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Consultant Agreement
This Independent Contractor Agreement (the "Agreement") is entered into this 15th day of February, 2022, by and between Sapphire Group LLC (the "Consultant"), located at 547 Second Street, Yuba City, CA 95991 for itself and its heirs and City of Marysville (the “Client”) with a mailing address of 526 C St., Marysville, CA 95901.
WHEREAS, Client is in need of assistance with event planning and execution services for the 2022-2023 Annual Marysville Peach Festival and the 2022-2023 Marysville Christmas Parade with Friday Night Tree Lighting; and WHEREAS, Consultant has agreed to perform consulting/coordinating work for Client by providing the services necessary for successful events at or better than the level of the 2019 and 2021 events.
NOW, THEREFORE, the parties hereby agree as follows:
1. Consultant's Services. Consultant shall be available and shall provide to City of Marysville, event planning and execution services for the 2022 and 2023 Marysville Peach Festival and the 2022 and 2023 Marysville Christmas Parade and Tree Lighting ("Consulting Services") from February 15, 2022 through December 3, 2023.
2. Consideration.
A. RATE: In consideration of the Consulting Services to be performed by Consultant under this Agreement, Client will pay Consultant $64,150 ($50,650 for the Peach Festival and $13,500 for the Christmas Parade Events). Consultant will pay all expenses necessary for a successful festival/parade.
B. SPONSORSHIPS: The Consultant endeavors to raise a minimum of $25,000 for the Peach Festival and $12,000 for the Marysville Christmas Parade to be paid to the City. Any sponsorship dollars raised in excess of these endeavored amounts will be divided between the Client and the Consultant equally (50% to the Client and 50% to the Consultant).
C. EXPENSES: All marketing and professional services such as design, printing and advertising will be contracted and paid for by the Consultant. The Client acknowledges that any items held in their possession (umbrellas, umbrella bases, etc.) will be replaced at the Client’s expense if the items are damaged or missing. Proposed budgets are attached as Exhibit A (Peach Festival) and Exhibit B (Christmas Parade).
D. SCHEDULE: Payment schedule shall be as follows: March, 2022 - $5,000; April, 2022 - $10,000; May, 2022 - $10,000; June, 2022 - $10,000; July, 2022 – $15,650, October, 2022 - $2,500, November, 2022 - $5,500 and December, 2022 (following parade/tree lighting) - $5,500. Any sponsorship commissions or invoices for approved additional expenses, will be paid within 30 days of invoice receipt.
E. REVENUE: All Sponsorship Revenue, Entry and Vendor Fees that are collected by the Consultant will be forwarded to the Client in a timely manner (within 30 days of receipt).
F. HOURLY RATE: The hourly Consulting rate for approved, additional work not covered in this agreement is $100/hour.
3. Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between Client and Consultant. Consultant is an independent contractor and not an employee of Client or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that Client will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold itself out as an employee of Client and Consultant acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to Client’s regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Consultant's sole responsibility and Consultant shall indemnify and hold Client harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.
4. Confidentiality. In the course of performing Consulting Services, the parties recognize that Consultant may come in contact or become familiar with information which Client or its subsidiaries or affiliates may consider confidential. Consultant agrees to keep all information confidential and not to discuss or divulge information to anyone other than appropriate Client personnel or their designees.
5. Term. This Agreement shall commence on the 15th day of February 2022 and shall terminate on the 3rd day of December 2023, unless earlier terminated by either party hereto. Client and Consultant agree to a two-year contract agreement to plan and implement the Marysville Peach Festival and Marysville Christmas Parade and Tree Lighting in 2022 and 2023. The 2022 Budget will be negotiated in February, 2022 and the 2023 Budget will be negotiated prior to commencing work on 2023 events.
Either party may terminate this Agreement upon thirty (30) days prior written notice. - 2 -
6. Consultant's Taxpayer I.D. Number. The taxpayer I.D. number of the Consultant is 87-2897770. The Consultant is qualified to perform the agreed upon services enumerated herein and covenants that it maintains all valid permits and registrations to perform same.
7. Indemnity. The Consultant agrees to indemnify and hold harmless the Client, its agents and employees from and against any damages, claims, and expenses arising out of or resulting from work conducted by Consultant.
The Client agrees to indemnify and hold harmless the Consultant, its agents and employees from and against any damages, claims, and expenses arising out of or resulting from work conducted by Client.
8. Competent Work. All work will be done in a competent fashion in accordance with applicable standards, and all services are subject to final approval by a representative of the Client prior to payment.
9. Representations and Warranties. The Consultant will make no representations, warranties, or commitments binding Client without its prior consent.
10. Legal Right. Consultant covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Consultant shall indemnify and hold harmless Client from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this contract shall operate to terminate this Agreement automatically without notice as specified in Paragraph 5.
11. Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.
12. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first-class mail of the United States properly addressed to the appropriate party at the address set forth below:
1. Notices as to Consultant: Sapphire Group LLC, 547 Second Street, Yuba City, CA 95991.
2. Notices to Client: City of Marysville, 526 C St., Marysville, CA 95901.
13. Enforceability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no way be impaired.
14. Miscellaneous. Marysville Business Alliance meetings and time are not included in the current scope of work for the events outlined in this agreement. Consultant is available to attend regular meetings with the MBA to improve communication and enhance Marysville events at the request of the Client, for the stated hourly rate of $100/hr (not included in budgets). a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties. b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Client and its successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of Client, which such consent shall not be unreasonably withheld. c. Governing Law, Severability. This Agreement shall be governed by the laws of the State of California. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. d. Additional Event Management. The Client may negotiate additional event coordination and implementation with the Consultant under this agreement if both parties reach mutually agreed-upon terms, by adding a new signed Addendum to this contract.
WHEREFORE, the parties have executed this Agreement as of the date written above.
Client (print): ____________________________________ Date:
Client (signature): ________________________________
Consultant (print) ________________________________ Date:
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Consultant ______________________________________