Independent Contractor - 2026 - Coding Classes - 2/11/2026 CITY OF EAGLE
Independent Contractor Agreement
This Agreement is entered into this `k day of ttiVk 2026,by and between the City of Eagle,
an Idaho municipal corporation("City")and MooMenturi Inc., ("Instructor")an Idaho Non-Profit
Corporation,whose address is 855 S. Ranch House Way Eagle, ID 83616. City and Instructor are
sometimes collectively referred to herein as the"Parties."
RECITALS
WHEREAS, City and Instructor are mutually interested in providing and enhancing
educational and recreational opportunities in the Eagle community;
WHEREAS,Instructor has specialized training,experience, and is willing to dedicate such
skill to the instruction and edification of others;
WHEREAS, Instructor shall provide coding classes for kids;
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, 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, and in consideration of the recitals above, which are incorporated
herein, City and Instructor agree as follows:
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: Instructor shall provide the services described on Exhibit A attached
hereto and incorporated herein by this reference. Instructor shall provide appropriate supplies,
materials and equipment to adequately carry out its course(s). Instructor shall perform the services
and work under this Agreement in a timely manner in accordance with the dates and times set forth
in Exhibit A.
3. Term; Renewal; AND Termination: This Agreement shall be for a 12-month
term. This Agreement may be renewed, annually if agreed to by the Instructor 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 twenty(20)days written notice of such
termination. The City may terminate this Agreement immediately upon any breach of performance
specified in this Agreement by the Instructor or any violation of State, Federal or local law.
Notwithstanding any provision of this Agreement, Instructor shall not be relieved of liability to
City for damages sustained by City by virtue of any breach of this Agreement by Instructor, and
City may withhold any payments to Instructor for the purposes of set-off until such time as the
exact amount of damages due City from Instructor is determined. This provision shall survive the
termination of this Agreement and shall not relieve Instructor of liability to City for damages.
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4. Compensation: The City shall pay Instructor for services rendered under this
Agreement at the rate of 70% of the total revenue generated by registration fees remitted for the
class. This amount shall constitute full compensation for any and all services,materials, and costs
performed or furnished by Instructor. Fees for materials and supplies are considered separate class
fees that are payable directly to the instructor and are not calculated into the percentage split
calculations unless otherwise arranged with the Recreation Director. Unless otherwise agreed
upon in writing by the parties,the class will be cancelled,and payment not made if a predetermined
minimum number of students are not enrolled prior to the second-class meeting.
5. Payment: If the duration of a course is three months/12 weeks or longer,Instructor
may request two payments as follows: (1) at the halfway mark and (2) at the conclusion of the
course. For courses less than three months/12 weeks, payment will be made at the conclusion of
the course. Upon completion of each course (or at the halfway mark for those classes eligible for
two payments), the Instructor shall send application for payment to the City of Eagle, Attention:
Recreation Department, 660 East Civic Lane,Eagle, Idaho, 83616. Payment shall be made within
thirty (30) days of receipt of Instructor's application. Payment will be based on the number of
students enrolled at the time the payment process is started. City will not withhold money for
social security or state or federal income tax; payment of all taxes and other assessments on such
sums shall be the sole responsibility of Instructor.
6. Criminal Background Check: As a condition of this Agreement, Instructor
agrees to a criminal background check. All criminal background checks are currently being
performed by the Idaho State Police. All background check fingerprint cards will be obtained at
the City Clerk's Office. It is the responsibility of the Instructor to be fingerprinted at the Idaho
State Police office in Meridian, Idaho. Instructors are responsible for fingerprint background
checks for any of his/her employees or volunteers working/volunteering under Instructor's
authority. Services to be performed by Instructor(or employees/volunteers)under this Agreement
shall not begin until approved background checks are received by the City. Criminal background
checks are required to be conducted every 12 months. Instructor is responsible for paying the
fingerprint card fee, and cost of background check conducted by Idaho State Police.
7. Independent Contractor: At all times during the term of this Agreement,
Instructor shall be an independent contractor and shall not be an employee of the City. City shall
have the right to control Instructor only insofar as the results of Instructor's services rendered
pursuant to this Agreement. City shall not have the right to control the means and methods by
which Instructor accomplishes services rendered hereunder. Instructor shall indemnify the City
against any liability arising out of an allegation or finding that Instructor is not an independent
contractor. Instructor is not entitled to employee benefit programs or any protection afforded
employees of the City of Eagle. Instructor 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 Instructor 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.
8. Indemnification and Waiver: Instructor and each and all of Instructor's
employees, agents, contractors, officials, 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,
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judgments for damages,or injury to persons or property and losses and expenses caused or incurred
by Instructor or any employee, agent, contractor, official, 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 City, regardless of the
manner by which such claim may be brought.
