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Independent Contractor - 2025 - DJ Services For 4 City Events - 1/29/2025CITY OF EAGLE PROFESSIONAL SERVICES AGREEMENT (Agreement for Independent Contract DJ) This Professional Services Agreement ("Agreement") is entered into this L6\ day of 2025, by and between the City of Eagle, an Idaho municipal corporation ("City") and DJ Rory P LLC, an Idaho Limited Liability Company ("DJ"). The City and DJ are sometimes collectively referred to herein as the "Parties." RECITALS WHEREAS, the City desires to contract for DJ Services to be conducted 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, Contractor shall provide 4 services; 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; 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 legal 1/14/2025 Page 1 of 6 4. Compensation: The Contractor shall be paid for its services in an amount not to exceed THREE THOUSAND FIFTY DOLLARS AND ZERO CENTS ($3,050.00) as identified in Exhibit B for all phases 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. 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. Reviewed by legal 1/14/2025 Page 2 of 6 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: DJ Rory P LLC 3110 E Stone Point Dr. Boise, ID 83712 rorvndirorvi,.com 208-503-4771 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. Attornev'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. 20. Statutory Certifications: In accordance with Idaho Code Section 67-2359 (company) hereby certifies 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. Reviewed by legal 1/14/2025 Page 3 of 6 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: Brad Pike, Mayor ATTEST: Tracy E. Osbor 1ty Clerk Reviewed by legal 1/14/2025 CONTRACTOR: Rory Patterson ,%nnns+, ^ Go C. v O R O� f w , SEAL 'o •.,,xjE�OF 1 Page 4 of 6 Docusign Envelope ID: 9lE4115E-BA28-4D1D-9C01-DOOC36DDB33B 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: CONTRACTOR: DVoye'uSiyned by: Brad Pike, Mayor Rory (Patterson ATTEST: Tracy E. Osborn, City Clerk Reviewed by legal 1/14/2025 Page 4 of 7 EXHIBIT A SCOPE OF SERVICES • Contractor shall perform for the following agreed upon events at their required dates, times, and locations of activities: o Daddy Daughter Dance ■ Location ■ Eagle Academy (100 S Academy Ave, Eagle, ID 83616) ■ Date of Event ■ February 1, 2025, from 6:00 PM — 8:00 PM o Family Fun Night ■ Location ■ Eagle High School (574 N Park Ln, Eagle, ID 83616) ■ Date of Event ■ June 27, 2025, from 5:OOPM — 8:00 PM o Monster Mash ■ Location ■ Eagle City Hall (660 E Civic Ln, Eagle, ID 83616) ■ Date of Event ■ October 18, 2025, from 6:00 PM — 8:00 PM o Night of a Thousand Pumpkins ■ Location ■ Eagle City Hall (660 E Civic Ln, Eagle, ID 83616) ■ Date of Event ■ October 25, 2025, from 6:00 PM — 9:00 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 legal 1/14/2025 Page 5 of 6 EXHIBIT B COMPENSATION Compensation • Contractor shall be compensated for each individual event as follows: ■ Daddy Daughter Dance ■ $650 for a single occurrence. ■ Family Fun Night ■ $875 for a single occurrence. ■ Monster Mash ■ $650 for a single occurrence. ■ Night of a Thousand Pumpkins ■ $875 for a single occurrence. • Contractor will receive compensation for each event occurrence individually. Reviewed by legal 1/14/2025 Page 6 of 6