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AGREEMENT FO R PRO FESSIONAL SERVICES RELATED TO 2016 MA C BAND DIRECTOR BETWEEN CITY OF MO SCO W, IDAHO AND ALBERT MILL ER THIS AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO 2016 MAC BAND DIRECTOR BETWEEN CITY OF MOSCOW, IDAHO AND ALBERT MILLER, is made and entered into this day of April, 2016, 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 Albert Miller, 525 SW Henry Street, Pullman, Washington, 99163 (hereinafter "DIRECTOR"). W ITN ESS ETH : 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 of Idaho; and 6. Five to six (5-6) concerts. DIRECTOR responsibilities will include five Thursday night concerts at East City Park, 7:00 p.m. to 8:00 p.rn., local time, June 2, 2016 through June 30, 2016. DIRECTOR shall schedule dates and locations for practices, and shall conduct practices according! y. AGREEMENT FOR PROFESSIONAL SERVICES ALBERT MILLER, MAC BAND DIRECTOR (2016) PAGE 1 0F4 ---PAGE BREAK--- DIRECTOR shall coordinate the music presentation for Moscow Farmers Market on June 25, 2016 from 9:30 a.m. to 10:30 a.m. 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 termii1ate 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 ptoperty arising from1 growing out of, or in any way connected With or incident to DIRECTOR'S performance of 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 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), AGREEMENT FOR PROFESSIONAL SERVICES ALBERT MILLER, MAC BAND DIRECTOR (2016) PAGE20(.'4 ---PAGE BREAK--- 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. F. G. 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. CITY'S Representatives. . • ; ,l I ' ' I CITY's representative is Kathleen Burns, Arts Director, who is au.the1fi'zed to act in behalf of CITY. The authorized representative shall examine the work as 'e˼ssary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. 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 Albert Miller (812) 371-1956 AGREEMENT FOR PROFESSIONAL SERVICES ALBERT MILLER, MAC BAND DIRECTOR (2016) CITY: City of Moscow, Idaho PAGE3 0F4 ---PAGE BREAK--- STATE OF IDAHO ) ) ss: County of Latah ) On this fi day of April, 2016, before me, the undersigned, a Notary in and for said State, p rsonally app ared Albert Miller, known t me to be the person who e name is subscribed to the foregoing Agre ment and acknowledg d to n'le that hP xecuted the. ame, IN WITNESS WHEREOF, I have hereurtto set my hand and affixed my official seal the day and year hereinabove written. AGREEMENT FOR PROFESSIONAL SERVICES ALBERT MILLER, MAC BAND DiRECTOR (2016) utSrn.3k&> Residing at oocU:>-' My commission expires: PAGE40F4