Independent Contractor - 2014 - Sky Hawks For Camp Program - 11/25/2014 CITY OF EAGLE
PARKS AND RECREATION DEPARTMENT
Agreement for Independent Contract Instructor
This Agreement is entered into this x'51+ day of D ue v∎-.c,>D r-2014, by and
between the CITY OF EAGLE, an Idaho municipal corporation ("City") and Skyhawks Boise,
LLC, an Idaho limited liability company whose address is 3910 Rosehill St., Boise, ID 83705
("Instructor").
1. SERVICES. Instructor shall provide the services described on Exhibit A attached
hereto and incorporated herein by this reference. Instructor shall provide appropriate supplies,
materials and equipment to adequately carry out its course(s).
2. TERM; RENEWAL; AND TERMINATION. This Agreement shall be for a one
(1) year term, beginning on January 1, 2015 and ending on September 30, 2015. This Agreement
may be renewed for additional one (1) year terms upon the written agreement of the parties. The
City reserves the right not to renew this Agreement for any reason. Either party shall have the
right to terminate this Agreement at any time by giving twenty (20) days written notice of such
termination. The City may terminate this Agreement immediately upon any breach of performance
specified in this Agreement by the Instructor or any violation of State, Federal or local law. If the
City terminates the Agreement, Instructor's compensation for services provided will be on a
prorated basis.
3. COMPENSATION. The City shall pay Instructor eighty percent (80%) of all
registration fees collected by the City as full compensation for the services provided under this
Agreement, including all preparation and instruction. The City will retain twenty percent (20%)
of the total monies collected from the course (including registration and late fees) offered by
Instructor. Additionally, the Instructor shall pay the City twenty percent (20%) of all registration
fees collected by the Instructor within thirty (30) days of course completion as compensation for
the services provided under this Agreement. Unless otherwise agreed upon in writing by the
parties, the class will be cancelled and payment not made if a predetermined minimum number of
students are not enrolled prior to the second class meeting. Fees for materials and supplies are
considered separate class fees that are payable directly to the Instructor,and are not calculated into
the percentage split calculations unless otherwise arranged with the Parks and Recreation Director.
4. PAYMENT. If the duration of a course is three months/12 weeks or longer,
Instructor may request two payments as follows: (1)at the halfway mark and(2)at the conclusion
of the course. For courses less than three months/12 weeks, payment will be made at the
conclusion of the course. Upon completion of each course(or at the halfway mark for those classes
eligible for two payments), the Instructor shall send application for payment to the Director of
Parks and Recreation,660 E. Civic Lane,Eagle, Idaho 83616. Payment shall be made within thirty
(30) days of receipt of Instructor's application. Payment will be based on the number of students
enrolled at the time the payment process is started. City will not withhold money for social security
or federal income tax.
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 1 of 5
5. CRIMINAL BACKGROUND CHECK. As a condition of this Agreement,
Instructor agrees to a criminal background check. All criminal background checks are currently
being performed by the Idaho State Police. It will be the responsibility of the Instructor to obtain
approved background checks for any of his/her employees or volunteers working/volunteering
under Instructor's authority and provide City with proof of such background checks. Instruction
to participants cannot begin until approved background checks are complete.
6. INSURANCE. Instructor shall at all times during the term of this Agreement, at
the Instructor's sole cost and expense, obtain and keep in force comprehensive general liability
insurance in the amount of$1,000,000 or as otherwise required by law,which insurance shall name
the City as additional insured. If Instructor has employees, he/she shall provide the City proof of
Worker's Compensation insurance, as required by Idaho law. City does not insure Instructor
against all or any part of Instructor's liability for injury resulting from an act or omission in the
Instructor's performance of any work or services under this Agreement.
7. INDEPENDENT CONTRACTOR. At all times during the term of this
Agreement, Instructor shall be an independent contractor and shall not be an employee of the City.
City shall have the right to control Instructor only insofar as the results of Instructor's services
rendered pursuant to this Agreement. City shall not have the right to control the means and
methods by which Instructor accomplishes services rendered hereunder. Instructor shall
indemnify the City against any liability arising out of an allegation or finding that Instructor is not
an independent contractor. Instructor is not entitled to employee benefit programs or any
protection afforded employees of the City of Eagle. Instructor is not prohibited from providing
the same services for other businesses at any time except times which would present a conflict in
providing City services under this Agreement. As a self-employed person, the Instructor will be
solely responsible for payment of all federal and state taxes, will not be an employee of the City
for worker's compensation or any other purposes, and will not have unemployment insurance
benefits.
