Resolution - 2015 - 14-28 - Establish And Independent Contractor Agreement For Parks/Recreation Programs - 01/13/2015 RESOLUTION 14-28
A RESOLUTION OF THE CITY OF EAGLE, IDAHO, ESTABLISHING AN INDEPENDENT
CONTRACTOR AGREEMENT FOR PARKS AND RECREATION PROGRAMS;
PROVIDING AUTHORIZATION FOR THE MAYOR OR HIS DESIGNEE IN THE PARKS
AND RECREATION DEPARTMENT TO EXECUTE SUCH AGREEMENTS ON BEHALF
OF THE CITY; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City is interested in providing and enhancing educational and
recreational opportunities with the Eagle community by offering parks and recreation programs
and classes; and
WHEREAS, the City's Parks and Recreation Department desires to enter into
independent contractor agreements with instructors who have specialized training, experience
and skill, and who are willing to dedicate such skill and expertise to the instruction of others.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF EAGLE, IDAHO, as follows:
Section 1: The City of Eagle hereby adopts the Agreement for Independent Contract
Instructor (the "Instructor Agreement"), attached hereto as Exhibit A and incorporated herein by
this reference, for use by the City's Parks and Recreation Department for its programs and
classes.
Section 2: The Mayor of the City of Eagle or his designee, the Parks and Recreation
Department Director, are authorized to execute the Instructor Agreement on behalf of the City of
Eagle.
Section 3: This resolution shall be in full force and effect immediately upon its adoption
and approval.
ADOPTED by the Eagle City Council, Eagle, Idaho, this /3 f-k day of i-ar\u Q,- , 2015.
APPROVED:
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ATTEST:
A 46 G•••�?O I ••.
Sharon . Bergmann v "�
City Clerk/Treasurer = *
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.SEAL
RESOLUTION NO. 14-28 �'��J'J•.ra,enn ;:•••Q .�
PAGE 1 �.OF; ,
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CITY OF EAGLE
PARKS AND RECREATION DEPARTMENT
Agreement for Independent Contract Instructor
This Agreement is entered into this day of , 20 , by and
between the CITY OF EAGLE, an Idaho municipal corporation ("City") and [name of
instructor], an [individual person]/[a corporation/limited liability company organized under the
laws of the state of Idaho], whose address is [address] ("Instructor"). City and Instructor are
sometimes collectively referred to herein as the "Parties."
WHEREAS, City and Instructor are mutually interested in providing and enhancing
educational and recreational opportunities in the Eagle community; and
WHEREAS, Instructor has specialized training, experience, and skill and is willing to
dedicate such skill to the instruction and edification of others.
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, and in consideration of the recitals above, which are incorporated
herein, City and Instructor agree as follows:
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). Instructor shall perform
the services and work under this Agreement in a timely manner in accordance with the dates and
times set forth in Exhibit A.
2. TERM; RENEWAL; AND TERMINATION. This Agreement shall be for a
[length] term. This Agreement may be renewed for additional [length—same as original term]
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. Notwithstanding any provision of this
Agreement, Instructor shall not be relieved of liability to City for damages sustained by City by
virtue of any breach of this Agreement by Instructor, and City may withhold any payments to
Instructor for the purposes of set-off until such time as the exact amount of damages due City
from Instructor is determined. This provision shall survive the termination of this Agreement
and shall not relieve Instructor of liability to City for damages.
3. COMPENSATION. The City shall pay Instructor for services rendered under
this Agreement at the rate of[percentage or flat fee] of the total revenue generated by registration
fees remitted for the class. This amount shall constitute full compensation for any and all
services, materials, and costs performed or furnished by Instructor. Fees for materials and
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 1 of 6
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. 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.
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 state or federal income tax; payment of all taxes and other
assessments on such sums shall be the sole responsibility of Instructor.
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. 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.
7. INDEMNIFICATION AND WAIVER. Instructor and each and all of
Instructor's employees, agents, contractors, officials, officers, servants, guests, and/or invitees
shall, and hereby does, indemnify, save and hold harmless, release and forever discharge the City
of Eagle, its officers, agents, employees and volunteers from and for any and all losses, claims,
actions,judgments for damages, or injury to persons or property and losses and expenses caused
or incurred by Instructor or any employee, agent, contractor, official, officer, servant, guest
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 2 of 6
and/or invitee thereof, at or in its use of City property, facilities, or equipment or any lack of
maintenance or repair thereon and not caused by or arising out of the tortious conduct of City,
regardless of the manner by which such claim may be brought.
8. 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.
9. 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.
10. 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.
11. 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.
12. NOTICE. Communication between the Parties regarding day-to-day matters
(e.g., issued related to scheduling and venue) shall occur via e-mail, facsimile or telephone. 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 [Instructor Company]
Attn: Mike Aho [Instructor Name]
660 E. Civic Lane [Instructor Address]
P.O. Box 1520 [Instructor Address]
Eagle, ID 83616 [Instructor Address]
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
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 3 of 6
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. COMPLIANCE WITH LAWS. Each party shall comply with all applicable
Federal, State and local laws and regulations.
16. 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.
17. ASSIGNMENT. This Agreement may not be assigned or delegated by either
party without prior written consent of the other party.
18. 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.
19. 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.
20. GOVERNING LAW. This Agreement will be construed in accordance with the
laws of the State of Idaho.
21. 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.
22. 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.
23. 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
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 4 of 6
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.
[ALTERNATE PARAGRAPH FOR BUSINESS INSTRUCTORS]:
24. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE: INDEPENDENT CONTRACTOR:
By:
James D. Reynolds, Mayor Its:
ATTEST:
Sharon K. Bergmann, City Clerk/Treasurer
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 5 of 6
EXHIBIT A
SCOPE OF SERVICES
1. Set up classroom to meet the needs of the class and participants.
2. Lead, instruct, and demonstrate the appropriate activities related to safe [activity] and
curriculum.
3. Provide a nurturing and supportive environment that encourages participants in their
efforts.
4. Complete and submit all reports and participant tracking information as required by the
City for this class.
5. [Name of class] class will be held from [beginning date] to [end date] on [day(s) of
week], at [time], at [place + address].
6. [Number of minutes] minutes in duration, [number of classes] classes per week and
[number of weeks] weeks per session.
7. [Additional services]
City of Eagle
Department of Parks and Recreation
Agreement for Independent Contract Instructor
Page 6 of 6