Instructor Service Agreement with The Studio for Piano and Drumming Instructor ServicesAGREEMENT
FOR
INSTRUCTOR SERVICES
THIS AGREEMENT FOR INSTRUCTOR SERVICES is made this 7th
day of August , 2008, and entered into 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 The
Studio ,hereinafter referred to as "CONSULTANT", whose business address is
3210 E. Chinden Blvd Ste115-505 Eagle Idaho 83616 , .
INTRODUCTION
Whereas, the City has a need for services involving Piano and
Drumming Instructor Services; 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 hereinafter contained, the parties agree as
follows:
TERMS AND CONDITIONS
1. Scope of Services:
1.1 CONSULTANT shall 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. PIANO AND DRUMMING ACTIVITY INSTRUCTION
1.2 All documents, drawings and written work product prepared
or produced by the Consultant under this Agreement, including
without limitation electronic data files, are the property of the
Consultant; provided, however, the City 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 the 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 shall 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 shall 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 employee of CITY.
6. 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:
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City of Meridian
Purchasing Agent
33 E. Idaho Avenue
Meridian, Idaho 83642
The Studio
1505 E. Chinden Blvd
Suite 115-505
Eagle, ID 83616
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 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, 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, CONSULTANT shall not unlawfully discriminate in violation
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.
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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 may request pertaining
to 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, CONSULTANT 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
CONSULTANT'S compensation, which are mutually agreed upon
by and between 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 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 CONSULTANT of such termination and
specifying the effective date thereof at least fifteen (15) days before
the effective date of such termination. CONSULTANT 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
CONSULTANT under this Agreement shall, at the option of the
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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 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.
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CITY OF MERIDIAN
~~
BY:
TAMMY de W ERD, MAYOR
Attest:
JAYCEE~NIOLMAN CITY
Approved as to Content
CONSULTANT
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BY:
KEIT ATT , PU SING AGENT
Approv®d as to Form
CITY ATTORNEY
Departrn®nt Approval
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By:
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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 activities related to
safe Piano and Drumming 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. "Music for Little Mozarts" class will be fifty minutes (50) in duration,
one (1) class per week and eight (8) weeks per session.
6. "Beginning Adult Piano" will be one (1) hour in duration, one (1) class
per week and eight (8) weeks per session.
7. "Adult Drumming" class will be one (1) hour in duration (1) class per
week, and (8) weeks per session.
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EXHIBIT B
CONSIDERATION
Pay will be eighty (80) percent of the total revenue generated by participant's
registration fees.
Not-To-Exceed $3,040.00
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