HomeMy WebLinkAboutProfessional Service Agreement with Kim Ingraham for Pilates Classese t .
w
HUMAN RESOURCES. PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MERIDIAN AND ~ ~~1 ~ a'~~ ~ ~ ~.~~~/,t~~~~~
t
THIS AGREEMENT, effective the ~ day of ~ ~ c,.~ ~ .2009, by and
between the City of Meridian, a municipal corporation organiz d under the laws of the State of
aho, ereinafter re,~rred to as "CITY", 33 East Broadway A nu Meridian, Idaho 83642. and
-I~~ / ~reinafter referred to as _~
__-.~
l . Scope of Services: ~-~-1-- shall perform all services, and comply in all
respects, as specified in the document titled "Scope of Services" a copy o#' 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 .~.~ ; l ~ _
f~-C., and shall expire no later than September 30.2U09 unless earlier terminated
or extended.
Indemnification and Insurance: ~--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 ~_, its servants, agents, employees. guests, and business
invitees, and not caused by or arising out ol'the tortious conduct of CITY or its
employees. ~ ~ will provide services to the CITY anal shall be liable for
all acts of their employees while upon the premises of the CITY. "I`he CITY will
further indemnify ~ for any losses, claims, actions, or acts by the
CITY, its agents or employees, taken in furtherance or related to the training
received from -~-.
4. Independent Contractor. In all matters pertaining to this agreement,
____ shall be acting as an independent contractor, and neither ~~
nor any officer, employee or agent of i will be deemed. an employee of
CI'I"Y. The selection and designation of the personnel of the CITY in the
performance of this agreement shall be made by the CITY.
Compensation: _~~~ shall be compensated for Human I2csvurces
consulting services pursuant to and specified in attached Exhibit "A." I°ar the
purposes of contact for compliance with this Agreement -_ ~~ _ may deal
exclusively with:
Personal Services Agreement -page 1 of 5
Human Resources Director
City of Meridian
33 E. Broadway
Meridian, ID 83642
6. Method of Payment: will be paid at the rate_as specified in the
Scope of Services as referenced in Article 1 above _~~.~,_.~.__ steal! be
responsible to provide an accounting of services provided. will be
paid within thirty days (30) of providing the City with an invoice.
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, certsGed, return receipt
requested, addressed as follows:
City of Meridian
33 E. Broadway Avenue
Meridian, Idaho 8364?
Address of Vendor
Either party may change their address for the purpose of this paragraph by giving
written notice of such change to the other in the mariner herein provided.
Attorney Fees: Should any litigation be commenced betwcx:n the parties l~ereta
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 deemt'd
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 prevision
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.
1 Q. Assignment: It is expressly agreed and understood by the parties hereto, that
~a~_ 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.
Personal Services Agreement -page 2 of 5
I l . Discrimination Prohibited: In performing the Services required herein.
,,:_,_~_ shall not discriminate 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.
1 ~. Audits and Inspections: At any time during normal business hours and as often
as the CITY may deem necessary, there shall be made available to the CITY for
examination all of _~:~~-~_'S records with respect to all matters covered by
this Agreement. ~ ~ shall permit the CITY to audit. examine, and make
excerpts or transcripts from such records and to make audits of al.l contracts.
invoices, materials, payrolls, records of personnel, conditions of employment and
other data relating to all matters covered by this Agreement.
14. Publication, Reproduction and Use of Material; The C('fY 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 that are
property of the CITY. - ~~ 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 ~_. Those
documents may not be reproduced without the express written consent of
~~~_. Documents that are restricted by this condition must 'be clearly
marked and identified by ~~~~_4. to claim this exclusion. Said proprietary
materials shall remain the property of _ 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,
,~~_ shall comply with all. applicable laws, ordinances, and codes of`
Federal, State, and local governments.
i 6. Changes: The CI"J'Y 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 ~._'S compensation, which are xnutua[ly
agreed upon by and between the CITY and ,shall be incorporated in
written amendments to this Agreement.
17. Termination:
For Cause: 1f, through. any cause, ~ ~_, its officers, ~nrployees, or agents
fails to fulfill in a timely and proper manner its obligations under this Agreement,
Personal Services Agreement -page 3 of 5
violates any of the covenants, agreements, or stipulations of this .~lbneement,
falsifies any record or document required to be prepared under this agreement.
engages in fraud, dishonesty, or any other act of misconduct in the perforrrtance of
this contract, the CITY may immediately terminate this agreement with notice to
~. An accounting pursuant to this agreement can then occur to assure
that proper payments or credits are accomplished.
Without Cause: Ifxhe City Council determines that termination of this
Agreement is in the best interest of CITY, the CI'T'Y shall thereupon have the right
to terminate this Agreement by giving written notice to -~- of such
termination and specifying the effective date thereof at least sixty (60) days before
the effective date of such termination. ~~- -may also terminate this
agreement at any time 6y giving at feast sixty (6Q) days notice to C'I'fY.
In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by _' t-- '"l: under this Agi'er:mcnt shall,
at the option of the CITY, become its property, and ~ ~ ~.- ___ shall br: entitled
to receive just and equitable compensation for any work satisfactorily complete
hereunder.
Notwithstanding the above, 1 _ shall not he r~~lievcd c>f liabilit~~ to the
CITY for dama es sustained by the CI'T'Y by virtue of any breach of this
A reement by . and the CITY may withhold any payments to
_~ for the purposes of set-off until such time as the exact amount of
damages due the CITY from 1~- N..~ is determined. This provision shall
survive the termination of this agreement and shall not. relieve ~~ !-~~ of its
liability to the CITY for damages.
18. Construction and Severability: If any part of this Agreement is head to he
invalid or unenforceable, such holding will not affect the validity or enforce:thility
of any other part of this Agreement so long as the remainder of the Agreement is
reasonably capable of completion.
t 9. 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. The
parties also understand that ~ _____ has existing Agreements with the CI"fY
t tare not incorporated under this Agreement. "['he L("]'Y may contract with
to perform other functions not included in the `cope of Services of
this Agreement. Any such contemporaneous agreements shall also be in writing
and substantially similar to this Agreement.
Personal Services Agreement -page 4 of 5
2Q. Applicable Law: "Chis Agreement shall be governed by and construed and
enforced in accordance with the Taws of the State of Idaho, and the ordinances oI'
the City of Meridian.
21. Approval Required: This Agreement shall not become effectiv4 or binding until
approved by the City of Meridian.
PA
Name of Vendor or~'I'-•incipal of Compainy
CITY OF M1RIDIl1N
BY: _ ® .~~
'I'AIvIMY e EI rRD, MAYOR ~~^
Attest: .~~~~\`\`~y O~ MERj~,~y ~~~~,
~~ rF0
!A~'C'EE OLMAN., CITY C~.E $];i ~j, -
~ ~,~
O .
_ ~ Personal Services Agreement -page 5 of 5
ATTACHMENT "A"
Pilates Classes
Twice a week from April 1 to May 16
$5.00 per person per class