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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND SUE NELSON, INDEPENDENT CONTRACTOR FOR PROFESSIONAL SERVICES, dated this day of 2016, by and between the City of Moscow, Idaho, 206 East Third Street, Moscow, I 10, 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 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 ofldaho Code Section 6-901 et seq. ARTICLE 4. TERM This Agreement shall be effective from the 21st day of January, 2016, and shall continue until the 30th day of April, 2016, unless such term is modified or terminated by City. AGREEMENT FOR INDEPENDENT CONTRACTOR PAGE 1 OF4 2-DI~- D 10 ---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 Agreement, City shall pay to Contractor a flat fee of fifteen thousand dollars ($15,000), 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. In the event training is not completed, payments to Contractor will be prorated to account for services provided prior to termination of Agreement. ARTICLE 7. 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 8. 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 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 Agreement. ARTICLE 9. ADHERENCE TO LAW REQUIRED All applicable local, State and Federal 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 10. CONSTRUCTION AND VENUE 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. AGREEMENT FOR INDEPENDENT CONTRACTOR PAGE20F4 ---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. AGREEMENT FOR INDEPENDENT CONTRACTOR PAGE40F4 ---PAGE BREAK--- ARTICLE 11. INDEMNIFICATION Contractor waives any and all claims and recourse against City, including the right of contribution for loss and da~age to persons or property arising from, growing out of, or in any way connected with or 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 12. 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: 243 Pintail Lane Moscow, Idaho 83843 STATE OF IDAHO ) ) SS. COUNTY OF LATAH ) AGREEMENT FOR INDEPENDENT CONTRACTOR ity 0 scow 206 East Third Street Moscow, Idaho 83843 ACKNOWLEDGMENT PAGE3 OF4