Independent Contractor - 2023 - Outdoor Event Group - Eagle Fun Days - 3/14/2023 CITY OF EAGLE
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made and entered into this day of 2023, 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 March 22, 2022 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 for the City's Eagle Fun Days,to be held July 8, 2023, (the parade operated by Contractor shall be
referred to as the"Parade"),and
WHEREAS, Contractor desires to act as an independent contractor to the City for the purpose of
organizing and operating the Parade.
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. Incorporation Of Recitals. The above Recitals are a material part of this Agreement
and are incorporated by reference as though they were fully set forth herein
2. 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 8, 2023; (d) recruit and manage traffic control services for road closures during the
Parade; (e) recruit and manage security during the Parade and apply for City of Eagle Open Container
permit for the Parade on July 8, 2023; (f)apply for City of Eagle event and ACHD event permits and pay
all applicable fees (g) create and deliver a written evaluation and recap of the Parade ("Event Summary
Report")no later than August 7, 2023; and (h) any other services relating to organizing and operating the
Parade 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.
3. Term,Renewal and Termination. This Agreement shall commence from the date first
indicated above and terminate on or before August 11, 2023. 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.
4. Compensation and Payment. The City shall pay Contractor for its services as set forth
in this paragraph.
City of Eagle
Independent Contractor Agreement
Page I of 6
4.1 Fee for Services. For the services described in paragraph 1(a)—(d), and(f)—(h)
of this Agreement, the fee payable by City to Contractor shall be TWELVE THOUSAND FIVE
HUNDRED DOLLARS and NO/100 $12,500.00). This fee is payable in two installments of
$6,250,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 14,2023. Contractor shall submit an Event
Summary Report to the City of Eagle Parks and Recreation Department identifying the services
performed and contacts made during Parade.
4.2 No Guarantee of Work. The City does not guarantee any or minimum amount of
work for Contractor.
4.3 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.
5. Independent Contractor. At all times during the term of this Agreement,Contractor shall
be an independent contractor and is not an employee,servant,agent,partner,or joint venture of or with the
City. The City shall have the right to control Contractor only insofar as the City determines the work to be
done by Contractor 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.
6. 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, 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 23,2023.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. Contractor's failure to provide City with proof
of either Certificate of Insurance or Worker's Compensation Insurance be the deadline set forth herein,
shall be a material breach of this Agreement.
City of Eagle
Independent Contractor Agreement
Page 2 of 6
7. 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.
8. Compliance with Laws. Contractor agrees to comply with all local, State and Federal
laws when performing services under this Agreement.
9. 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.
10. 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.
11. 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.
12. Notice. Communication between the Parties regarding day-to-day matters shall occur via
email or telephone and should be directed to the attention of Brian Allen, Parks and Recreation
Superintendent, or his designee, as follows:
City of Eagle Outdoor Event Group
Parks& Recreation Department Attn: Mike Ensch
Attn: Joshua Herker Email: mike ,outdooreventgroup.com
Email:jherkergcityogea lg e_org Phone: (208)720-7932
Phone: (208)489-8759
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
Independent Contractor Agreement
Page 3 of 6
City of Eagle Outdoor Event Group
City Clerk's Office Attn:Mike Ensch
Attn: Tracy E.Osborn 4002 S.Ticonderoga Way
P.O.Box 1520 Boise,ID 83706
Eagle,ID 83616
13. Assignment. This Agreement may not be assigned or delegated by either party without
prior written consent of the other party.
14. 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.
15. 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.
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.
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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: CONTRACTOR:
By:
Jaso Pi rce,Mayor Mike Ensch-Outdoor Event Group
ATTEST:
�F,'' P'C� '•. Off`.
Tracy E. born, City Clerk: --
•44
City of Eagle
Independent Contractor Agreement
Page 5 of 6
Exhibit A
• Contractor shall arrive with adequate time the day of the parade to prepare and set up the parade
for it to start at 1 PM.
• Contractor is responsible for organizing parade applicants,arranging their placements within the
parade,and ensuring participant number does not exceed 50 participants.
• Contractor is responsible for the set up and take down of the stage that is used for parade,creating
the script,and providing an M.C.for during the parade.
• Contactor is responsible for recruiting and organizing volunteers and personal staff.
• Contactor will work with traffic service and security to ensure the safety of participants and
viewers,to stay on schedule,and to minimize risks where able to.
City of Eagle
Independent Contractor Agreement
Page 6 of 6