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HomeMy WebLinkAboutProfessional Service Agreement with Bethany Gadzinski for Drug-free Community Grant Evaluation ServicesPROFESSIONAL SERVICES AGREEMENT FOR DRUGFREE COMMUNITY GRANT EVALUATION SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 23rd day of December 2008 ("Effective Date"), 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 Broadway Avenue, Meridian, Idaho 83642, and Bethany Gadzinski, Chief, an individual, hereinafter referred to as "CONTRACTOR," whose address is 2633 West Piazza Drive, Meridian, Idaho 83646. WHEREAS, CITY has received Drug-Free Communities Grant from federal agencies including, but not limited to, the Office of National Drug Control Policy ("ONDCP") and the Substance Abuse and Mental Health Services Administration ("SAMHSA"), which grant is to be used to reduce substance abuse among youth adults by addressing the factors in our community that increase the risk of substance abuse and promoting the factors that minimise the risk of substance abuse; WHEREAS, as a condition of such funding, CITY commits to provide an annual evaluation of the programming funded by the Drug-Free Communities Grant; and WHEREAS, CONTRACTOR is specially trained, experienced, and competent to provide, 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: I. TERMS AND CONDITIONS A. Scope of Services: 1. CONTRACTOR shall perform and furnish to CITY, upon execution of this Agreement, all services, and comply in all respects, as specified in the document entitled "Scope of Services," a copy of which is attached hereto as Appendix A and incorporated herein by this reference. 2. CONTRACTOR shall provide services and work under this Agreement consistent with the requirements and standazds established by applicable federal, state and city laws, ordinances, regulations and resolutions. CONTRACTOR represents and warrants that she will perform her 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 aze in effect at the time of performance of this Agreement. 3. Services and work provided by CONTRACTOR under this Agreement shall be performed in a timely manner in accordance with the document entitled "Performance Metrics," a copy of which is attached hereto as Appendix B and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. PROFESSIONAL SERVICES AGREEMENT - BETHANY GADZ~iSKi PAGE 1 Of 6 B. Consideration: 1. CONTRACTOR shall be compensated as provided in the document entitled "Cost and Billing Procedure" a copy of which is attached hereto as Appendix C and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 2. Except as expressly provided in this Agreement, CONTRACTOR shall not be entitled to receive from CITY any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including, but not limited to: meals, lodging, or transportation. Further, without limitation, CONTRACTOR shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. C. Time of Performance: 1. This Agreement shall become effective as of the Effective Date upon execution by both parties, and shall expire on September 30, 2009 unless earlier terminated or mutually extended, or if neither occurs, the term of this Agreement shall be renewed automatically for one-year periods thereafter upon the start of each fiscal year, unless and until terminated by either party in the manner provided in this Agreement. In any event, this Agreement shall expire on September 30, 2013. 2. 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. D. Independent Contractor: In all matters pertaining to this agreement, CONTRACTOR shall be acting as an independent contractor, and neither CONTRACTOR nor any ofi'icer, employee or agent of CONTRACTOR shall be deemed an employee of CITY. Except as expressly provided in Appendix A, CONTRACTOR has no authority or responsibility to exercise any rights or power vested in CITY. The selection and designation of the personnel of CITY in the performance of this agreement shall be made by CITY. E. Indemn~ication and Insurance: 1. CONTRACTOR shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, and/or injury to persons or property and losses and expenses and other costs including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by CONTRACTOR and/or CONTRACTOR'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 and not caused by or arising out of the tortious conduct of CITY or its employees. PROFESSIONAL SERVICES AGREEMENT-BETHANY GADZINSKI PAGE 2 Of 6 2. CONTRACTOR shall not be required by this Agreement to obtain Worker's Compensation Insurance because she is acting as a sole practitioner; however, should CONTRACTOR, in the course of work related to this Agreement, employ any person, CONTRACTOR shall notify CITY and shall obtain Worker's Compensation Insurance in the statutory limits as required by law. F. Notices: 1. Any and all notices, invoices, and/or reports required to be provided by either of the parties hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed by United States Mail, certified, return receipt requested, addressed as follows: Lt. John Overton Bethany Gadzinski Meridian Police Department 2633 W Piazza Dr 14Q1 E. Watertower Street Meridian, ID 83646 Meridian, Idaho 83642 2. Either party may change its address for the purpose of this section by giving written notice of such change to the other in the manner herein provided. G. 