Independent Contractor - 2026 - Outdoor Event Group LLC - Eagle Fun Days Parade - 3/24/2026CITY OF EAGLE
Independent Contractor Agreement
This Agreement ("Agreement") is entered into this 'IA day of Man 2026, by and between
the City of Eagle, an Idaho municipal corporation ("City") and Outdoor Event Group LLC, an
Idaho Limited Liability Company ("Contractor"). City and Contractor are sometimes collectively
referred to herein as the "Parties."
RECITALS
WHEREAS, City and Contractor entered into an Independent Contractor Agreement on
March 25, 2025, for the performance of services related to City's Eagle Fun Days event, which
included a renewal option that allowed City to renew the agreement for one additional; and
WHEREAS, City again desires to retain the services of Contractor to organize and operate
a parade ("Parade") for City's Eagle Fun Days, to be held June 27, 2026; and
WHEREAS, Contractor desires to act as an independent contractor to City for the purpose
of organizing and operating Parade; and
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 Contractor 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: Contractor shall provide the following services:
(a) Recruit and obtain Parade entries, arrange their placement within Parade, and ensure
participation does not exceed 50 entries;
(b) Recruit and manage volunteers and staff to assist in the operations of Parade;
(c) Manage and operate Parade on June 27, 2026, arriving with adequate time to prepare
and set up to ensure a 1:OOPM start time;
(d) Set up and take down Parade stage, create Parade script, and provide M.C. for Parade;
(e) Coordinate with traffic control services for road closures during Parade to ensure the
safety of participants and viewers, to stay on schedule, and to minimize risks where
able to;
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(0
(g)
(h)
(i)
Coordinate with security during Parade on June 27, 2026, to ensure the safety of
participants and viewers, to stay on schedule, and to minimize risks where able to;
Apply for City of Eagle and ACHD event permits and pay all applicable fees;
Create and deliver a written evaluation and recap identifying the services performed
and contacts made during Parade ("Event Summary Report") no later than July 31,
2026; and
Any other services relating to organizing and operating Parade as agreed to in writing
between Parties.
Contractor shall render the services in a profession, diligent, careful, and thorough
manner consistent with good business practice. Time shall be of the essence with respect to all
matters set for in Agreement.
3. Term; Renewal; AND Termination: Agreement shall commence from the date
first indicated above and terminate on or before August 7, 2026. Agreement may be renewed, if
agreed to by Contractor and City Council. City reserves the right not to renew Agreement for any
reason. City may terminate Agreement immediately upon any breach of performance specified in
Agreement by Contractor or any violation of State, Federal or local law. Notwithstanding any
provision of Agreement, Contractor shall not be relieved of liability to City for damages sustained
by City by virtue of any breach of 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 Agreement and
shall not relieve Contractor of liability to City for damages.
4. Compensation and Payment: City shall pay Contractor for its services as set forth
in this paragraph.
4.1. Fee for Services. For the services described in paragraph 2(a) — 2(i) of this
Agreement, the fee payable by City to Contractor shall be an amount not to exceed
FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00). This fee is
payable in two installments of $7,500.00, the first of which shall be paid within thirty (30)
days of the effective date of Agreement and the second of which shall be paid on or before
July 11, 2026.
4.2. No Guarantee of Work. City does not guarantee any or minimum amount
of work for Contractor.
4.3. Performance. No payment under Agreement shall be conclusive evidence
of performance of 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 Agreement, Contractor
shall be an independent contractor and is not an employee, servant, agent, partner, or joint venture
of or with 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
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the means and methods by which Contractor accomplishes services rendered hereunder.
Contractor shall indemnify 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 Agreement. As a self-employed person,
Contractor will be solely responsible for payment of all federal and state taxes, will not be an
employee of 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, 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, judgments for damages, or injury to persons or property and losses and expenses caused
or incurred by Contractor 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. Contractor shall at all times during the term of
Agreement, at Contractor's sole cost and expense, obtain and keep in force comprehensive general
insurance, which insurance shall name City as additional insured. Contractor shall provide City
with Certificate of Insurance identifying proof of insurance as set forth herein and identifying City
as an additional insured no later than June 13, 2026. If Contractor has employees, it shall provide
City proof of Worker's Compensation insurance, as required by Idaho law. 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 Agreement. Contractor's
failure to provide City with proof of either Certificate of Insurance or Worker's Compensation
Insurance by the deadline set forth herein, shall be a material breach of Agreement.
