Independent Contractor - 2020 - FEMA Grant Procurement Services - 8/25/2020PROFESSIONAL SERVICES AGREEMENT
(FEMA GRANT PROCUREMENT SERVICES)
This, Professional Services Agreement ("Agreement") is made effective this of b day of
, 2020 by and between City of Eagle, Idaho, an Idaho municipal corporation ("City"),
and ; ward Sloan, an individual ("Consultant").
RECITALS
WHEREAS, the Federal Emergency Management Agency ("FEMA") awards grant funds to
eligible state and local cities ranging from hazard mitigation to preparedness grants;
WHEREAS, City desires to hire Consultant to provide professional services to assist in
obtaining grant monies from FEMA under the terms of this Agreement and as requested by the City.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein
contained, the parties agree as follows:
1. Incorporation of recitals: The above Recitals are a material part of this Agreement and
are incorporated into the Services of this Agreement by reference as though they were fully set forth
herein.
2. Services: The professional services to be performed under this Agreement are noted in
Exhibit A attached hereto and incorporated by reference herein.
3. Compensation and Payment: Hourly rates for Consultant shall be one hundred dollars
($100.00) per hour however, Consultant's compensation under this Agreement shall not exceed a total of
Ten Thousand Dollars ($10,000). Consultant shall first obtain written permission from City before
performing any work under this Agreement that will cause performance under this Agreement to exceed
$10,000.
(a) Consultant shall maintain time records and provide monthly invoices in a format
acceptable to City for work performed to the date of the invoice. Each invoice shall specify charges as
they relate to the tasks performed. Each invoice shall also specify current billing and previous payments,
with a total of costs incurred and payments made to date.
Professional Services Agreement -1
(b) All invoices shall be paid by City within forty-five (45) days of receipt of proper
invoice.
4. Independent Contractor: At all times during the term of this Agreement, Consultant
shall be an independent contractor and shall not be an employee of the City. The City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this
Agreement. The City shall not have the right to control the means and methods by which Consultant
accomplishes services rendered hereunder. Consultant shall indemnify the City against any liability
arising out of an allegation or finding that Consultant is not an independent contractor. As a self-
employed person, Consultant is not entitled to employee benefit programs or any protection afforded to
employees of the City. In addition, the Consultant will be solely responsible for payment of all federal
and state taxes, will not be an employee of the City for worker's compensation purposes or any other
purposes, and will not have unemployment insurance benefits.
5. Indemnification: Consultant shall agree to indemnify and save and hold harmless City
from and for any and all losses, claims, actions, judgment 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.
6. Proprietary Ri huts,: Consultant agrees that all data, reports, graphics, tables and other
work product created solely or jointly by Consultant, its employees, associates or subcontractors, arising
from work performed hereunder, or previously conceived in anticipation of consulting work to be
performed in regard to the City's engagement of Consultant, shall be deemed "work made for hire" and
constitutes property of the City. Consultant shall cause all of its employees, associates, or
subcontractors assisting in creating the work product to execute a similar acknowledgment that the work
product is "work made for hire." "Work Product" shall mean all documentation, creative works, know-
how, and information created on behalf of the City in whole or part by Consultant and all of his
employees, associates or subcontractors assisting in creating the work product within the scope of this
Agreement, whether or not copyrightable or otherwise protectable.
7. Equipment, materials, supplies: Consultant shall supply, at Consultant's sole expense,
all equipment, tools, materials, and/or supplies to accomplish the services to be provided under this
Agreement.
8. Notice: Communication between the Parties regarding day-to-day matters shall occur via
e-mail or telephone. For Clarification on or direction regarding day-to-day matters, the point of contact
for the City shall be the Eagle City Clerk's office. All other notices required to be given by either of the
Parties shall be in writing and be deemed communicated when personally served, or mailed in the
United States mail, addressed as follows
City of Eagle
Attn: Eagle City Clerk
Email: clerks@cityofeagle.org
Phone: (208) 939-6813
Consultant
Attn: Edward Sloan
Email: esloan50@outlook.com
Phone: (208) 830-5327
k:lclerkslcontract-agreements120201professional services agreeement ed sloan.doc
9. Assignment: This Agreement may not be assigned or delegated by either party without
prior written consent of the other party.
10. Amendments: This Agreement may be amended only in writing upon mutual agreement
of both City and Consultant.
11. Attornev'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.
12. Governing Law: This Agreement will be construed in accordance with the laws of the
State of Idaho. The Parties submit to the jurisdiction of Idaho courts and agree that proper venue for any
suit concerning this Agreement shall be in the Fourth Judicial District of the State of Idaho, in and for
Ada County.
13. Entire Agreement: This Agreement constitutes the entire agreement between the Parties
relative to the subject matter hereof. Statements or representations of any kind not embodied herein
shall be of no force or effect. This Agreement may only be modified in writing.
14. 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.
15. Severability: If any provision of this Agreement, or the application of such provision to
any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of
such provision to persons or circumstances other than those as to which it is held invalid, shall not be
affected thereby.
16. Approval: The City and Consultant each acknowledge that this Agreement, even though
agreed upon by the City's representatives, is not binding upon the 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
CITY OF EAGLE:
n Pierce, Mayor
ATTEST:
Sharon /ergmann, City Clerk/ reasurer
CONS
By: -
Edward Sloan
k:lclerks\contract-agreements120201professional services agreeement ed sloan.doc
Exhibit A — Scope of Services
Consultant to Eagle City Staff on Public Assistance Recoveries — DR 4534
G Identifying cost recovery strategies and types of recovery items to submit
• Guidance on collecting and formatting information for input into the Grants Manager program
• Guidance on Grants Manager input
G Attend FEMA meetings with City Staff to provide support
O Other support as identified and requested by City
k:lclerks1contract-agreements120201professional services agreeement ed sloan.doc