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HomeMy WebLinkAboutProfessional Service Agreement with Galena Consulting for Training Session for Department Directors for Performance Accountability ProgramHUMAN RESOURCES PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MERIDIAN AND GALENA CONSULTING THIS AGREEMENT, effective the ~ ~ day of , 2009, by and between the City of Meridian, a municipal corporation organized under a laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, amd GALENA CONSULTING hereinafter referred to as "GALENA", 1214 S. Johnson Street, Boise, Idaho 83705. 1. Scope of Services: GALENA 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 be effective from ~lavv I X00`1, and shall expire ao later than September 30, 2009 unless earlier tE or extended. 3. Indemnification and Insarance: GALENA 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 GALENA, its servants, agents, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of CITY or its employees. GALENA will provide services to the CITY and shall be liable for all acts of their employees while upon the premises of the CITY. The CITY wdl fiucther indemnify GALENA for any losses, claims, actions, or acts by the CITY, its agents or employees, taken in furtherance or related to the training received from GALENA. 4. Independent Contractor: In alt matters pertaining to this agreement, GALENA shall be acting as an independent contractor, and neither GALENA nor any officer, employee or agent of GALENA will be deemed an employee of CITY. The selection and designation of the personnel of the CITY in the performance of this agreement shall ~ made by the CITY. S. Compensation: GALENA shall be compensated for Human Resources consulting services pwrsuant to and specified in attached Exh~it "A." For the purposes of contact for compliance with this Agreement GALENA may deal exclusively with: GALENA Per~nal Services Agreement -page 1 of S Human Resources Director City of Meridian 33 E, Broadway Meridian, ID 83642 6. Method of Payment: GALENA will be paid at the rate as specified in the Scope of Services as referenced in Article 1 above GALENA shall be responsible to provide an accounting of services provided. GALENA will ~ paid within thirty days (30) of providing the City with an invoice. 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 commwucated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian 33 E. Broadway Avenue Meridian, Idaho 83642 GALENA 1214 S. Johnson Street Boise, Idaho 83705. 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 tune is strictly of the essence with respect to each and every term, condition and provision her~f; and that the failure to timely perform any of the obligations hereunder shall constitute a breach ofs 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 GALENA 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. GALENA Personal Services Agreement -page 2 of 5 11. Discrimination Prohibited: In performing the Services required herein, GALENA shall not discrinrunate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 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 ~ made available to the CITY for examination all of GALENA'S records with respect to all matters covered by this Agreement. GALENA 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 aU matters covered by this Agreement. 14. Publication, Reproduction and Use of Material: The CITY shall have unrestricted authority to publish, disclose and otherwise use, is whole or m part, any reports, data or other materials prepared under this Agreement that are property of the CITY. GALENA does use material prepared and copyrighted for their use in furtherance of this Agreement and contain proprietary information that derives separate individual economic value to GALENA. Those documents may not ~ reproduced without the express written consent of GALENA. Documents that are restricted by this condition must be clearly mazked and identified by GALENA to claim this exch~sion. Said proprietary materials shall remain the property of GALENA and utilization of such proprietary materials by the CITY outside of this Agreement or ongoing beyond the term of this Agreement would require a separate licensing agreement to be entered into by the parties. 15. Compliance with Laws: In performing the scope of services required hereunder, GALENA 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 ~ performed hereunder. Such changes, including aay increase or decrease in the amount of GALENA'S compensation, which are mutually agreed upon by and between the CITY and GALENA, shall be incorporated in written amendments to this Agreement. 17. Termination: For Cause: Ifs through any cause, GALENA, 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, GALENA Personal Services Agreement -page 3 of 5 falsifies any record or document required to be prepared under this agreement, engages m fraud, dishonesty, or any other act of misconduct in the performance of this contract, the CITY may immediately terminate this agreement with notice to GALENA. An accounting pursuant to this agreement can then occur to assure that proper payments or credits are accomplished. Without Cause: 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 GALENA of such termination and specifying the effective date thereof at least sixty (60} days before the effective date of such termination. GALENA may also terminate this agreement at any time by giving at Ieast 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 GALENA under this Agreement shall, at the option of the CITY, become its property, and GALENA shall be entitled to receive just and equitable com~nsation for any work satisfactorily complete hereunder. Notwithstanding the above, GALENA shall not ~ relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach ofthis Agreement by GALENA, and the CITY may withhold any payments to GALENA for the purposes of set-off until such time as the exact amount of damages due the CITY from GALENA is determined. This provision shall survive the termination of this agreement and sha11 not relieve GALENA of its liability to the CITY for damages. 18. Construction and 5everability: If auy part of this Agreement is held to ~ invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement sfl long as the remainder of the Agreement is reasonably capable of completion. 19. Entire Ag~ement: 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. The parties also understand that GALENA has existing Agreements with the CITY that aze not incorporated under this Agreement. The CITY may contract with GALENA to perform other functions not included in the Scope of Services of this Agreement. Any such contemporaneous agreements shall also be in writing and substantially similar to this Agreement. 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 GALENA Personal Services Agreement -page 4 of S 21. Approval Required: This Agreement shall not become effective or binding unto approved by the City of Meridian. GALENA CONSULTING Anne escott CITY OF MERIDIAN BY: ~'C ~ TAIMMY de WEERD, MAYOR Attest: ,.~`~ •~ ~ ~~~,9 '~~, •~ ~~ ~ ,tea TAO ~i ~'. ,` ~Y' _ . ^\{ w ..~ A 1. wa h 1 JAYCEE HOLMAN.;~ ,~L ~,~ c '` ~Q ~ ~Q ~~ GALENA Personal Services Agreement -page 5 of 5 EXHIBIT "A" Hourly Rate - $120.00 uer hour Services Requested - Facilitate Training Session for Department Directors relating to Performance Accountability Program Anticipated Hours for this project - 4-5 hours