HomeMy WebLinkAboutProfessional Services Agreement with Lynda Friesz Public Relations, Inc. for South Meridian Area PlanningAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made this 31 day of March , 2005, 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
Linda Friesz Public Relations, Inc., hereinafter referred to as "CONSULTANT", whose business
address is 816 West Bannock, 4th Floor, Boise, ID 83702.
1. Scope of Services: CONSULTANT 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 Attachment "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 become effective upon execution by
both parties, and shall expire on May 15, 2006 [NOTE: should be no later than
the end of the current fiscal year] unless earlier terminated or extended.
3. Indemnification and Insurance: CONSULTANT 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 CONSULTANT, its servants, agents, employees, guests, and business
invitees, and not caused by or arising out of the tortious conduct of CITY or its
employees. CONSULTANT shall maintain, and specifically agrees that it will
maintain, throughout the term of this Agreement, liability insurance, in which the
CITY shall be named an additional insured in the minimum amount as specified
in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code.
The limits of insurance shall not be deemed a limitation of the covenants to
indemnify and save and hold harmless CITY; and if CITY becomes liable for an
amount in excess of the insurance limits, herein provided, CONSULTANT
covenants and agrees to indemnify and save and hold harmless CITY from and for
all such losses, claims, actions, or judgments for damages or liability to persons or
property. Additionally, CONSULTANT shall maintain Workers Compensation
Insurance, in the statutory limits as required by law. CONSULTANT shall
provide CITY with a Certificate of Insurance, or other proof of insurance
evidencing CONSULTANT'S compliance with the requirements of this paragraph
and file such proof of insurance with the CITY. In the event the insurance
minimums are changed, CONSULTANT shall immediately submit proof of
compliance with the changed limits. Evidence of all insurance shall be submitted
to the City Clerk with a copy to Meridian City Accounting, 33 East Idaho Avenue,
Meridian, Idaho 83642.
PROFESSIONAL SERVICES AGREEMENT — page 1 of 5
4. Independent Contractor: 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. The selection and designation of the personnel of
the CITY in the performance of this agreement shall be made by the CITY.
5. Compensation: CONSULTANT shall be compensated for professional services
pursuant to and specified in attached Exhibit "A."
6. Method of Payment: CONSULTANT will invoice the City of Meridian
Accounting Department at 33 East Idaho Avenue, Meridian, Idaho 83642 directly
for all current amounts earned under this Agreement at the end of each month or
upon completion of the scope of services. The CITY will pay all invoices within
thirty (30) days after receipt.
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
communicated when mailed in the United States mail, certified, return receipt
requested, addressed as follows:
City of Meridian
33 E. Idaho Avenue
Meridian, Idaho 83642
Lynda Friesz-Martin Public Relations, Inc.
816 West Bannock, 4th Floor
Boise, ID 83702
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.
PROFESSIONAL SERVICES AGREEMENT — page 2 of 5
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 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.
13. 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 CONSULTANT'S records with respect to all matters covered
by this Agreement. CONSULTANT 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 all 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
PROFESSIONAL SERVICES AGREEMENT — page 3 of 5
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 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. 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.
CONSULTANT
PROFESSIONAL SERVICES AGREEMENT — page 4 of 5
CITY OF MERIDIAN
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PROFESSIONAL SERVICES AGREEMENT — page 5 of 5
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