Independent Contractor - 2017 - Outdoor Event Group - 11/14/2017CITY OF EAGLE
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made and entered into this ► day of November 201 7, 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, on January 24, 2017 the City and Contractor entered into an Independent
Contractor Agreement for the performance of services related to the City's Eagle Fun Days events,
which included a renewal option that allowed the City to renew the agreement for one additional
term; and
WHEREAS, the City again desires to retain the services of Contractor to organize and
operate a parade and other events for the City's Eagle Fun Days, to be held July 6 and 7, 2018,
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 operated by Contractor 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 6 and 7, 2018; (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, 2018; 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, 2018. The City may, at its sole option,
extend the Agreement for one additional term on the same terms and conditions as contained
City of Eagle
Independent Contractor Agreement
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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.
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 within thirty (30) days of the effective date of this
Agreement and the second of which shall be paid on or before July 15, 2018. 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 twenty percent
(20%) 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, 2018 for sponsorship funds received from the
effective date of this Agreement through May 1, 2018.
• No later than June 5, 2018 for sponsorship funds received from May 2
through June 1, 2018.
• No later than July 5, 2018 for sponsorship funds received from June 2
through July 1, 2018.
• No later than August 5, 2018 for sponsorship funds received from July 2
through August 1, 2018.
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.
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Independent Contractor Agreement
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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.
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. Contractor
shall provide City a Certificate of Insurance identifying proof of insurance as set forth herein and
identifying the City as an additional insured no later than June 30, 2018. If Contractor has
employees, it 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.
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Independent Contractor Agreement
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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
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 regard 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 Tim Williams, Parks,
Pathways & Recreation Department Director, or his designee, as follows:
City of Eagle
Parks & Recreation Department
Attn: Tim Williams
P.O. Box 1520
Eagle, ID 83616
Email: twilliams@citvofeagle.org
Phone: (208) 489-8763
City of Eagle
Independent Contractor Agreement
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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
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. Severabilitv,. 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.
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City of Eagle
Independent Contractor Agreement
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE:
Stan idgeway, Mayo
ATTEST:
Sharon K. Bergmann, City C1 rk/Treasurer
CONTRACTOR:
nsch-Outdoor Event Group
STATE OF IDAHO )
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County of Ada )
NOtabev-
On this (1 day of Urxe> 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 have hereunto set y hand and affixed my official seal the
day and year first above written. tor ,,,,,,+.
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STATE OF IDAHO ) •'''''''' gT'''''.
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County of Ada )
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On this day of Oeteber-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.
City of Eagle
Independent Contractor Agreement
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
City of Eagle
Independent Contractor Agreement
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