Independent Contractor - 2025 - Mike Gradian - DJ Services - 12/10/2025 CITY OF EAGLE
PROFESSIONAL SERVICES AGREEMENT
(DJ SERVICES)
This Professional Services Agreement("Agreement") is entered into this I 0 day of
ate: 2025, by and between the City of Eagle, an Idaho municipal corporation("City") and
Mike Gradian, an individual ("Contractor"). The City and Contractor 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 Recreation Daddy Daughter Dance;
WHEREAS, Contractor possesses the requisite qualifications, skills and the experience
necessary to provide DJ services contemplated in this Agreement;
WHEREAS, Contractor shall provide DJ Services for the Daddy Daughter Dance on
February 7, 2026, 6pm-8pm services;
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 provide the deliverables as
identified in Exhibit A attached hereto and incorporated herein.
3. Term; Renewal; AND Termination: This Agreement shall be for a single event
on February 7, 2026 from 6pm-8pm and any time needed to set up and take down equipment. This
Agreement may be renewed, annually if agreed to by the Contractor and City Council. The City
reserves the right not to renew this Agreement for any reason. Either party shall have the right to
terminate this Agreement at any time by giving 30 days written notice of such termination. The
City may terminate this Agreement immediately upon any breach of performance specified in this
Agreement by the Contractor or any violation of State, Federal or local law. Notwithstanding any
provision of this Agreement, Contractor shall not be relieved of liability to City for damages
sustained by City by virtue of any breach of this Agreement by Contractor,and City may withhold
any payments to Contractor for the purposes of set-off until such time as the exact amount of
damages due City from Contractor is determined. This provision shall survive the termination of
this Agreement and shall not relieve Contractor of liability to City for damages.
4. 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-
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exclusive, worldwide, perpetual, fully transferable license to use, reproduce or create derivative
works of the Work Product.
5. Compensation: The Contractor shall be paid for its services in an amount not to
exceed $600.00 as identified in Exhibit A for each phase of work performed.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
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12. 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.
13. 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.
14. 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 CONTRACTOR
Attn: Recreation Department 5th Empire
660 E Civic Ln/PO Box 1520 Mike Gradian
Eagle, ID 83616 1296 E Sharptail St
Phone: (208) 939-6813 Meridian, ID 83646
Email (general): parks@cityofeagle.org Email: mgradian@gmail.com
Email (financial): finance@cityofeagle.org Phone: (208) 350-1072
15. Compliance with Laws: Each party shall comply with all applicable Federal,State
and local laws and regulations.
16. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
17. 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.
18. 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.
19. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
20. 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.
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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:
Brad Pike, Mayor Mike Gradian
5th Empire
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Tracy E. , City Clerk O
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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: CO RAC OR:
Brad Pike, Mayor M. e n
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Tracy E. ,City Clerk p,
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EXHIBIT A
SCOPE OF SERVICES & COMPENSATION
Contractor shall perform for the following agreed upon event on the required date,time,
and location:
• Daddy Daughter Dance
■ Date of Event: February 7, 2026, from 6: 00 PM- 8: 00 PM
• Location: Eagle Academy Gymnasium(100 S Academy Ave, Eagle, ID 83616)
• 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 the services agreed
upon.
• Compensation for the Daddy Daughter Dance will be: $600
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