STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
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INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement is made and entered into this _____ day of _________,
2015, by and between the CITY OF COLUMBIA (“COC”) and GLOBE MOUNTAIN PARTNERS,
LLC (“Independent Contractor”).
WHEREAS, COC hereby agrees to utilize the professional services of Independent Contractor,
and Independent Contractor agrees to render professional services to COC upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants hereinafter
set forth, COC and Independent Contractor hereby agree as follows:
1.
Description of Work. Independent Contractor will provide certain strategic planning and
consultancy services related to assisting the City of Columbia operations in public purpose programs and
initiatives, not limited to, but focused upon, strategic expansion efforts associated with the water system
to encourage development and expand the water customer base, other public utility and infrastructure
projects and analysis, assisting with opportunities for the expansion of the Riverfront Access, and
assistance with the parking system analysis and growth opportunities to help encourage economic
development projects. Both parties to this Agreement acknowledge that the services set forth herein are
non-exclusive.
2.
Deadlines. It is understood that time is of the essence to complete the services to be
provided hereunder and that Independent Contractor agrees to begin providing its services immediately
upon the effective date.
3. Compensation/Payment.
a.
COC will pay to Independent Contractor the sum of Five Thousand Five
Hundred Twenty-Five Dollars ($5,525.00) per month for a twelve month period beginning July 1, 2014
and ending June 30, 2015. This shall be the exclusive compensation paid to Independent Contractor
under this Agreement.
b.
Independent Contractor is responsible for payment of all of its expenses,
including but not limited to travel-related expenses, incurred during the performance of work under this
Agreement, unless reimbursable expenses are approved in advance, either orally or in writing by the COC
Assistant City Manager of Operations, or his or her designee.
c.
No later than the fifth of each calendar month, Independent Contractor shall
submit to COC, Attention: Assistant City Manager of Operations, a single invoice for monthly services
and detailing all approved reimbursable expenses for the previous calendar month. Attached with each
invoice shall be documentation of all prior-approved reimbursable expenses, as may be applicable. A
timely-submitted invoice shall be paid in full by the 30th day of the same month submitted.
d.
Notwithstanding any language to the contrary, upon termination of this
Agreement, Independent Contractor’s right to receive compensation from COC shall cease immediately
upon such termination and Independent Contractor shall be entitled to receive only its accrued but unpaid
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_____ (COC)
portion. Independent Contractor shall reimburse COC, on a pro-rata basis, for any compensation paid by
COC in advance for monthly services.
4.
Duration and Termination. If not earlier terminated, this Agreement shall operate on a
month-to-month basis. Notwithstanding any language to the contrary, unless modified by the parties
hereto in writing, COC may terminate this Agreement upon notice at any time, with or without cause.
5.
Independent Contractor Status. The parties to this Agreement intend that the relationship
between them created by this Agreement is that of independent contractor. Independent Contractor shall
not be and shall not be deemed to be an employee, agent, or servant of COC for purposes of this
Agreement. Independent Contractor will not be treated as an employee by COC for federal and state
taxes or other purposes for work performed under this Agreement. None of the benefits provided by COC
to its employees, including, but not limited to, workers' compensation insurance and unemployment
insurance, are available from COC to Independent Contractor for work performed under this Agreement.
COC is interested in securing the services of the Independent Contractor, and the parties understand and
agree that the Independent Contractor will be responsible for the services performed under this
Agreement. COC is interested only in the results obtained under this Agreement. Independent Contractor
will be solely and entirely responsible for its acts and omissions during the performance of this
Agreement.
6.
Independent Contractor Not Authorized to Enter into Contracts. Independent Contractor
is not authorized to hire or engage any person or entity as a contractor or as a sub-contractor to whom
COC is obligated to pay, without the prior written consent of the Assistant City Manager of Operations of
COC. Independent Contractor has no authority to bind COC as to any representations, warranties, or
guarantees without the prior written authorization of the Assistant City Manager of Operations of COC.
7.
Indemnity. Independent Contractor shall forever hold harmless and indemnify COC, its
directors, officers, employees, contractors, and agents against any and all costs, expenses, damages,
claims, demands, and actions of any kind or nature whatsoever, including attorneys’ fees, arising directly
or indirectly out of or in connection with Independent Contractor’s operation or performance.
8.
Confidential Information. In order for Independent Contractor to perform services under
this Agreement, COC may provide confidential and proprietary information (“Confidential Information”)
to Independent Contractor. Independent Contractor agrees to use Confidential Information to perform
services under this Agreement and further agrees not to use or disclose Confidential Information to third
parties during the term of this Agreement or thereafter, unless it has specific written authorization from
COC, or unless such Confidential Information becomes part of the public domain other than by violation
of this Agreement. All information, reports, studies, or data of any kind or in any form arising from or
developed while this Agreement is in force are the sole property of COC and may not be used for any
purpose other than as approved by COC in writing. Within five (5) days of termination of this Agreement
for any reason or expiration of this Agreement, all Confidential Information in Independent Contractor’s
possession shall be turned over to COC. The obligations in this Section shall survive the termination and
expiration of this Agreement.
