HomeMy WebLinkAboutProfessional Service Agreement with BDPA Andrea Fogleman for Human Resources ConsultingAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made this ~I~ day of ~(Y\o.,y , 2007, by and
T
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
~~~ r~ ~ ~~ a 1ev-,~. of BDPA, INC, hereinafter referred to as "BDPA",
PO Box 15424, Bose, Idaho 82715, a corporation organized under the laws of the State of Idaho.
1. Scope of Services: BDPA 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, 2007 unless eazlier terminated or
extended.
3. Indemnification and Insurance: BDPA 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 BDPA, its servants, agents, employees, guests, and business invitees,
and not caused by or arising out of the tortious conduct of CITY or its employees.
BDPA 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 of the 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, BDPA 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. Additionally, BDPA
shall maintain Workers Compensation Insurance, in the statutory limits as
required by law. BDPA shall provide CITY with a Certificate of Insurance, or
other proof of insurance evidencing BDPA'S compliance with the requirements of
this pazagraph and file such proof of insurance with the CITY. In the event the
insurance minimums are changed, BDPA 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.
4. Independent Contractor: In all matters pertaining to this agreement, BDPA
shall be acting as an independent contractor, and neither BDPA nor any officer,
employee or agent of BDPA 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.
Agreement -Human Resources Consulting -BDPA 2007 -page 1 of 5
Compensation: BDPA shall be compensated for real estate services pursuant to
and specified in attached Exhibit "A."
6. Method of Payment: BDPA 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
BDPA, Inc.
PO Box 15424
Boise, Idaho 82715
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 of this 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 parry so
failing to perform.
10. Assignment: It is expressly agreed and understood by the parties hereto, that
BDPA 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.
11. Discrimination Prohibited: In performing the Services required herein, BDPA
shall not discriminate against any person on the basis of race, color, religion, sex,
national origin or ancestry, age or disability.
Agreement -Human Resources Consulting -BDPA 2007 -page 2 of 5
12. 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.
13. 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 BDPA' S records with respect to all matters covered by this
Agreement. BDPA 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.
14. 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.
15. Compliance with Laws: In performing the scope of services required hereunder,
BDPA shall comply with all applicable laws, ordinances, and codes of Federal,
State, and local governments.
16. 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 BDPA's compensation, which are mutually agreed upon
by and between the CITY and BDPA, shall be incorporated in written
amendments to this Agreement.
17. Termination: If, through any cause, BDPA, 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 if the City Council determines that termination of this Agreement
is in the best interest of CITY, the CITY shall thereupon have the right to
terminate this Agreement by giving written notice to BDPA of such termination
and specifying the effective date thereof at least fifteen (15) days before the
effective date of such termination. BDPA 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 BDPA under this Agreement shall, at
the option of the CITY, become its property, and BDPA shall be entitled to
receive just and equitable compensation for any work satisfactorily complete
hereunder.
Agreement -Human Resources Consulting -BDPA 2007 -page 3 of 5
Notwithstanding the above, BDPA shall not be relieved of liability to the CITY
for damages sustained by the CITY by virtue of any breach of this Agreement by
BDPA, and the CITY may withhold any payments to BDPA for the purposes of
set-off until such time as the exact amount of damages due the CITY from BDPA
is determined. This provision shall survive the termination of this agreement and
shall not relieve BDPA 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.
20. 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.
21. Approval Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
BDPA, INC.
~~-L _ ~ ~-17.-0~
CITY OF MERIDIAN
>~
BY:
TAMMY e ERD, MAYOR
Attest: \~,.~`~at ,,~ ~~ ~`~'~ ~'o~J'~-~/W 9`'l~,~Q~
,, Fo
-r -_
LLIAM G. BERG, JR., TY LE . ~ ~ ~~
%. ~ ~, ~ ~,
'~'~~; OI~~iT~ ~ ~~~~`~~
~~~~~iriiii niis~~>~
Agreement -Human Resources Consulting -BDPA 2007 -page 4 of 5
STATE OF IDAHO, )
County of Ada,
ss:
On this ~ ~ day of Si,..v~-~ , 2007, before me, the undersigned, a Notary
Public in and for said State, personally appeared o ,r-, ,known or
identified to me to be the p~e51ae,,,~ 4 ~,-;ham; o~,~, ~,,-tof BDP ,Inc. and whose name is
subscribed to the within instrument, and acknowledged to me that she executed the same for
BDPA, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
~''~~d BRENKMANI~
N~1'l~ptY PtJBLI~'
~TA'f1E QF Ifi~~1~f
s::, .
STATE OF IDAHO, )
County of Ada,
ss:
Notary Public for Idaho
Residing at: ~o~
My Commission Expires: ° ~ - a ~-D~
On this ~ day of ~~en~ mb~oo7, before me, the undersigned, a Notary
Public in and for said State, personally appeared TAMMY de WEERD and WILLIAM G.BERG,
JR., known or identified to me to be the Mayor and City Clerk, respectively, for the City of
Meridian, and the persons whose names are subscribed to the within instrument, and
acknowledged to me that they executed the same on behalf of the City of Meridian.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
.•• ~ M• G~',•.
(SEAL) ~44~pTAhi~'~'~••:
. ~ ~ .
. ~ ~ .
i ~~ : i
:~~,~~ZGP~o:
.9~ OF 19.••
••.~...
otary Public for Idaho
Residing at: ~ ~ Q~ 1~ i ~ p
My Commission Expires: ~~~
Agreement -Human Resources Consulting -BDPA 2007 -page 5 of 5