Independent Contractor - 2016 - Outdoor Event Group - 5/24/2016CITY OF EAGLE PARKS AND RECREATION DEPARTMENT
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made and entered into this 9 qA day of May, 2016, 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 for Eagle Fun Days on July 9, 2016; and
WHEREAS, Contractor desires to act as an independent contractor to the City for the
purpose of organizing and operating a parade for Eagle Fun Days.
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 9, 2016; (d) utilize Go Out Local as the exclusive digital
media sponsor for the parade; (e) create and deliver an evaluation and recap of the parade no later
than August 8, 2016; and (e) any other services relating to organizing and operating the Eagle Fun
Days Parade as agreed to in writing between the Parties.
2. Term, Renewal and Termination. This Agreement shall commence from the date
first indicated above and terminate on or before August 8, 2016. 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 FIVE
THOUSAND DOLLARS and NO/100 ($5000.00). 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
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
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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, 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
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
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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, 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
Attn: Mike Aho
P.O. Box 1520
Eagle, ID 83616
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.
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.
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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:
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Stan Ridgeway, Mayor
ATTEST:
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Sharon K. Bergmann, City Clerk/Treasurer
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STATE OF IDAHO )
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County of Ada )
CONTRACTOR:
On this Jr _day of May, 2016, 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 have 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 )
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On this day ofd, 2016, 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.
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IN WITNESS WHEREOF, I h,4�'�#
day and year first above written. •••o• ps o......���,�
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City of Eagle Parks and Recreation Department
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my hand and affixed my official seal the
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