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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN ClTY OF MOSCOW, IDAHO AND RON SMITH, JNDEPENDENT CONTRACTOR THIS AGREEMENT FOR PROFESSIONAL SERVICES, dated this day of . :Jl , 2017, by and between the City of Moscow, Idaho, 206 East Third Street, Mose\¥ Idaho, 83843, a municipal corporation of the State of Idaho (hereinafter "City"), and Ron milh I r· U\ Moscow, Idaho, 83843, (hereinafter "Contractor"). WHEREAS, City has determined it to be in the best interests of City of Moscow, Idaho that Contractor be retained to provide consulting services relaiing to long range and intermediate financial options for City's investment purposes in compliance with City's Finance Policies and all Federal and State laws and regulations; and WHEREAS, City desires to engage Contractor to perform certain duties as set forth herein; and WHEREAS, it is deemed to be in the best interests of City to enter into an Agreement with Contractor as hereinafter provided; NOW, THEREFORE, City and Contractor, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows: ARTICLE 1. EMPLOYMENT OF CONTRACTOR The City agrees to engage Contractor and Contractor agrees to provide the following services: Provide consulting services relating to long range and intermediate financial options for City's investment purposes in compliance with City's Financial Policies and all Federal and State laws and regulations. ARTICLE 2. INDEPENDENT CONTRACTOR The parties warrant by their signatures that no employer-employee relationship is established between Contractor and City by the terms of this Agreement. It is understood by the parties hereto that Contractor is an independent contractor and, as such, Contractor is not an employee of City for purposes of tax, insurance, retirement system, or social security (FICA) withholding. ARTICLE 3. TERM hi reement shall be performed on a month-to-month basis beginning on the /y day of Af!i1. 2017 and continue on a month-toÜmonth ba is unless such term is modified or te 111inated by City. ARTICLE 4. SCOPE OF SERVICES Contractor shall provide all consulting services required herein in a good and professional manner. AGREEMENT FOR INDEPENDENT CONTRACTOR PAGE 1OF3 ---PAGE BREAK--- ARTICLE 5. COMPENSATION For services rendered by Contractor in satisfactory completion of the requirements of this Agreement, City shall pay to Contractor a flat fee of seven hundred fifty dollars ($750) per month for each month of service provided, with each payment to be paid by the 1 oth day of the following month of services provided. In the event a month is not completed, payment to Contractor will be prorated to account for services provided prior to termination of Agreement. ARTICLE 6. MODIFICATION AND ASSIGNABILITY OF CONTRACT This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. Contractor may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder. ARTICLE 7. TERMINATION OF AGREEMENT This Agreement may be terminated as follows; A. Termination for convenience. City may terminate this Agreement in whole or in part for the convenience of City when in City's judgment continuation of Contractor's services is not in the best interest of City. Then and in that event Contractor shall be entitled to compensation for work performed up until the date of termination, and City's liability shall be so limited. B. Termination for cause. If City determines that Contractor has failed to comply with the terms and conditions of the Agreement, City may terminate this Agreement in whole or in part at any time. Contractor will thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of damages suffered by City by reason of Contractor's failure to comply with this Agreement. ARTICLE 8. ADHERENCE TO LAW REQUIRED All applicable Federal, State and local statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by Contractor shall be deemed material and shall subject Contractor to termination of this Agreement for cause. ARTICLE 9. CONSTRUCTION AND VENUE This Agreement shall be construed under and governed by the laws of the State ofldaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. ARTICLE 10. INDEMNIFICATION Contractor waives any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or AGREEMENT FOR INDEPENDENT CONTRACTOR PAGE2 OF3 ---PAGE BREAK--- incident to Contractor's performance of this Agreement except for liability arising out of the sole negligence of City, its officers, agents or employees. Further, Contractor shall indemnify, hold harmless, and defend City against any and all claims, demands, damages, costs, expenses or liability arising out of Contractor's performance of this Agreement, except for liability arising out of the sole negligence of City, its officers, agents or employees. ARTICLE 11. LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses whether the same are incurred with or without suit. IN WITNESS WHEREOF, said Contractor and City have caused this Agreement to be executed on the day and year first above written. CONTRACTOR: . /J Moscow, Idaho 83843 STATE OF IDAHO ) ) SS. COUNTY OF LATAH ) CITY: G y J. er, City Supervisor City of Moscow 206 East Third Street Moscow, Idaho 83843 ACKNOWLEDGMENT On this day of _Alllt.; {l , 2017, before me, a Notary Public in and for said State, appeared Ron Smith, known fu me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative. \\\\\llll II llf11,, . M \ C"/K611,,. *:.itÙ t"A E $G • Jlt"· ';LI ! · / NOTARY \ F I · \ i = : : = - . . - i \ ; % PUBL\C j I -J K . 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