HomeMy WebLinkAboutProfessional Service Agreement with Linda Cowan for Kettlebell ClassesAGREEMENT
FOR
KETTLEBELL CLASSES
THIS AGREEMENT FOR KETTLE BELL CLASS SERVICES is made this
4th day of January , 2010, 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 LINDA COWAN, hereinafter referred to as "CONSULTANT",
whose business address is 2025 E Kentucky Dr, Nampa, ID 83686.
INTRODUCTION
WHEREAS, the City has a need for services involving KettleBell
lasses; and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform 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:
TERMS AND CONDITIONS
1. Scope of Services:
1.1 CONSULTANT shall perform and furnish to the City upon
execution of this Agreement and receipt of the City's written notice
to proceed, all services, and comply in alf respects, as specified
below and in Exhibit A:
KETTLE BELL CLASSES
1.2 All documents, drawings and written work product prepared
or produced by the Consultant under this Agreement, including
without limitation electronic data files, are the property of the
Consultant; provided, however, the City shall have the right to
reproduce, publish and use alt such work, or any part thereof, in
any manner and for any purposes whatsoever and to authorize
others to do so.
1.3 The Consultant shall provide services and work under this
Agreement consistent with the requirements and standards
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established by applicable federal, state and city laws, ordinances,
regulations and resolutions. The Consultant represents and
warrants that it will pertorm it's work in accordance with generally
accepted industry standards and practices for the profession or
professions that are used in pertormance of this Agreement and
that are in effect at the time of pertormance of this Agreement.
2. Consideration: The Consultant shall be compensated on a time
and Materials basis as provided in "Exhibit Bp below, for full and
complete compensation under this agreement. The City will not
withhold any Federal or State income taxes or Social Security Tax
from any payment made by City to Consultant under the terms and
conditions of this Agreement.
3. Time of Performance: This agreement shall become effective
upon execution by both parties, and shall expire upon completion
of the agreed upon services unless sooner terminated as provided
below or unless some other method or time of termination is listed
in Exhibit A. This Agreement shall terminate automatically on the
occurrence of (a) bankruptcy or insolvency of either party, or (b)
sale of Consultants business.
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.
5. Notices: Any and all notices required to be given by either of the
parties hereto, uniess 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
Human Resources
33 E. Broadway Avenue
Meridian, Idaho 83642
Linda Cowan
2025 E Kentucky Dr
Nampa, ID 83686
205-880-8457
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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.
6. 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 forteiture of this Agreement.
7. Time is of the Essence: The parties hereto acknowledge and
agree that time is sfirictly 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.
8. Assignment: It is expressly agreed and understood by the parties
hereto, that CONSULTANT shalt 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.
9. Discrimination Prohibited: In performing the Services required
herein, CONSULTANT 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.
10. 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.
11. 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 othervvise
use, in whole or in part, any reports, data or other materials
prepared under this Agreement.
12. Compliance with Laws: In performing the scope of services
required hereunder, CONSULTANT shall comply with all applicable
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laws, ordinances, and codes of Federal, State, and local
governments.
13. 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 befinreen the CITY and CONSULTANT, shall be
incorporated in written amendments to this Agreement.
14. 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
pertormance 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.
15. 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
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as the remainder of the Agreement is reasonably capable of
completion.
16. Advice of Attorney: Each party warrants and represents that in
executing this Agreement, it has received independent legal advice
from it's attorney's or the opportunity to seek such advice.
17. 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.
1 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.
19. Approval Required: This Agreement shall not become effective
or binding until approved by the City of Meridian.
CITY OF MERIDIAN CONSULTANT
BY:
TAMMY d~ W RD, INI~4YOR BY: LINDA COWAN
Attest: `~~~,,,, ~ ~ ~ ~ ~ ~ ~ ~,,,,,~~
rF ;
o
AYC L. HOLMAN, CITY C~.E $~~
_'''.,'90,9 GST 1st •, P.~t.`\:
~~, ~`~
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Approved as to Form
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CITY ATTORNEY
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EXHIBIT A ____J_.._E.
~~~R~ 4~ SERVICES
Duties:
Kettle Bell Class Instructor to perform duties four days per week, Mondays and
Wednesdays 12:OOpm-12:50pm and Tuesdays and Thursdays 6:15am arties.
7:15am, unless othervvrse specified and mutually agreed upon by both p
Kettle Bell Class Instructor to provide Kettle Bells.
Kettle Bell Class to be one hour sessions and offered at a minimum of two days
per week.
~:
Kettle Bell Class Instructor duties to be performed on the 3`~ Floor of Meridian
City Hall in Room # 306 unless otherwise mutually agreed upon by both parties.
~~.
Compensation:
$7.35 per person per class. Instructor has the right to terminate class if student
participation falls below 6 students/participants.
Exhibit A