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AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO 2014 MAC BAND DIRECTOR BETWEEN CITY OF MOSCOW, IDAHO AND DELORES "DEL" HUNGERFORD THIS AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO 2014 MAC BAND DIRECTOR BETWEEN CITY OF MOSCOW, IDAHO AND DELORES "DEL" HUNGERFORD, is made and entered into this day of May, 2014, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Delores "Del" Hungerford, 1071 Eid Rd., Moscow, Idaho, 83843 (hereinafter "DIRECTOR"). W I T N E S S E T H : WHEREAS, CITY sponsors entertainment events during the year; and WHEREAS, CITY desires to have musical entertainment during such events; and WHEREAS, CITY desires to contract with Director to coordinate such musical entertainment; and WHEREAS, CITY intends to have DIRECTOR perform various services relating to such City related events; and WHEREAS, DIRECTOR agrees to perform the various professional services required and defined hereinbelow; NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: DIRECTOR shall perform the following services: 1. Programming music; 2. Scheduling practices; 3. Conducting practices; 4. Conducting Thursday night concerts; 5. Arranging for facilities and equipment with the University ofldaho; and 6. Five to six (5-6) concerts. DIRECTOR responsibilities will include four ( 4) Thursday night concerts at East City Park, 7 :00 p.m. to 8:00 p.m., local time, June 12, 2014 through July 10th, 2014. AGREEMENT FOR PROFESSIONAL SERVICES DELORES "DEL" HUNGERFORD PAGE 1 0F4 2..o '2..5 ---PAGE BREAK--- DIRECTOR shall coordinate the music presentation in Friendship Square for the Artwalk opening night, June 13, 2014, from 6:00 p.m. to 7:00 p.m., local time. DIRECTOR shall coordinate the music presentation for Moscow Farmers Market on June 28, 2014 from 11 :30 a.m. to 1 :00 p.m. DIRECTOR shall schedule dates and locations for practices, and shall conduct practices according! y. SECTION II: A. Independent Contractor. The contracting parties warrant by their signature that no employer/employee relationship is established between DIRECTOR and CITY by the terms of this Agreement. It is understood by the parties hereto that DIRECTOR is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, social security (FICA) withholding. B. Fees and Conditions for Production Services. DIRECTOR shall perform services as described in Section I and shall be paid a sum not to exceed Two Thousand Dollars ($2,000). SECTION III: A. Termination of Agreement. This Agreement may be terminated by DIRECTOR upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of DIRECTOR. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to DIRECTOR except as designated by this section. In the event of termination, DIRECTOR shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. B. Extent of Agreement. This Agreement may be amended only by written instrument signed by both parties hereto. C. Indemnification. DIRECTOR 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 DIRECTOR'S performance o'f this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. Further, DIRECTOR shall indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of AGREEMENT FOR PROFESSIONAL SERVICES DELORES "DEL" HUNGERFORD PAGE2 0F4 ---PAGE BREAK--- DIRECTOR'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. If CITY is determined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results in judgment(s), costs, and/or expenses to DIRECTOR, then CITY shall reimburse DIRECTOR for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY'S sole negligence. D. Costs and Attorney 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. E. Jurisdiction and Venue. It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. 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 of Idaho, in and for the County of Latah. F. CITY'S Representatives. CITY's representative is Kathleen Bums, Arts Director, who is authorized to act in behalf of CITY. The authorized representative shall examine the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. G. Conflict of Interest. DIRECTOR covenants that DIRECTOR presently has no interest and will not acquire any interest, direct or indirect, in PROJECT which would conflict in any manner or degree with the performance of its services hereunder. DIRECTOR further covenants that, in performing this Agreement, it will employ no person who has any such interest. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. DIRECTOR AGREEMENT FOR PROFESSIONAL SERVICES DELORES "DEL" HUNGERFORD CITY City of Moscow, Idaho PAGE3 0F4 ---PAGE BREAK--- STATE OF IDAHO ) ) ss: County of Latah ) ATTEST: On this 3-o day of 8±0.G I , 2014 before me, the undersigned, a Notary in and for said State, personally appeared Delores Del Hungerford, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that she executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. Sr-}1,, c o' # $ . ! 0 0 • OT. • " - :Qi: % \ z= : . e-e : = i \ "'8uc l " . d t-'f- OF \0 AGREEMENT FOR PROFESSIONAL SERVICES DELORES "DEL" HUNGERFORD PAGE4 0F4