HomeMy WebLinkAboutProfessional Service Agreement Amendment #1 with Kay Frances Consulting
FIRST AMENDMENT TO
AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL
SERVICES is made this ~day of '1yl ~ ' 2007, and entered into by and between the City
of Meridian, a municipal corporation organI d under the laws of the State of Idaho, hereinafter
referred to as "CITY," 33 East Idaho Avenue, Meridian, Idaho 83642, and Kay Frances
Company, hereinafter referred to as "CONSULTANT," whose business address is 3645 Sanada
Way, Boise, Idaho 83702.
I. RECITALS
WHEREAS, CITY and CONSULTANT entered into an Agreement for Professional
Services, hereinafter referred to as "Agreement," which Agreement became effective on April 3,
2007; and
WHEREAS, section E(l)(a) of such Agreement provides that CONSULTANT obtain a
policy of professional liability/professional errors and omissions insurance in the amount of one
million dollars ($1,000,000) aggregate; and
WHEREAS, CONSULTANT has exercised due diligence in an attempt to obtain such
insurance policy pursuant to section E(l )(a) of such Agreement but has been unsuccessful in such
attempt because such a policy is not offered to underwrite the risks associated with the work
performed by CONSULTANT; and
WHEREAS, CITY and CONSULTANT agree that obtaining such insurance policy is a
legal impossibility; and
WHEREAS, CITY and CONSULTANT agree that alternative risk management measures
will satisfy the objectives of the requirement that CONSULTANT maintain a policy of
professional liability/professional errors and omissions insurance;
NOW, THEREFORE, in consideration ofthe mutual promises, covenants, terms and
conditions contained in the Agreement and hereinafter, the parties agree as follows:
II. ADMENDMENT OF SECTION E OF AGREEMENT
Section E ofthe Agreement is hereby redacted and shall be replaced with the following
prOVISIOn:
E. Indemnification and Insurance:
FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 1 of3
1. CONSULTANT 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 and other costs including litigation costs and
attorney's fees, arising out of, resulting from, or in connection with the performance
of this Agreement by the CONSULTANT, her servants, agents, officers, employees,
guests, and business invitees, and not caused by or arising out of the tortious conduct
of CITY or its employees. CONSULTANT shall maintain, and specifically agrees
that she will maintain, throughout the term of this Agreement, Automobile Liability
Insurance, in which CITY shall be named an additional insured in the minimum
amount of one million dollars ($1,000,000) per incident or occurrence.
2. In lieu of professional liability/professional errors and omissions insurance,
CONSULTANT shall provide to CITY, in accessible, digital form, any and all drafts
of any and all documents, data, reports, and/or other materials completed or prepared
pursuant to this Agreement, which shall include any and all such documents, data,
reports, and/or materials partially or fully completed or prepared, and any and all such
documents, data, reports, and/or materials in draft or final form. CONSULTANT
shall furnish such CD or remote hard drive to Emily Kane, Deputy City Attorney,
with the monthly statement of fees earned and costs incurred, as set forth in section
B(2) of this Agreement.
3. CONSULTANT shall not be required by this Agreement to obtain Worker's
Compensation Insurance because she is a sole practitioner; however, should
CONSULT ANT, in the course of work related to this Agreement, employ any person,
CONSULTANT shall notify CITY and shall obtain Worker's Compensation
Insurance in the statutory limits as required by law.
4. The limits of insurance enumerated herein 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,
CONSULTANT covenants and agrees to indemnify and save and hold harmless CITY
from and for all such losses, claims, actions, and/or judgments for damages or injury
to persons or property and other costs, including litigation costs and attorneys' fees,
arising out of, resulting from, or in connection with the performance ofthis
Agreement by CONSULTANT and/or CONSULTANT's officers, employs, agents,
representatives and/or subcontractors and resulting in and/or attributable to personal
injury, death, and/or damage and/or destruction to tangible or intangible property.
5 . CONSULT ANT shall provide CITY with a Certificate of Insurance, or other proof of
insurance evidencing CONSULTANT's compliance with the requirements of this
paragraph within at least ten (10) days prior of the effective date of this Agreement.
FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES
KAVFRANCES COMPANY
PAGE 200
6. In the event the insurance minimums are changed, CONSULTANT shall immediately
submit proof of compliance with the changed limits. Evidence of all insurance shall
be mailed by United States Mail to the City Purchasing Agent, 33 East Idaho Avenue,
Meridian, Idaho 83642, and to the Meridian City Accounting Department, 33 East
Idaho Avenue, Meridian, Idaho 83642.
III. NO OTHER CHANGES
All other provisions of the Agreement shall remain the same.
IV. APPROVAL
This First Amendment to Agreement for Professional Services shall be incorporated into
the Agreement as though fully set forth therein, and shall become effective and binding upon
approval by CITY.
Dated this 5'! day of ..:lk~ , 2007.
CITY OF MERIDIAN
.JY
Dated this ~q dayof/YJ~ 2007.
CONSULTANT
BY:
Tammy de Weerd
~~b'J
Approved as to Content
~~~itId~4:
BY:~~
Bill ary, City Attorney J
FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES
KAY FRANCES COMPANY
PAGE 3 00