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HomeMy WebLinkAboutProfessional Service Agreement with Kandy Weaver & Associates for Employee Development AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made this _i~ day of ...5:.p:\rmhPr ,2005, by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Idaho Avenue, Meridian, Idaho 83642, and Kandy Weaver doing business as Kandy Weaver and Associates, LLC, hereinafter referred to as "WEAVER", 4903 Lakeview Place, Boise, Idaho 83714, a corporation organized under the laws of the State ofIdaho. j 1. Scope of Services: WEAVER shall perform all services, and comply in all respects, as specified in the document titled "Scope of Services" a copy of which is attached hereto as Exhibit" A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 2. Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire on September 30, 2005 unless earlier terminated or extended. 3. Indemnification and Insurance: WEAVER shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by WEAVER, its servants, agents, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of CITY or its employees. WEAVER shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amount as specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 ofthe Idaho Code. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, WEAVER covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or liability to persons or property. WEAVER'S Professional Error and Omissions insurance shall suffice for compliance with the Tort Claims Act requirements. WEAVER shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing WEAVER'S compliance with the requirements ofthis paragraph and file such proof of insurance with the CITY. In the event the insurance minimums are changed, WEAVER shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Clerk with a copy to Meridian City Accounting, 33 East Idaho Avenue, Meridian, Idaho 83642. Agreement - Human Resources Consulting - Weaver - page 1 of 5 4. Independent Contractor: In all matters pertaining to this agreement, WEAVER shall be acting as an independent contractor, and neither WEAVER nor any officer, employee or agent of WEAVER will be deemed an employee of CITY. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 5. Compensation: WEAVER shall be compensated for human resources related services pursuant to and specified in attached Exhibit "A." 6. Method of Payment: WEAVER will invoice the City of Meridian Accounting Department at 33 East Idaho Avenue, Meridian, Idaho 83642 directly for all current amounts earned under this Agreement at the end of each month. The CITY will pay all invoices within thirty (30) days after receipt. 7. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian 33 E. Idaho Avenue Meridian, Idaho 83642 Kandy Weaver & Associates, LLC 4903 Lakeview Place Boise, Idaho 83714 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 8. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture ofthis Agreement. 9. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. Agreement - Human Resources Consulting - Weaver - page 2 of 5 10. 11. 12. 13. 14. 15. 16. Assignment: It is expressly agreed and Wlderstood by the parties hereto, that. WEAVER shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. Discrimination Prohibited: In performing the Services required herein, WEA VER shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. Reports and Information: At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of WE A VER'S records with respect to all matters covered by this Agreement. WEAVER shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. Compliance with Laws: In performing the scope of services required hereunder, WEAVER shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of WE A VER's compensation, which are mutually agreed upon by and between the CITY and WEAVER, shall be incorporated in written amendments to this Agreement. Termination: If, through any cause, WEAVER, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or ifthe City CoWlcil determines that termination ofthis Agreement Agreement - Human Resources Consulting - Weaver - page 3 of 5 17. 20. 21. is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to WEAVER of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. WEAVER may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by WEAVER under this Agreement shall, at the option of the CITY, become its property, and WEAVER shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, WEA VER shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by WEA VER, and the CITY may withhold any payments to WEA VR for the purposes of set-off until such time as the exact amount of damages due the CITY from WEAVER is determined. This provision shall survive the termination of this agreement and shall not relieve WEA VER of its liability to the CITY for damages. 18. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 19. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. KANDY WEAVER & ASSOCIATES, LLC ~ ~w4VER ~ Agreement - Human Resources Consulting - Weaver - page 4 of 5 CITY OF MERIDIAN Attest: J~ - Agreement - Human Resources Consulting - Weaver - page 5 of 5 ?-IJ-tlS Scope of Services The following reviews the type and scope of services provided and the fees required for completion. 1. Kandy Weaver and Associated, LLC will provide 2 hours of employee training broken down into small workshops of20-25 employees that will be mandatory for all employees. 2. This employee training will be designed to incorporate the City of Meridian' s policy and definition of a respectful workplace. 3. Also included is a follow-up training of 1 hour for supervisors to give a clear understanding of potential risks and the supervisor's responsibility in creating a respectful workplace. 4. Kandy Weaver and Associates, LLC will customize the training to insure that the class meets the stated objectives, has relevant examples, and incorporates the culture and needs of the City. 5. The fees associated with this training will be $25 per person plus the cost of handout materials. These fees are based on 235 employees