9. Contractor not Agent: Except as City may specify in writing, Instructor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Instructor shall have no authority, express or implied, pursuant to this Agreement, to bind
City to any obligation whatsoever.
10. Nondiscrimination: Instructor 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 Instructor is providing instruction under this Agreement. Instructors must fully comply
with the Americans with Disabilities Act (ADA) and shall work cooperatively with the City to
make reasonable modifications to policies and procedures to ensure that people with disabilities
have an equal opportunity to access classes. Instructors shall not impose unnecessary eligibility
standards or rules that deny individuals with disabilities the opportunity to participate in classes.
11. Advertising and Program Market Ability Disclaimer: The City will publicize
the contract classes in its activity promotions, including but not limited to periodic press releases,
flyers and social media outlets. The City shall inform Instructor of the deadline for submission of
any class information for activity promotions. The City does not warrant that the Instructor's
program or services are marketable and will therefore yield a profit for Instructor. Any loss
sustained by Instructor in operating this program is Instructor's sole responsibility. Any profit
made by Instructor is to Instructor's sole benefit.
12. Photo Disclaimer: Instructor grants full permission to the City for use of his/her
name and photographs, videos, motion picture or recordings for any publicity and promotion
purposes without obligation or liability to Instructor.
13. Notice: Communication between the Parties regarding day-to-day matters (e.g.,
issued related to scheduling and venue) shall occur via e-mail, facsimile or telephone. 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 INSTRUCTOR
Attn: Recreation Department MooMentum Inc.
660 E. Civic Ln. Attn: Ruize Sun
P.O. Box 1520 855 S. Ranch House Way
Eagle, ID 83616 Eagle, ID 83616
Phone: (208)489-8763 Phone: (208) 789-5353
Email (general): parks@cityofeagle.org Email: ruizesun2009@gmail.com
Email(financial): finance@cityofeagle.org
14. Training/Integration: The City will not provide training to Instructor to provide
the services described. It is assumed based on information provided by Instructor, and certified
by Instructor by execution of this Agreement,that Instructor is qualified to provide these services.
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It is further understood by Instructor that City is not typically in the business of providing the
contracted services and is therefore not in a position to train,guide or otherwise instruct Instructor.
15. Participant Information: Instructor is not permitted to use any participant
information,rosters,mailing lists,etc. for any purposes other than authorized City use. Participant
information shall be kept confidential and cannot be shared with any third parties or with other
participants, except as authorized by judicial order, the Idaho Public Records Act, or federal law.
16. Compliance with Laws: Each party shall comply with all applicable Federal,State
and local laws and regulations.
17. Non-Exclusivity: Instructor acknowledges that this Agreement is non-exclusive
and that City may enter into other Independent Contractor Agreements with other instructors to
provide services for City recreation programs and activities.
18. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
19. 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.
20. Entire Agreement: This Agreement constitutes the entire agreement between the
parties relative to the subject matter thereof. Statements or representations of any kind not
embodied herein shall be of no force or effect. This Agreement may only be modified in writing.
21. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
22. 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.
23. Statutory Certifications: In accordance with Idaho Code § 67-2359 MooMentum
Inc. 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.
24. 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.
25. Approval: The City and Instructor each acknowledge that this Agreement, even
though agreed upon by the City's representatives, is not binding upon 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. The representative of Instructor represents that he/she is authorized to enter
into this Agreement on behalf of Instructor.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE- INSTRUCTOR:
V
Brad Pike, Mayor MooMentum Inc.
Ruize Sun
ATT ST:
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Tracy E. rn, City Clerk i v .....* .
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE. INSTRUCTOR:
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Brad Pike,Mayor MooMentum Inc.
Ruize Sun
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Tracy E. rek m,City Clerk . •
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EXHIBIT A
SCOPE OF SERVICES
MooMentum Inc.—Coding Classes
SCOPE OF SERVICES
1. Computer coding classes for kids focusing on game creation.
2. Set up program space to meet the needs of the class and participants. Instructor will provide
all required materials (if applicable) for classes.
3. Lead, instruct, and demonstrate the appropriate activities related to safety and curriculum.
4. Provide a nurturing and supportive environment that encourages participants in their
efforts.
5. The programming takes place during the 12-month period Agreement is in effect. Specific
dates and times will be agreed to by City & Instructor in writing in consideration of
Instructor and Facility availability. Program times may not be additionally scheduled
unless mutually agreed upon in writing.
6. Complete and submit all reports and participant tracking information as required by the
City of Eagle for this class (if applicable).
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