectiveness of any other provision hereof.
HEADINGS: The headings contained in this Contract are for reference purposes only and shall
not affect the meaning or interpretation of this Contract.
COUNTERPARTS: This Contract may be executed simultaneously hi several identical
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument. In making proof of this Contract, it shall not be necessary to
produce or account for more than one such counterpart.
IN WITNESSES WHEREOF, Hale and City has executed this Contract for services as of
the date and year first written above.