Service Solicited - 2024 - Committed Events LLC - Audio Visual Production ServicesCITY OF EAGLE
PROFESSIONAL SERVICES AGREEMENT
(Audio Visual Production Services)
This Professional Services Agreement ("Agreement") is entered into this 17 day of
N 2024, by and between the City of Eagle, an Idaho municipal corporation ("City") and
CommFtted Events LLC, an Idaho limited liability company ("Contractor"). The Cityand
P Y"
( )
Contractor are sometimes collectively referred to herein as the "Parties."
RECITALS
WHEREAS, the City desires to contract for audio visual production services for City of
Eagle events;
WHEREAS, Contractor possesses the requisite qualifications, skills and the experience
necessary to provide prepare the survey and reports contemplated in this Agreement;
WHEREAS, the Idaho Legislature during its 2023 legislative session passed an act,
codified at Idaho Code § 67-2359, requiring public entities of the State of Idaho to include in
certain contracts for services (including any renewals of such contracts) a written certification that
the Vendor/Contractor is not currently owned or operated by the government of China and will not
for the duration of the contract be owned or operated by the government of China; and
NOW THEREFORE, and in consideration of the mutual promises contained herein, the
Parties agree to the following:
1. Incorporation of recitals: The above Recitals are a material part of this
Agreement and are incorporated into the Services of this Agreement by reference as though they
were fully set forth herein.
2. Services: The Contractor and/or its subcontractors shall prepare a site report which
includes the deliverables identified in Exhibit A attached hereto and incorporated herein.
3. Ownership and Intellectual Property: All materials produced for the City by
Contractor under this Agreement shall become the property of the City except Contractor shall
retain sole ownership of any know-how, software, source code, tools and methodologies developed
by Contractor (hereinafter "work Product"). Contractor hereby grants to City a royalty -free, non-
exclusive, worldwide, perpetual, fully transferable license to use, reproduce or create derivative
works of the Work Product.
Reviewed by City Attorney 04/24/2024.
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4. Compensation: The Contractor shall be paid for its services in an amount not to
exceed EIGHT THOUSAND DOLLARS AND ZERO CENTS ($8,000.00) as identified in
Exhibit B for each phase of work performed.
5. Additional Expenses: Usual and customary office expenses, as well as mileage
compensation, shall not be considered for reimbursement to the Contractor. However, should other
services be needed by the contractor prior written approval must be obtained by the City, for said
expenses to be available for reimbursement.
6. Equipment, Materials, Supplies: Contractor shall supply, at Contractor's sole
expense, all equipment, tools, materials, and/or supplies to accomplish the services to be provided
under this Agreement.
7. Payment: The Contractor shall submit an invoice for payment to Eagle City Hall,
P.O Box 1520, Eagle, Idaho 83616. Payment of Contractor's invoice cannot be made until a copy
of Contractor's W-9 is provided to the City. Payment shall be made within thirty (30) days of
receipt invoice. Should the 30th day fall on a weekend, the payment shall be due the following
Monday. An additional charge of 1.5% per month shall accrue per month of unpaid balance.
8. Taxes: The Contractor assumes full and sole responsibility for payment of state and
federal income tax, withholdings, social security, and other payroll taxes on any income
attributable to the Contractor arising from compensation provided under this Agreement. As such
the contractor shall be required to submit a completed W-9 prior to payment of its invoice.
9. 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. City shall
have the right to control Contractor only insofar as the results of Contractor's services rendered
pursuant to this Agreement. 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.
10. Contractor not Agent: Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, pursuant to this Agreement, to bind
City to any obligation whatsoever.
Reviewed by City Attorney 04/24/2024.
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11. Nondiscrimination: Contractor agrees not to discriminate against any person
because of race, color, religion, sex, national origin, age, disability or marital status in any activity
for which Contractor is providing services under this Agreement.
12. Indemnification: Contractor agrees to indemnify and save and hold harmless City
from and for any and all losses, claims, actions, judgment for damages, or injury to persons or
property and losses and expenses and other costs including litigation costs and attorney's fees,
arising out of, resulting from, or in connection with the performance of this Agreement
13. Notice: Communication between the Parties regarding day-to-day matters shall
occur via e-mail or telephone. For Clarification on or direction regarding day-to-day matters. 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 of Eagle
Attn: Recreation Department
660 E. Civic Lane
P.O. Box 1520
Eagle, ID 83616
Phone: 208-939-0227
CONTRACTOR:
Rob Baker
200 N Summerwind Dr
Nampa, ID 83651
r.baker.committed@gmail.com
(208) 371-4220
14. Compliance with Laws: Each party shall comply with all applicable Federal, State
and local laws and regulations.
15. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
16. 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.
17. 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.
18. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
19. 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.
Reviewed by City Attorney 04/24/2024.
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20. Statory Certifications: In accordance with Idaho Code Section 67-2359 Rob
Baker (company) hereby certities that it is not owned or operated by the Government of China, as
defined in said code section, and that during the Term of this Agreement it will not be owned or
operated by the Government of China.
21. Severability: If any part of this Agreement is held to be invalid or unenforceable,
such holding will not affect the validity or enforceability of any other part of this Agreement so
long as the remainder of the Agreement is reasonably capable of completion.
22. 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:
Mayor
ATTE
City Clerk
Reviewed by City Attorney 04/24/2024.
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CONTCTOR:
Rob Baker, Manager
Committed Events LLC
EXHIBIT A
SCOPE OF SERVICES
• Contractor shall provide audio and visual production services for the following agreed
upon events at their required dates, times, and locations of activities:
o Eagle Concert Series
• Location
• Eagle Library (100 N Stierman Way, Eagle, ID 83616)
• Dates of Events
• May 30th, 2024 from 6:30 PM — 9:00 PM
• June 27th, 2024 from 6:30 PM — 9:00 PM
o Eagle Fun Days
• Location
• Eagle Library (100 N Stierman Way, Eagle, ID 83616)
• Date of Event
• July 13th, 2024 from 11:00 AM — 10:00 PM
o Eagle Harvest Fest
• Location
• Eagle City Hall (660 E Civic Ln, Eagle, ID 83616)
• Date of Event
• October 12th, 2024 from 10:00 AM — 4:00 PM
o Eagle Country Christmas
• Location
• Eagle City Hall (660 E Civic Ln, Eagle, ID 83616)
• Date of Event
• December 7th, 2024 from 6:00 PM — 8PM
• December 14th, 2024 from 12:00 PM — 5:00 PM
• Contractor shall allocate time for proper set-up and tear -down of all needed supplies and
equipment to properly perform agreed upon services for all events.
• Contractor shall supply all audio equipment needed to properly perform agreed upon
services.
Reviewed by City Attorney 04/24/2024.
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EXHIBIT B
COMPENSATION
• Contractor shall be compensated for each individual event as follows:
o Eagle Concert Series
• $1,000 for two occurrences.
o Eagle Fun Days
• $3,000 for a single occurrence.
o Eagle Harvest Fest
• $1,000 for a single occurrence.
o Eagle Country Christmas
• $1,000 for two occurrences.
• Contractor will receive compensation for each event occurrence individually.
Reviewed by City Attorney 04/24/2024.
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