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Independent Contractor - 2017 - Eagle Fun Days Outdoor Event Group - 1/24/2017CITY OF EAGLE INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made and entered into this Q YA day of January, 2017, by and between the City of Eagle, Idaho, an Idaho municipal corporation ("City") and Outdoor Event Group, 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 organize and operate a parade and other events for Eagle Fun Days, to be held July 7 and 8, 2017, which events may include but are not limited to: Rocky Mountain Oyster Feed, Barbeque Cook -Off, and Downtown Obstacle Course (the parade and other events are hereinafter collectively referred to as the "Eagle Fun Days Events"), and to seek sponsorships for the Eagle Fun Days Events and related events operated by the City including, but not limited to: Fireworks Show, Stage Entertainment, Fun Run, and Family Fun Night (the City -operated events are hereinafter collectively referred to as the "Related Events"); and WHEREAS, Contractor desires to act as an independent contractor to the City for the purpose of organizing and operating the Eagle Fun Days Events, and to seek sponsorships for the Eagle Fun Days Events and the Related Events. 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) Recruit and obtain parade entries; (b) Recruit and manage volunteers to assist in the operations of the parade; (c) manage and operate the parade on July 7 and 8, 2017; (d) utilize Go Out Local as a digital media sponsor for the parade; (e) recruit and obtain sponsorships for the Eagle Fun Days Events and Related Events, including developing a sponsorship agreement in consultation with the City and entering into sponsorship agreements with sponsors; (f) create and deliver an evaluation and recap of the parade and other events no later than August 9, 2017; and (g) any other services relating to organizing and operating the Eagle Fun Days Events as agreed to in writing between the Parties. Contractor shall render the services in a professional, diligent, careful and thorough manner consistent with good business practice. Time shall be of the essence with respect to all matters set forth in this Agreement. 2. Term, Renewal and Termination. This Agreement shall commence from the date first indicated above and terminate on or before August 9, 2017. The City may, at its sole option, extend the Agreement for one additional term on the same terms and conditions as contained herein, or as modified pursuant to the Parties' mutual written consent. Any such extension and modification of this Agreement must be approved by the City Council. 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. City of Eagle Independent Contractor Agreement Page 1 of 1 3. Compensation and Payment. The City shall pay Contractor for its services as set forth in this paragraph. 3.1 Fee for Services. For the services described in paragraph 1(a) — (d), and (f) — (g) of this Agreement, the fee payable by City to Contractor shall be TEN THOUSAND DOLLARS and NO/100 ($10,000.00). This fee is payable in two installments of $5,000, the first of which shall be paid on or before June 15, 2017 and the second of which shall be paid on or before July 15, 2017. Contractor shall submit monthly reports to the City Clerk and Director of the Parks & Recreation Department identifying the services performed during the preceding month including a list of contacts with all prospective sponsors, and all sponsorship contracts secured during the period. 3.2 Commission. The City shall pay Contractor a commission of ten percent (10%) of all sponsorship funds obtained by Contractor. Sponsorship agreements secured by Contractor shall instruct sponsors to make checks payable to the City of Eagle. Contractor shall remit all sponsorship agreements and sponsorship funds to the City Clerk on the following schedule, together with an itemized monthly invoice to the City Clerk showing all sponsorships obtained and the amount of each: • No later than May 5, 2017 for sponsorship funds received from the effective date of this Agreement through May 1, 2017. • No later than June 5, 2017 for sponsorship funds received from May 2 through June 1, 2017. • No later than July 5, 2017 for sponsorship funds received from June 2 through July 1, 2017. • No later than August 5, 2017 for sponsorship funds received from July 2 through August 1, 2017. Payments through the City are processed by -monthly. Contractor can expect the City to issue and mail commission payments forty-five (45) days after receipt of invoice from Contractor. Although Contractor may permit sponsors to pay in multiple installments, the City will not pay a commission on a sponsorship until all moneys from that sponsor are received by the City. In no event will Contractor be permitted to receive multiple commissions for the same sponsor. The City reserves the right to reject sponsors and return sponsorship moneys if the City determines, in its sole discretion, that the sponsor does not reflect the City's values and the community spirit of the Eagle Fun Days Events. 