HomeMy WebLinkAboutProfessional Service Agreement with Leadership 1st for Drug Free Communities Grant to develop Curriculum and Materials for Coaches and PlayersPROFESSIONAL SERVICES AGREEMENT
L.E.A.D.E.R.S.H.I.P.1~, LLC
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this ,1~day of
February, 2009 ("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 L.E.A.D.E.R.S.H.I.P. 1~`, LLC, a
limited liability company organized under the laws of the State of Idaho, hereinafter referred to as
"Contractor," whose address is P.O. Box 872, Nampa, Idaho 83653.
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 minimize the risk of
substance abuse;
WHEREAS, as a condition of such funding, City commits to provide anti-drug
programming to youth of the communiTy, which programming is funded by the Dnxg-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. 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.
B. Consideration.
1. Compensation. For services provided hereunder, Contractor shall be compensated in
the amount of $4,421.00, which amount represents the following costs:
a. Coach's training session: $1,aoa.00/session x 1 session = $1,0OO.Oa
b. Coach's Manual: $IS.Oa/manual x 33 manuals = $ 495.00
c. E-Learning license: $I1.00/license x 2661icenses = +$2,926.00
$4,421.00
City shall compensate Contractor according to the above schedule for up to two (2)
PROFESSIONAL SERYICESAGREEMENT-L.E.A.D.E.R.S.H.1.P.1ST PAGE 1 Of 9
additional Coach's Manuals and/or up to fourteen (i4) additional E-learning licenses
if additional coaches or athletes participate in the training or online curriculum.
2. Method of payment. Contractor shall provide City with an invoice for services
and/or materials provided during the billing period, which City shall pay within thirty
(30) days of receipt thereof. City shall not withhold any federal or state income taxes
or Social Security tax from any payment made by City to Contractor under the terms
and conditions of this Agreement. Payment of all taxes and other assessments on
such sums shall be the sole responsibility of Contractor.
3. Na additioaal consideration. 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. Effective date and expiration. This Agreement shall become effective as of the
Effective Date upon execution by both parties, and shall expire on June 1, 2009 unless
earlier terminated or mutually extended.
2. Time of the essence. Services and work provided by Contractor under this
Agreement shall be performed in a timely manner as specified in the document
entitled "Scope of Services," a copy of which is afitached hereto as Appendix A and
incorporated herein by this reference. 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 manager, officer,
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.
PRO~ss[otveu, SExv[ces AGttEBtvtEtv'r - L.E.A.D.E.R.S.H.i.P. l ST Paoa 2 of 9
E. Indemnification and Insurance:
1. Indemnification. 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 properly and losses and expenses and other costs including litigation casts
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, repxesentatives and/or subcontractors and resulting in and/or attributable to
personal injury, death, andlar 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.
2. Waiver. Contractor waives any and all claims and recourse against City, including
the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Contractor's performance
of this Agreement, whether such loss or damage may be attributable to known or
unknown conditions, except for liability arising out of concurrent or sole negligence
of City or its officers, agents or employees.
3. Insurance to be obtained by Contractor. Contractor shall obtain and shall
maintain, at its own expense, from the Effective Date of this Agreement through
termination or completion of this Agreement, each and all of the following:
a. General liability insurance. General liability insurance with a limit of not less
than one million dollars ($1,000,000.00) per each occurrence, combined single
limit bodily injury and property damage, covering the actions and omissions of
Contractor and its employees, agents, and/or workers, including coverage for
owned, non-owned, and hired vehicles, as applicable.
b. Workers' compensation insurance. Workers' compensation insurance, in the
amount required by law, to cover any and all persons employed by Contractor.
4. Proof of insurance. Contractor shall provide to City, within seven (7) days of the
Effective Date of this Agreement, written proof that Contractor has obtained all
insurance required hereunder. If any change is made to any insurance policy or
coverage required under andlor obtained pursuant to this Agreement, Contractor shall
notify City immediately.
5. No cancellation without notice. On all insurance policies required under this
agreement, such policies shall provide that they may not be cancelled or reduced in
coverage except upon thirty (30) days advance written notice to all Parties. Any
cancellation of insurance without appropriate replacement in the amounts and terms
set forth herein may constitute grounds for termination of the contract.