8. INDEMNIFICATION. Instructor hereby indemnifies and holds harmless,
releases and discharges the City of Eagle, its officers, agents, employees and volunteers from all
liability for injuries to persons or property suffered by any persons (including, but not limited to,
instructor, instructor's employees or students) arising from or connected with this Agreement or
Instructor's activities, selection or supervision pursuant to this Agreement. Therefore, Instructor
acknowledges and has evaluated the inherent risks involved in operating his/her activity and has
sufficient insurance coverage.
9. CONTRACTOR NOT AGENT. Except as City may specify in writing,
Instructor shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Instructor shall have no authority, express or implied, pursuant to this
Agreement, to bind City to any obligation whatsoever.
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 2 of 5
10. NONDISCRIMINATION. Instructor agrees not to discriminate against any
person because of race, color, religion, sex, national origin, age, disability or marital status in any
activity for which Instructor is providing instruction under this Agreement. Instructors must fully
comply with the Americans with Disabilities Act (ADA), and shall work cooperatively with the
City to make reasonable modifications to policies and procedures to ensure that people with
disabilities have an equal opportunity to access classes. Instructors shall not impose unnecessary
eligibility standards or rules that deny individuals with disabilities the opportunity to participate in
classes.
11. ADVERTISING AND PROGRAM MARKETABILITY DISCLAIMER. The
City will publicize the contract classes in its activity promotions, including but not limited to
periodic press releases, flyers and social media outlets. The City shall inform Instructor of the
deadline for submission of any class information for activity promotions. The City does not
warrant that the Instructor's program or services are marketable and will therefore yield a profit
for Instructor. Any loss sustained by Instructor in operating this program is Instructor's sole
responsibility. Any profit made by Instructor is to Instructor's sole benefit.
12. PHOTO DISCLAIMER. Instructor grants full permission to the City for use of
his/her name and photographs, videos, motion picture or recordings for any publicity and
promotion purposes without obligation or liability to Instructor.
13. TRAINING/INTEGRATION. The City will not provide training to Instructor to
provide the services described. It is assumed based on information provided by Instructor, and
certified by Instructor by execution of this Agreement, that Instructor is qualified to provide these
services. It is further understood by Instructor that City is not typically in the business of providing
the contracted services and is therefore not in a position to train, guide or otherwise instruct
Instructor.
14. PARTICIPANT INFORMATION. Instructor is not permitted to use any
participant information, rosters, mailing lists, etc. for any purposes other than authorized City use.
Participant information shall be kept confidential and cannot be shared with any third parties or
with other participants, except as authorized by judicial order, the Idaho Public Records Act, or
federal law.
15. REGISTRATION. The City and the Instructor shall have joint control over the
registration of participants. The Instructor and the City must notify the other party of all
registrations and share copies of registration information within seven (7) days of receipt.
16. COMPLIANCE WITH LAWS. Each party shall comply with all applicable
Federal, State and local laws and regulations.
17. NON-EXCLUSIVITY. Instructor acknowledges that this Agreement is non-
exclusive and that City may enter into other independent contractor agreements with other
instructors to provide services for City recreation programs and activities.
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 3 of 5
18. ASSIGNMENT. This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
19. ATTORNEY'S FEES. The prevailing party in any claims or disputes arising out
of this Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief
which a court of competent jurisdiction may award.
20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties relative to the subject matter thereof. Statements or representations of any
kind not embodied herein shall be of no force or effect. This Agreement may only be modified in
writing.
21. GOVERNING LAW. This Agreement will be construed in accordance with the
laws of the State of Idaho.
22. HEIRS AND ASSIGNS. This Agreement and the terms and conditions hereof
shall apply to and are binding upon the heirs, executors, administrators and assigns of the parties
hereto.
23. SEVERABILITY. If any part of this Agreement is held to be invalid or
unenforceable, such holding will not affect the validity or enforceability of any other part of this
Agreement so long as the remainder of the Agreement is reasonably capable of completion.
24. APPROVAL. The City and Instructor each acknowledge that this Agreement,
even though agreed upon by the City's representatives, is not binding upon City until such time as
the Eagle City Council approves this Agreement and authorizes the Mayor to execute this
Agreement on behalf of the City. The representative of Instructor represents that he/she is
authorized to enter into this Agreement on behalf of Instructor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE: INDEPENDENT CONTRACTOR:
Skyhawks Boise, LLC
By: / (_
James D. Reynol s s, M.yor Its: ir r
ATTEST:
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 4 of 5
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City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 5 of 5
Exhibit A
January 2015-September 2015
Skyhawks Basketball and Basketball Camp
Skyhawks Cheerleading and Cheerleading Camp
Skyhawks Soccer and Soccer Camp
Skyhawks Baseball/Softball and Camp
Skyhawks Mini-Hawk and Camp
Skyhawks Roller Hockey and Roller Hockey Camp
Skyhawks Volleyball and Volleyball Camp
Skyhawks Multi-Sport and Multi-Sport Camp