FORM 111

PROFESSIONAL SERVICES AGREEMENT

AGREEMENT made between ________________________________________ (Governmental Entity), a political subdivision of the state of Idaho, herein "ENTITY" and ________________________________________ herein "CONTRACTOR").

The parties agree as follows:

1.            SCOPE OF WORK:  ENTITY engages CONTRACTOR to perform the work associated with the __________________________________________ (project) as set forth in Exhibit "A" attached hereto.

2.            PAYMENT:  ENTITY agrees to pay CONTRACTOR for his services rendered under this Agreement an amount not to exceed the total sum of $__________________ for said services rendered from ____________________ through ____________________.  The parties agree that CONTRACTOR will invoice ENTITY for payment under this Agreement for services rendered herein.

3.      RIGHT OF CONTROL:  ENTITY agrees that it will have no right to control or direct the details, manner, or means by which CONTRACTOR accomplishes the results of the services performed hereunder.  CONTRACTOR has no obligation to work any particular hours or days or any particular number of hours or days.  CONTRACTOR agrees, however, that his other contracts or services shall not interfere with the performance of his services under this Agreement.

4.            INDEPENDENT CONTRACTOR RELATIONSHIP:  CONTRACTOR is an independent contractor and is not an employee, servant, agent, partner, or joint venturer of ENTITY.  ENTITY shall determine the work to be done by CONTRACTOR, but CONTRACTOR shall determine the legal means by which it accomplishes the work specified by ENTITY.

5.            FEDERAL, STATE, AND LOCAL PAYROLL TAXES:  Neither federal, state or local income taxes, nor payroll taxes of any kind shall be withheld and paid by ENTITY on behalf of CONTRACTOR or the employees of CONTRACTOR.  CONTRACTOR shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes.  CONTRACTOR understands that CONTRACTOR is responsible to pay, according to law, CONTRACTOR's income tax.  CONTRACTOR further understands that CONTRACTOR may be liable for self-employment (Social Security) tax to be paid by CONTRACTOR according to law. 

6.            LICENSES AND LAW:  CONTRACTOR represents that he possess the skill and experience necessary and all licenses required to perform the services under this agreement.  CONTRACTOR further agrees to comply with all applicable laws in the performance of the services hereunder.

7.            FRINGE BENEFITS:  Because CONTRACTOR is engaged in its own independently established business, CONTRACTOR is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plans of ENTITY.

8.            WORKER'S COMPENSATION:  CONTRACTOR shall maintain in full force and effect worker's compensation for CONTRACTOR and any agents, employees, and staff that the CONTRACTOR may employ, and provide proof to ENTITY of such coverage or that such worker's compensation insurance is not required under the circumstances.

9.            EQUIPMENT, TOOLS, MATERIALS OR SUPPLIES:  CONTRACTOR shall supply, at CONTRACTOR's sole expense, all equipment, tools, materials and/or supplies to accomplish the services to be provided herein. 

10.            EFFECTIVE DATE:  This contract will run from ____________________ through ____________________.

11.            WARRANTY:  CONTRACTOR warrants that all materials and goods supplied under this Agreement shall be of good merchantable quality and that all services will be performed in a good workmanlike manner.  CONTRACTOR acknowledges that it will be liable for any breach of this warranty.

12.            INDEMNIFICATION:  CONTRACTOR agrees to indemnify, defend, and hold harmless ENTITY, and its officers, agents and employees, from and against any and all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the act and/or any performances or activities of CONTRACTOR, CONTRACTOR's agents, employees, or representatives under this Agreement.

13.            INSURANCE:  CONTRACTOR agrees to obtain and keep in force during its acts under this Agreement a comprehensive general liability insurance policy in the minimum amount of $_______________, which shall name and protect CONTRACTOR, all CONTRACTOR's employees, ENTITY, and its officers, agents and employees, from and against any and all claims, losses, actions, and judgments for damages or injury to persons or property arising out of or in connection with the CONTRACTOR's acts.  CONTRACTOR shall provide proof of liability coverage as set forth above to ENTITY prior to commencing its performance as herein provided, and said require insurer to notify ENTITY ten (10) days prior to cancellation of said policy.

14.            NONWAIVER:  Failure of either party to exercise any of the rights under this Agreement, or breach thereof, shall not be deemed to be a waiver of such right or a waiver of any subsequent breach.

15.            CHOICE OF LAW:  Any dispute under this Agreement, or related to this Agreement, shall be decided in accordance with the laws of the state of Idaho.

16.            ENTIRE AGREEMENT:  This is the entire Agreement of the parties and can only be modified or amended in writing by the parties.

17.            SEVERABILITY:  If any part of this Agreement is held unenforceable, the remaining portions of the Agreement will nevertheless remain in full force and effect. 

18.            ATTORNEY FEES:  Reasonable attorney fees shall be awarded to the prevailing party in any action to enforce this Agreement or to declare forfeiture or termination of this Agreement.

DATED this ______ day of _________________, 20____.

Form and content approved by_______________, as attorney for _________________ (Governmental Entity).

NOTE: We suggest that this section be substituted for Indemnification Section #12 and Insurance Section #13 when contracting with an Architect or Engineer.