9.
Ownership of Work Product. All work, material, documents or other elements created or
included within the services provided hereunder to COC (“Work Product”), shall be considered a “WorkMade-For-Hire” pursuant to Title 17 of the U.S. Copyright Act. If by operation of law any of the Work
Product, including all related intellectual property rights, is not considered a “work-made-for-hire” or
otherwise owned in its entirety by COC automatically upon creation thereof, then Independent Contractor
agrees to assign, and hereby assigns, to COC and its designees the ownership of such Work Product,
including all related intellectual property rights. Independent Contractor agrees to comply with any
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_____ (COC)
reasonable request to take action to memorialize ownership rights in COC, including, but not limited to
copyright applications, memorization of assignments or other recording showing ownership lies with
COC. Notwithstanding any other provision in this Agreement to the contrary, Independent Contractor
may display a sample or image of the Work Product for portfolio or self-promotional purposes or for
advertisement of services; provided, however, COC is credited as the owner of the Work Product and
Independent Contractor will not use, license, or permit the use of the Work Product except as permitted
herein.
10.
Notices. All notices shall be in writing and sent by registered or certified mail, return
receipt requested, or by personal delivery to the addressee addressed as follows:
If to COC:
If to Independent Contractor:
City of Columbia
Attention: Assistant City Manager of Operations
1737 Main Street
Columbia, South Carolina 29201
Globe Mountain Partners, LLC
Attention: Steven A. Gantt
812 Kingsbridge Road
Columbia, South Carolina 29210
sagantt13@gmail.com
Such notices will be effective upon delivery. In lieu of mailing notices as herein provided, notice may be
transmitted electronically to the email address specified by the person to whose attention mailed notices
would have been directed. Any such electronic notice will be effective upon receipt by the addressee. A
party may change all or any part of its address hereunder by notice to the other party.
11.
No Assignment. This Agreement may not be assigned by Independent Contractor
without the prior written consent of COC, nor shall an assignment relieve Independent Contractor of its
obligations under this Agreement.
12.
Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an original and all of which shall constitute a single instrument.
13.
Choice of Law. This Agreement shall be deemed to have been made under, and shall be
governed by the laws of the State of South Carolina, in all respects, including the mutual obligations of
good faith and fair dealing.
14.
Remedies for Breach. Both COC and Independent Contractor shall have all rights and
remedies under law and at equity for breach of this Agreement.
15.
Severability. If any provision of this Agreement is held invalid, such invalidity will not
affect other provisions or application of this Agreement which can be given effect without the invalid
provision or application, and to this end the provisions of this Agreement are declared to be severable.
16.
Waiver. The waiver by COC or Independent Contractor to enforce any breach or
violation of this Agreement shall not constitute a waiver of that party’s right to demand strict performance
of the provisions of the Agreement in the future.
17.
Headings. The parties agree that the Headings do not have any significance, and are not
indicative of the contents of each section. Accordingly, the parties agree that the headings shall not be
used to interpret the Agreement.
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18.
Entire Agreement; Amendments. This instrument contains the entire agreement between
the parties relating to the subject matter hereof and may not be amended except by writing executed by
the party against whom such amendment is sought to be enforced. Further, (1) no promise or inducement
for this Agreement has been made to either party except as set forth herein; (2) this Agreement is
executed freely and voluntarily, and without reliance upon any statement or representation by either party
or any of its attorneys or agents except as set forth herein; (3) each party has read and fully understands
this Agreement; and (4) Independent Contractor has been advised to consult with counsel of its choice
before entering into this Agreement and has had the opportunity to do so.
19.
Termination of Any and All Prior Agreements. By signing below, the parties hereto
agree that this Agreement supersedes any and all prior agreements, either oral or in writing, between the
parties and waive any notices that may be required under same.
20.
Construction. The parties expressly agree that this Agreement shall not be construed
against the Drafter.
IN WITNESS WHEREOF, the parties have caused this Independent Contractor Agreement to be
duly executed as an instrument under seal and delivered as of the date first written above.
INDEPENDENT CONTRACTOR:
CITY OF COLUMBIA
By:_____________________________
Print Name: Steven A. Gantt
Its:_____________________________
By:_________________________________
Print Name:__________________________
Its:________________________________
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INITIALS: _____ (Independent Contractor)
_____ (COC)