Independent Contractor - 2015 - Merrill / Locate Trail & Maintenance - 2/15/2015 CITY OF EAGLE PARKS AND RECREATION DEPARTMENT
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made and entered into this day day of February, 2015, by
and between the City of Eagle, Idaho, an Idaho municipal corporation ("City") and Nancy
Merrill, an individual ("Contractor"). City and Contractor are sometimes collectively referred to
herein as the "Parties."
WHEREAS, the City desires to retain the services of Contractor to identify and locate
trail easements and maintenance agreements related thereto entered into with the City of Eagle;
and
WHEREAS, Contractor desires to act as an independent contractor to the City for the
purpose of identifying and locating trail easements and related maintenance agreements.
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. Services. Contractor shall provide the following services: (a) identify and locate
trail easements within the City, including obtaining all written documentation for such
easements, maps and other evidence of such easements; (b) locate and identify all maintenance
agreements entered into by the City for such trail easements, including obtaining all written
documentation for such maintenance agreements; and (c) any other services relating to parks,
trails and pathways as agreed to in writing between the Parties. Contractor shall perform the
services and work under this Agreement in a timely manner.
2. Term, Renewal and Termination. This Agreement shall commence from the
date first indicated above and terminate at the end of the hours set aside or September 15, 2015
whichever comes first. The City may terminate this Agreement immediately upon any breach of
performance specified in this Agreement by Contractor or any violation of State, Federal or local
law.
3. Compensation and Payment. The fee payable by City to Contractor shall be at a
rate of $50.00 per hour, not to exceed a total of $5,000.00 in any one term. Contractor shall
submit an itemized monthly billing statement to the City Clerk. The City does not guarantee any
stated or minimum amount of work for Contractor. The City shall pay Contractor within five (5)
days of approval of each billing statement by the City Council.
4. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an employee of the City. The City
shall have the right to control Contractor only insofar as the results of Contractor's services
rendered pursuant to this Agreement. The City shall not have the right to control the means and
methods by which Contractor accomplishes services rendered hereunder. Contractor shall
indemnify the City against any liability arising out of an allegation or finding that Contractor is
City of Eagle Parks and Recreation Department
Independent Contractor Agreement
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not an independent contractor. Contractor is not entitled to employee benefit programs or any
protection afforded employees of the City of Eagle. Contractor 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 Contractor 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.
5. Indemnification, Insurance and Waiver. Contractor and each and all of
Contractor's employees, agents, contractors, 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 Contractor or any employee, agent, contractor, officer, servant, guest 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 the City, regardless of
the manner by which such claim may be brought. Contractor shall at all times during the term of
this Agreement, at Contractor's sole cost and expense, obtain and keep in force comprehensive
general insurance as may be required by law, which insurance shall name the City as additional
insured. If Contractor has employees, she shall provide the City proof of Worker's
Compensation insurance, as required by Idaho law. The City does not insure Contractor against
all or any part of Contractor's liability for injury resulting from an act or omission in the
Contractor's performance of any work or services under this Agreement.
6. Contractor Not Agent. Except as the City may specify in writing, Contractor
shall have no authority, express or implied, to act on behalf of the City in any capacity
whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this
Agreement, to bind the City to any obligation whatsoever.
7. Compliance with Laws. Contractor agrees to comply with all local, State and
Federal laws when performing services under this Agreement.
8. Proprietary Rights. Contractor agrees that all work product created solely or
jointly by Contractor, her 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 Contractor, shall be deemed "work made for hire" and constitutes
property of the City. Contractor shall cause all of her 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, manuals, teaching
material, creative works, know-how, and information created on behalf of the City in whole or
part by Contractor and all of her employees, associates or subcontractors assisting in creating the
work product within the scope of this Agreement, whether or not copyrightable or otherwise
protectable.
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Independent Contractor Agreement
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9. Confidentiality. To the extent possible under Idaho law, Contractor and the City
shall maintain in confidence (a) the subject matter of this Agreement; (b) the consulting work
carried out hereunder; (c) any work product or document/programs conceived hereunder; and (d)
any business or technical information of the City acquired by Contractor as a result of the
consulting work carried out pursuant to this Agreement, and neither party shall, without the
other's prior written authorization, directly or indirectly use, publish, or discuss to others any
work product, information, data, designs, results or opinions resulting from the consulting work
carried out pursuant to this Agreement. These obligations of confidentiality shall continue
throughout the duration of this Agreement and thereafter. Nothing promised within this clause
shall be construed to limit the applicability of the Idaho Public Records Act.
10. Records. Contractor shall keep full and accurate records of all work performed
under this Agreement. All records, sketches, drawing, prints, computations, charts, reports and
other documentation made in the course of the consulting work performed hereunder, or in
anticipation of the consulting work to be performed in regards to this Agreement, shall at all
times remain the sole property of the City. Contractor shall turn over to the City all copies of
such documentation on request of the City. Contractor shall abide by the Idaho Public Records
Act and coordinate any requests with the City Clerk and City Attorney.
11. Notice. Communication between the Parties regarding day-to-day matters shall
occur via email, 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 Nancy Merrill
Attn: Mike Aho 690 Opuntia Way
P.O. Box 1520 Eagle, ID 83616
Eagle, ID 83616
12. Assignment. This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
13. Attorney's 'eNs: The prevailing party in any claims or disputes arising out of
this Agreement shall be e,Rtitteet5.6rrezover reasonably attorney's fees in addition to other relief
which a court of competent tirisdic onTcnay award.
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14. Govlr ing Law; This agreement will be construed in accordance with the laws
of the State of Idaho. ..
15. Steering' Committee. This Agreement will be overseen by a Steering
Committee. The members of the Steering Committee will be Mike Aho, Bill Vaughan and Don
Stockton. Work activities will be approved and coordinated on a weekly basis by the Committee
after submission of a monthly work plan by the Contractor. Incidental expenditures must have
prior approval by the Committee and said expenditures will be paid out of the Park and
Recreation Budget.
City of Eagle Parks and Recreation Department
Independent Contractor Agreement
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16. 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.
17. 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.
18. 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.
19. Approval. The City and Contractor 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: CONTRACTOR:
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By: Alt _ - __ A-
mes D. Reynold rir yor Nanc Merril/
ATTEST:
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Sharon Bergmann, City Clerk/Tr:asurer =* v R': c
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City of Eagle Parks and Recreation Department
Independent Contractor Agreement
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STATE OF IDAHO )
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County of Ada )
On this a25 day of February, 2015, before me, a Notary Public, personally appeared
James D. Reynolds, known to me to be the Mayor of the City of Eagle, that he executed the said
City of Eagle Parks and Recreation Department Independent Contractor Agreement, and
acknowledged to me that he executed the foregoing instrument for and on behalf of the City of
Eagle.
IN WITNESS WHEREOF, I iave.,,hereunto set my hand and affixed my official seal the
day and year first above written,".
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STATE OF IDAHO )
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County of Ada )
On this Z-' day of February, 2015, before me, a Notary Public, personally appeared
Nancy Merrill, known to me to be the individual Contractor in said Agreement, that she executed
the said City of Eagle Parks and Recreation Department Independent Contractor Agreement, and
acknowledged to me that she executed the foregoing instrument for and in her behalf.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
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1.1 CraR � '�,� Notary Public for Idaho
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City of Eagle Parks and Recreation Department
Independent Contractor Agreement
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