PROFESSIONAL SERVICES AGREEMENT - L.E.A.D.E.RS.H.I.P. 1 ST PAGE 3 of 9
F. Notices:
1. Parties' addresses. 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
Meridian Police Department
14Q 1 E. W atertower Street
Meridian, Idaho 83642
Derrick Boles, Manager
L.E.A.D.E.R.S.H.I.P. 1st, LLC
P.O. Box 872
Nampa, Idaho 83653
2. Address changes. 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 commenc~i 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 Contractor's rights
under this Agreement except upon the prior express written consent of City.
I. Discrimination Prohibited. In performing the services required hereunder, 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 Append~ac .~4, section IV.
K. Andits 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.
PROFesstorrnt, SsRViCES AGEtEEMEN7'- L.E.A.D.E.R.S.H.1.P. 1 ST Pnos 4 of 4
L. Publication, Reproduction and Use of Material.
A, Development of Curriculum. In developing the Curriculum described in Appendix
A, Contractor intends to adapt existing best practice and promising programs and
information. Contractor shall obtain all necessary written consents and permissions
as may be required by law or industry standard from the author(s) and/or originator(s)
of each original program and/or information prior to use pursuant to this Agreement.
B. No copyright. 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.
C. Ownership. All data and information collected by Contractor shall be owned by City
and considered the intellectual property of City, but shall be available for use by
Contractor for the limited purpose of assessing the effectiveness of online learning.
M. Compliance with laws and industry standards. 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 Contractor shall perform all work under this
Agreement 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.
N. Termination.
1. Grounds for termination. 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 its 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, or engages in fraud, dishonesty, or any other act
of misconduct in the performance of this Agreement.
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.
PRO!'ESSIGNAL SERVICES AGREEMENT-L.E.A.D,E.R„S.H.LP. 1ST PAGE 5 of 9
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 weifaze.
2. Notice of termination; cure. 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. Tf, upon the expiration of such 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. Ownership upon termination. 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. No release of liability; set-off. 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 party to promptly enforce the strict performance of any
term of this Agreement shall not constitute a waiver ar 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.
PROFESS[Or~tu. SERVICES AGREEMENT - L.E.A.D.E.R.S.H.I.P. l ST PAC3E 6 of 9
R. Entire Agreement. +This Agreemen# contains the entire agreement of the parties and
supersedes any and all other agreements ar 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 Tdaho and the ordinances of the City of Meridian.
T. Approval Required. This Agreement shall not become effective or binding until
approved by the governing body of City.
CONTRACTOR:
BY: ~ _ x.111 ~ Zuc~
iCK BOLES DATE
MANAGER, L.E.A.D.E.R.S.H.I.P. 1sT, LLC p
STATE OF IDAHO } I HEREBY CERTIFY that on this / day of ~ ~ , 2009, before the
} ss: undersigned, a Notary Public in the State of Idaho, personally appeared
Cor~`~~ ~ ' } DERRICK BOLES, known or proved to me to be the person who executed the
~•.~ `~~,...•a •.,~ said instrument, and acla-owtedged to me that she executed the same. IN
~• ~~•~' ••„• '; WITNESS WHEREOF, I have hereunto set my hand and affixed my official
,~~ ~ PRY Z seal, the day and year in this certificate first above written.
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'•,•• •'~.••NN.••~'~4 - Notary Public for Id o
•. • STATE O Residing at 0 daho
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'••.-......••°'~~ My Commission Expires: ~
CITY OF MERIDIAN:
BY:
TAMMY E EERD
MAYOR , ~ , , . .
Attest: \~o~oq,~~~ ~ ~,;
o '
AYCEE HOLMAN
CITY CLERK '';,~® G~~T 1ST . ~~ D ~~:~
DATE
FROFESSIONAL SERVICES AGREEMENT- L.E.A.D.E.RS.H.I,P. I ST PAGE 7 of 9
APPENDIX A
SCOPE OF SERVICES
I. CURRICULUM DEVEI.OPMI<NT
By February 21, 2009, Contractor shall prepare a curriculum and materials for use by
approximately 33 PAL football coaches and 26d PAL football players in grades 4 to 6
("athletes"} which curriculum shall target the following key learning outcomes
("Curriculum"):
A. Leadership Development
The Leadership Development component of the curriculum will be adapted from L-1
middle school program developed by Damoni Wright. It will focus on developing
strong leadership character traits within each participant by providing definitions and
personal experiences. This component will focus on decision-making, leadership
skills, and character education.
B. Drug and Alcohol Education
The Drug and Alcohol Education component of the curriculum will be adapted from
"Life of an Athlete" content developed by Dr. John Underwood. It is designed to
address etiologies and risks of substances used by young athletes and to emphasize
the impact of substance use on personal and team performance and goals. This
component will focus on education and response to social peer pressures.
