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AMENDED AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND SUE NELSON, INDEPENDENT CONTRACTOR ? s+ NDED AGREEMENT FOR PROFESSIONAL SERVICES, dated this day of 2016, by and between the City of Moscow, Idaho, 206 East Third Street, Mos ow. Idaho, 83843, a municipal corporation of the State of Idaho (hereinafter "City"), and Sue Nelson, 243 Pintail Lane, 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 training and assistance concerning City Finance Departments' operations and processes; 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 training and advice concerning City's Finance Department's operations and processes, pursuant to the schedule set forth and attached as Exhibit 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 Amended 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, retirement system, or social security (FICA) withholding. ARTICLE 3. CONTRACTOR'S INSURANCE Although Contractor is not considered an employee of City, as an agent and servant of City acting under the direction of the City Finance Director, Contractor shall be considered an employee for purposes of Idaho Code Section 6-901 et seq. ARTICLE 4. TERM This Amended Agreement shall be effective from the 2!81 day of January, 2016, and shall continue until the 31st day of March, 201 7, unless such term is modified or terminated by City. AMENDED AGREEMENT FOR INDEPENDENT CONTRACTOR CITY AND NELSON PAGE 1 OF4 ---PAGE BREAK--- ARTICLE 5. SCOPE OF SERVICES Contractor shall perform all duties required herein in a good and professional manner. ARTICLE 6. COMPENSATION For services rendered by Contractor in satisfactory completion of the requirements of this Amended Agreement, City shall pay to Contractor a flat fee of fifteen thousand dollars ($15,000) for the year 2016, to be paid in three equal payments of five thousand dollars ($5,000), with each payment due at the end of each month beginning February, 2016. City shall pay Contractor fifteen thousand dollars ($15,000) for the year 2017, to be paid on or before March 31, 2017. ARTICLE 7. MODIFICATION AND ASSIGNABILITY OF CONTRACT This Amended 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 Amended 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 8. TERMINATION OF AMENDED AGREEMENT This Amended Agreement may be terminated as follows: Termination for cause. If City determines that Contractor has failed to comply with the terms and conditions of the Amended Agreement, City may terminate this Amended Agreement in whole or in part at any time before the date of completion. 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 Amended Agreement. ARTICLE 9. NON-APPROPRIATION This Agreement is contingent upon City appropriating the necessary funding to cover the obligations of City in the 2017 Budget year. In the event that such funding is not received or appropriated, then, and in that event, City's obligations under this Agreement shall cease and each party shall be released from further performance under this Agreement without any liability to the other party. ARTICLE 10. ADHERENCE TO LAW REQUIRED All applicable local, State and Federal statutes and regulations are hereby made a part of this Amended 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 Amended Agreement for cause. ARTICLE 11. CONSTRUCTION AND VENUE This Amended 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. AMENDED AGREEMENT FOR INDEPENDENT CONTRACTOR CITY AND NELSON PAGE2 OF4 ---PAGE BREAK--- ARTICLE 12. 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 incident to Contractor's performance of this Amended 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 Amended Agreement, except for liability arising out of the sole negligence of City, its officers, agents or employees. ARTICLE 13. LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Amended 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 Amended Agreement to be executed on the day and year first above written. CONTRACTOR: ?'ue Nelson 7 24 3 Pintail Lane Moscow, Idaho 83843 STATE OF IDAHO ) ) SS. COUNTY OF LATAH ) ACKNOWLEDGMENT On this Z /S'f-day of &-11 , 2016, before me, a Notary Public in and for said State, appeared Sue Nelson, known to me to be the person named above and acknowledged that she executed the foregoing document as e duly authorized representa CITY AND NELSON PAGE3 OF4 ---PAGE BREAK--- EXHIBIT Sue Nelson to provide the following services including, but not limited to, tasks, advice, training and direction related to: • City's long-term financial planning; • City's preliminary budgets; • City's Capital Projects related to Budget Spread Sheet; • City's Fleet Rates; • Allocation Modals; • M:Personnel; • Mentoring and training of City Finance Manager, Sarah Banks; and • Any other project or tasks as requested. AMENDED AGREEMENT FOR INDEPENDENT CONTRACTOR CITY AND NELSON PAGE40F4