3.3 No Guarantee of Work. The City does not guarantee any or minimum amount of work for Contractor. 3.4 Performance. No payment under this Agreement shall be conclusive evidence of performance of this Agreement by Contractor, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Contractor of liability for the defective, faulty or incomplete rendition of the services. City of Eagle Independent Contractor Agreement Page 2 of 2 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 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 Rikhts. Contractor agrees that all work product created solely or jointly by Contractor, his 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 his employees, associates, or subcontractors assisting in creating the work product to execute a similar acknowledgment that the work product City of Eagle Independent Contractor Agreement Page 3 of 3 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 his employees, associates or subcontractors assisting in creating the work product within the scope of this Agreement, whether or not copyrightable or otherwise protectable. 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, drawings, 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 or telephone and should be directed to the attention of Christina Coats, Administrative Assistant Eagle Parks & Recreation Department, or designee, as follows: City of Eagle Parks & Recreation Department P.O. Box 1520 Eagle, ID 83616 Email: ccoats@ rtyofea lg e_org Phone: (208) 489-8763 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 City Clerk's Office Attn: Sharon Bergmann P.O. Box 1520 Eagle, ID 83616 City of Eagle Independent Contractor Agreement Page 4 of 6 Outdoor Event Group Attn: Mike Ensch 4002 S. Ticonderoga Way Boise, ID 83706 12. Assignment. This Agreement may not be assigned or delegated by either party without prior written consent of the other party. 13. 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. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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: Stan Ridgeway, Mayo City of Eagle Independent Contractor Agreement Page 5 of 6 CONTRACTOR: By: Mike - utdoor Event Group ATTEST: I'a - _Cjs=a -X- iL -a� Sharon K. Bergmann, City Clerk/Treasurer STATE OF IDAHO ) ) ss. County of Ada ) On this _� day of January, 2017, before me, a Notary Public, personally appeared Stan Ridgeway, 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 hav tc day and year first above written. OSSOJ4 ��rolp'00044j Iwo..*'' STATE O1 STATE OF IDAHO ) ss. County of Ada ) set my hand and affixed my official seal the Expires: On this -Z day of 9/) , 2017, before me, a Notary Public, personally appeared Mike Ensch, known to me to be the individual Contractor in said Agreement, 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 in his behalf. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. %stool 9.16"", 1" ■° o T ° `p�Iptary 6blic for Idaho Residing a, lwz7l4w My Commiss on Expires: City of Eagle Independent Contractor Agreement Page 6 of 6 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 6/9/2017 Kaliff Insurance 2009 NW Military Hwy San Antonio TX 78213 Sandra Bakalyar (210)829-7634 (210)829-7636 sandy@kaliff.com Outdoor Event Group, LLC 4002 S. Ticonderoga Way Boise ID 83706 Certain Underwriters at Lloyd's CL176918821 A X X X Terrorism Coverage X X MKL02655 6/8/2017 6/8/2018 1,000,000 100,000 EXCLUDED 1,000,000 2,000,000 2,000,000 ADDITIONAL INSURED AS RESPECTS TO INSURED'S OPERATIONS: Ada County Hwy District and ACHD Mitchell Kaliff/BAJ Ada County Hwy District ACHD 3775 Adams Street Boise, ID 83714 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 6/9/2017 Kaliff Insurance 2009 NW Military Hwy San Antonio TX 78213 Sandra Bakalyar (210)829-7634 (210)829-7636 sandy@kaliff.com Outdoor Event Group, LLC 4002 S. Ticonderoga Way Boise ID 83706 Certain Underwriters at Lloyd's CL176918821 A X X X Terrorism Coverage X X MKL02655 6/8/2017 6/8/2018 1,000,000 100,000 EXCLUDED 1,000,000 2,000,000 2,000,000 ADDITIONAL INSURED AS RESPECTS TO INSURED'S OPERATIONS: City of Eagle Mitchell Kaliff/BAJ City of Eagle 660 E. Civic Ln. Eagle, ID 83616