HomeMy WebLinkAboutInstructor Service Agreement with Young Rembrandts for Drawing and Cartooning Instruction (2)AGREEMENT
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THIS k~REEMENT~FOR~ rI~tST~RUCTOR-:SERVIe'ES 'i~~made~tfit's' <` 1st
day of May ,:2008, ~and entered~info by~and~befirireen~~the Cify `of~Meridian,' a
municipal corporation organized under fhe laws of the State of Idaho, hereinafter
ref.erred to as "CITY"; 33 ~East Idaho Avenue, Meridian, ~Idaho 83642, and
Younq Rembrandts , hereinafter referred to as "CONSULTANT", whose
business address is PO Box 6337 Boise ID, 83707 .
INTRODUCTION
Whe~eas, the City has a need for services involving Drawinq and
Cartooning Instruction; and
WHEREAS, the Consultant'is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises,
covenants, terms and conditions hereinafte~ contained, the parties agree as
follows: •- .,~- i; ' `
TERMS AND GONDITIONS
Scope of Services:
1.1 CONSULTANT sh'a{I perform and furnish to the City upon
execution of this Agreement and receipt of the City's written notice
to proceed, all services, and comply in all respects, as specified
below and in Exhibit A. ~
a. DRAWING AND CARTOONING INSTRUCTION
~ 1:2. ~ AI1~documenfs, drainiings:and written•work~p~oduct p.repared
~ ~ ~: •or.pr,odLCed.~b~~~tHe'Consultan# ~under•:,.fhi~<Agreement; including~•
without limitation electronic data files, are the property of the
Consultant; pr.:dv.ided';, ~kiowever;;:t.h~ Gi~i~ shall have the right to
reproduce, publish and use all such work, or any part thereof, in
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any manner and for any purposes whatsoever and to authorize
others to do so.
1.3 The Consultant shall provide services and work under this
Agreement consistent with fhe requirements and standards
established by applicable federal, state and city laws, ordinances,
regulations and resolutions. The Consultant represents and
warrants that it will perform it's work in accordance with generally
accepted industry standards and practices for the profession or
professions that are used in performance of this Agreement and
that are in effect at the time of performance of this Agreement.
2. Consideration
2.1 The Consultant shatl be compensated on a time and
Materials basis as provided in "Exhibit B" below, for full and
complete compensation under this agreement. The City will not
withhold any Federal or State income taxes or Social Security Tax
from any payment made by City to Consultant under the terms and
conditions of this Agreement.
3. Time of Performance:
This agreement shall become effective upon execution by both
parties, and shall expire upon completion of the agreed upon
services unless sooner terminated as provided below or unless
some other method or time of termination is listed in Exhibit A.
This Agreement shati terminate automatically on the occurrence of
(a) bankruptcy or insolvency of either party, or (b) sale of
Consultants business.
4. Independent Contractor:
4.1 In all matters pertaining to this agreement, CONSULTANT
shall be acting as an independent contractor, and neither
CONSULTANT nor any officer, employee or agent of
CONSULTANT will be deemed an empfoyee of CITY.
6. Notices: Any and all nofices 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
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States mail, certified, return rec~ipt ~~quested, addressed as
fol lows:
City of Meridian
Purchasing Agent
33 E. Idaho Avenue
Meridian, Idaho 83642
Younq Rembrandts
PO Box 6337
Boise, ID 83707
208-860-4329
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 befinreen the
parties hereta concerning this Agreemen#, the prevaifing 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 party so
failing to perform.
10. Assignment: It is expressly agreed and understood by the parties
hereto, that CONSULTANT shall not have the right to assign,
transfer, hypotheaate 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, CONSULTANT shall not unlawfully discriminate in violation
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of any federal, state or local law, rule or regulation against any
person on the basis of race, color, religion, sex, national origin or
ancestry, age or disability.
12. Reports and Information:
12.1 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 rnay request pertaining
to matters covered by this Agreement.
14. Publication, Reproduction and Use of Material: No material
produced in whole or in pa~t 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, CONSULTANT shall comply with all appiicable
laws, ordinances, and codes of Federal, State, and local
governments.
16. Cfianges: The CITY may, from tirne to time, request changes in
the Scope of Services to be performed hereunder. Such chang.es,
including any increase or decrease in the amount of
CONSULTANT'S compensation, which are mutually agreed upon
by and befinreen the CITY and CONSULTANT, shall be
incorporated in written amendments to this Agreement.
17. Termination: If, through any cause, CONSULTANT, its officers,
employees, or agents fails to fulfill in a timely and proper manner
its obligations under this Ag~eement, 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 CONSULTANT of such termination and
specifying the effective date thereof at feast fifteen (15) days
before the effective date of such termination. CONSULTANT may
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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
CONSULTANT under this Agreement shall, at the option of the
CITY, become its property, and CONSULTANT shall be entitled to
receive just and equitable compensation for any work satisfactorily
complete hereunder.
Notwithstanding the above, CONSULTANT shall not be relieved of
liability to the CITY for damages sustained by the CITY by virtue of
any breach of this Agreement by CONSULTANT, and the CITY
may withhold any payments to CONSULTANT for the purposes of
set-off until such time as the exact amount of damages due the
CITY from CONSULTANT is determined. This provision shall
survive the termination of this agreement and shall not relieve
CONSULTANT 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. Advice of Attorney: Each party warrants and represents that in
~ executing this Agreement, it has received independent legal advice
from it's attorney's or the opportunity to seek such advice.
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 govecned 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.
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C1TY OF MERIDIAN
BY:
TAMMY de ERD, MAYOR
Attest:
~~~c~~
''~~,,,-`r'IJIV ,T'l',
CONSULTANT
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1
~ C.
BY:
Department Approval
BY: ~ W
KEIT TT , PURCHASi'NG AGENT
Approved as to Form
CITY ATTORNEY
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Approved as to Content
EXHIBIT A
SCOPE OF SERVICES
1. Set up class room to meet the needs of the class and participants.
2. Lead, instruct, and demonstrate the appropriate activifies related to
safe art activities and curriculum.
3. Provide a nurturing and supportive environment that encourages
participants in their efforts.
4. Complete and submit all reports and participant tracking information
as required by the county for this class.
5. " Junior Monster Cartoon Camp" class will be ninety minutes (90.) in
duration, one (4) classes per week and one (1) weeks per session.
6. "Down on the Farm Camp" class will be ninety minutes (90) in .
dura~tion, four (4) classes per week and one (1) weeks per session.
7. "African Safari Camp" class will be ninety minutes (90) in duration, five
(5) classes per week and one (1) weeks per session.
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EXHIBIT B
CONSJDERATION
Pay will be eighty (80) percent of the total revenue generated by participant's
registration fees.
Not-To-Exceed $1,404.00
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