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. H. Assignment: It is expressly agreed and understood by the parties hereto, that CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of her rights under this Agreement except upon the prior express written consent of CITY. I. Discrimination Prohibited: In performing the Services required herein, CONTRACTOR 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. J. Reports and Information: At such times and in such forms as CITY may require, there shall be furnished to CITY such statements, records, reports, data and information as CITY may request pertaining to matters covered by this Agreement, in addition to the reports enumerated in Appendix B, section 1.3. PROFESSIONAL SERVICES AGREEMENT - BETHANY GADZIIVSKI PAGE 3 of 6 K. Audits and Inspections: At any time during normal business hours and as often as CITY may deem necessary, there shall be made available to CITY for examination all of CONTRACTOR's records with respect to all matters covered by this Agreement. CONTRACTOR shall permit 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. L. 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. 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. M. Compliance with Laws: In performing the scope of services required hereunder, CONTRACTOR shall comply with all applicable laws, ordinances, and codes of federal, state, and local governments. N. Termination: 1. Grounds for termination of this Agreement shall include, but shall not be limited to: a~ Any act or omission by CONTRACTOR and/or her officers, employees, or agents, by which CONTRACTOR fails to fulfill in a timely and proper manner her obligations under this Agreement, violates any of the covenants, agreements, and/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. b. A determination by the Meridian City Council that termination of this Agreement is in the best interest of CITY c. An act or omission by either party which breaches any term of this Agreement. d. An act of nature, loss of grant funding, or other unforeseeable event which precludes or makes impossible the performance of the terms of this Agreement by either party. e. A change in circumstances that renders the performance by either party a detriment to the public health, safety, or welfare. 2. Either party may terminate this Agreement by providing fourteen (14) days advance written notice of intention to terminate. Such written notice shall include a description of the breach or circumstances providing grounds for termination. A seven (7) day cure period shall commence upon mailing of the notice of intention to terminate. If, upon the expiration of such PROFESSIONAL SERVICES AGREEMENT -BETHANY GADZINSKI PAGE 4 OP 6 cure period, cure of the breach or circumstances providing grounds for termination has not occurred, this Agreement may be terminated upon provision of written notice of termination. 3. In the event of any termination of this Agreement for any reason and/or by either party, all finished or unfinished documents, data, and reports prepared by CONTRACTOR under this Agreement shall, at the option of CITY, become its property, and CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. 4. Notwithstanding the above or any other provision of this Agreement, CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of this Agreement by CONTRACTOR, and CITY may withhold any payments to CONTRACTOR for the purposes of set-off until such time as the exact amount of damages due CITY from CONTRACTOR is determined. This provision shall survive the termination of this agreement and shall not relieve CONTRACTOR of her liability to CITY for damages. O. 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. P. Advice of Attorney: Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its respective attorney and/or has received the opportunity to seek such advice. Q. Non-waiver: Failure of either parry to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time after the governing body of either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement. R. 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. S. 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. T. Approvalltequired: PROFESSIONAL SERVICES AGREEMEN'P - BETHANY GADZIIVSKI PAGE 5 Of 6 This Agreement shall not become effective or binding until approved by the governing body of CITY. CON'J BY: STATE OF IDAHO ) ss: County of ) CITY OF MERIDIAN: a "la3 ~~ DATE I HEREBY CERTIFY that on this ~3 day of ~~~; 2008, before the ~S certificate first e written. (`"-~/lj ~t,+a ~ C-~-- undersigned, a Notary Public in the State of Idaho, personally appeared BETHANY GADZII~TSKI, lmown or proved to me to be the person who executed the said instrument, and aclmowledged to me that she executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my officia~~~'!ht hand year in Notary Public or Ida>Io Residing at a-~-e Idaho My Commission Expires: • Z"L - ~ ii BY: ' TAMMY DE RD MAYOR Attest: ~~ \\\\\~\44-14uffuriiiii ~~~~~\•\~~ OF M~iyy ~~~'~ c3' rF o JAYCEE ~~1 ~L CITY CLERK 9G ~ c '~`~ O \ `. '/~~~~111-f11 141111\\\\\ ~.~y.~,.......,. ,~ rye, O .• ,: . . `9~ ' -- ..y 9 • ~ ' ~ p •9 .~ ., ,~, • 1ti ~•' ~ to O DATE PROFESSIONAL SERVICES AGREEMENT -BETHANY GADZIIVSKI PAGE 6 Of 6