7. 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 Agreement, to bind City
to any obligation whatsoever.
8. Proprietary Rights: Contractor agrees that all work product created solely or
jointly by Contractor, their employees, associates, or subcontractors, arising from work performed
hereunder, or previously conceived in anticipation of consulting work to be performed in regard
to City's engagement of Contractor, shall be deemed "work made for hire" and constitutes property
of City. Contractor shall cause all of their 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 City in whole or part by
Contractor and all of their employees, associates, or subcontractors assisting in creating the work
product within the scope of Agreement, whether or not copyrightable or otherwise protectable.
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9. Confidentiality: To the extent possible under Idaho law, Contractor and City shall
maintain in confidence:
(a)
(b)
(c)
(d)
The subject matter of Agreement;
The consulting work carried out hereunder;
Any work product or document/programs conceived hereunder; and
Any business or technical information of City acquired by Contractor as a result of
the consulting work carried out pursuance to 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 Agreement.
These obligations of confidentiality shall continue throughout the duration of Agreement
and thereafter. Nothing promised within this clause shall be construed to limit the applicability of
the Idaho Public Records Act.
10. Records: Contractor shall keep full and accurate records of all work performed
under 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 Agreement, shall at all times, remain the sole
property of City. Contractor shall turn over to City all copies of such documentation on request of
City. Contractor shall abide by the Idaho Public Records Act and coordinate any requests with the
City Clerk and City Attorney.
11. Notice: Communication between the Parties regarding day-to-day matters (e.g.,
issued related to scheduling and venue) shall occur via e-mail, or telephone as follow:
CITY OF EAGLE
Attn: Joshua Herker
Phone: (208) 489-8759
Email (general): jherker@cityofeagle.org
Email (financial): finance@cityofeagle.org
CONTRACTOR
Outdoor Event Group LLC
Attn: Mike Ensch
Phone: (208) 720-7932
Email: mike@outdooreventgroup.com
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
Attn: Brian Allen
660 E. Civic Lane
P.O. Box 1520
Eagle, ID 83616
CONTRACTOR
Outdoor Event Group LLC
Attn: Mike Ensch
4002 S. Ticonderoga Way
Boise, ID 83706
12. Compliance with Laws: Each party shall comply with all applicable Federal, State
and local laws and regulations.
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13. Assignment: This Agreement may not be assigned or delegated by either party
«-ithout prior written consent of the other party.
14. Attornev's Fees: The prevailing party in any claims or disputes arising out of
Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief which
a court of competent jurisdiction may award.
15. 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.
16. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
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. Statutory Certifications: In accordance with Idaho Code § 67-2359 Outdoor
Event Group LLC 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
19. Severability: If any part of Agreement is held to be invalid or unenforceable, such
holding will not affect the validity or enforceability of any other part of Agreement so long as the
remainder of Agreement is reasonably capable of completion.
20. Approval: City and Contractor each acknowledge that this Agreement, even
though agreed upon by City's representatives, is not binding upon City until such time as the Eagle
City Council approves Agreement and authorizes the Mayor to execute Agreement on behalf of
City. The representative of Contractor represents that they are authorized to enter into Agreement
on behalf of Contractor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE:
ira ike
B Mayor
AI"ST:
Tracy E. f. orn, City Clerk
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Mike Ensc
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roup LLC
13. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
14. Attornev's Fees: The prevailing party in any claims or disputes arising out of
Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief which
a court of competent jurisdiction may award.
15. 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.
16. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
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. Statutory Certifications: In accordance with Idaho Code § 67-2359 Outdoor
Event Group LLC 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.
19. Severability: If any part of Agreement is held to be invalid or unenforceable, such
holding will not affect the validity or enforceability of any other part of Agreement so long as the
remainder of Agreement is reasonably capable of completion.
20. Approval: City and Contractor each acknowledge that this Agreement, even
though agreed upon by City's representatives, is not binding upon City until such time as the Eagle
City Council approves Agreement and authorizes the Mayor to execute Agreement on behalf of
City. The representative of Contractor represents that they are authorized to enter into Agreement
on behalf of Contractor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAG E: CONTRACTOR:
Bracfike, Mayor" Outdoor Event Group LLC
Mike Ensch
AT ST:
Tracy E.
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ri1, City Clerk . • * ;
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