C. Healthy Alternatives
The Healthy Alternatives component of the curriculum will be adapted from the
Athletes Training Learning to Avoid Steroids program developed by Dr. Linn
Goldberg, M.D and Diane Elliot, M.D. It is designed to educate participants on the
effects of substance abuse, as well as learning how to achieve their goals utilizing
state ofthe art sports nutrition and training information. Participants will be
provided key educational information on healthy food choices as well as healthy
activities.
II. Coacx~s' TRAINING
On February Zl, 2009, Derrick Bales, on behalf of Contractor, shall provide a training
session for the approximately thirty-three (33) PAL football coaches on use of the
Curriculum by their respective team's athletes and the coach's role in encouraging and
supporting athletes' participation in and completion of the Curriculum as part fieam
membership and participation in PAL. The training shall be between 60 and 90 minutes
and shall beheld at the PAL headquarters in Meridian, Idaho. Contractor shall provide
each coach attending the training with a Drug and Alcohol coach's manual and
certification upon completion of the training session.
PROFESSIOIJAL SERVICES AGREEMENT -- L.E.A.D.H.R.S.H.I.P. 1 ST PAGE 8 of 9
III. E-LEARNING PROGRAM
By February 28, 2049, Contractor shall provide each team with access to the online E-
L.earning program. Contractor shall provide each participant with his or her own login
capabilities as well as access to the program 24 hours a day, 7 days a week.
IV. PROVISION OF DATA
Contractor, through the E-Learning program, shall collect each athlete's demographic
information at his or her first login, and shall record participants' responses during each
session and at the conclusion of the program. The data recorded from the E-Learning
program shall be used to track the effectiveness of the program based on the participant's
responses to pre- and post-assessment questions. At all times during the course of this
Agreement, Contractor shall protect the athletes' information and responses using a
secure server provided by secureserver.com.
By May 14, 2009, Contractor shall provide to City, in a raw data format, all data and
information collected. Contractor shall not be responsible for developing specific reports,
providing comparative data, or analysis of data provided. Contractor shall provide all
data and information collected in a confidential and timely fashion.
PRQfESSIONAL SERVICES AGREEMENT - L.E.A.D.E.R.S.H.I.P. 1ST FAGS 9 of 9
NAMED INSURED MEMBER
COMMERCIAL GENERAL LIABILITY DECLARATIONS CERTIFICATE -
'; Insurance Company Policyholder
Capitol Specialty Insurance Corporation Sports and Recreation Providers Association Purchasing Group G
1776 South Naperville Road, Bldg-B
Wheaton, IL 60187
~' Named Insured Member Certificate Policy Period
Game Time International Effective 10/31/2008
PO Box 872 Expiration 9/30/2009
Nampa, ID 83653-0872 Coverage is effective and expires at 12:01 am at the address of the
insured member
Location/Description of Operations
'''; Basketball Activities
Schedule of Additional Insureds
_- The below entities are added as additional insured but only in respect to liability arising out of operations of the named insured during the
';policy term.
~'~ 1. 2. 3.
~~ Benchmark Research and Safety Inc. East Valley Middle School Northwest Nazarene University
1150 Alturas Drive, Suite 108 4085 EAst Greenhurst 623 S Holly St
Moscow, ID 83842 Nampa, ID 83687 Nampa, ID 83687
4. 5. 6.
Treasure Valley Fitness Marsing High School Leadership 1~` LLC
7211 W. Colonial Street 800 West Main 315 N. Stampede Drive ~
y Boise, ID 83709 Marsing, ID 83639 Nampa, ID 83687
-; 7. 8. 9. -
a
j This Certificate Issued By:
Francis L. Dean & Associates, Inc. _
1776 South Naperville Road, Bldg-B
P.O. Box 4200 -
- Wheaton, II. 60189
(630)665-7011
~ ~ ~apitol Specialty Insurance Corporation certifies that the certificate holder named herein is insured under the Sports & Recreation
I?roviders Association Purchasing Group Master Policy. The limits of liability, premium and effective date of coverage applicable to such
'~ certificate holder are as specified above. This certificate of insurance is not the contract of insurance. It is merely evidence of
', lnsurance provided under the Master Policy. All claims are paid according to the term of the Master Policy.
', fo review a copy of the Master Policy, please a-mail glpolicy@fdean.com.
Authorized Purchasing Group Representative ~FrancisG. Dean