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HomeMy WebLinkAboutProfessional Service Agreement with Kristy Swinney for Massage ServicesPERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF MERIDIAN AND KRISTY SWINNEY THIS AGREEMENT, effective the 1~ day of October, 2010, 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 KRISTY SWINNEY, 1517 Euclid Avenue, Boise, ID 83706. Scope of Services: KRISTY SWINNEY 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 October 1, 2010, and shall expire no later than September 30, 2011 unless earlier terminated or extended. 3. Indemnification and Insurance: KRISTY SWINNEY 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 KRISTY SWINNEY, its servants, agents, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of CITY or its employees. KRISTY SWINNEY 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 will further indemnify KRISTY SWINNEY for any losses, claims, actions, or acts by the CITY, its agents or employees, taken in furtherance or related to the services received from KRISTY SWINNEY. 4. Independent Contractor: In all matters pertaining to this agreement, KRISTY SWINNEY shall be acting as an independent contractor, and neither KRISTY SWINNEY nor any officer, employee or agent of KRISTY SWINNEY 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. Compensation: KRISTY SWINNEY shall be compensated for Massage Therapist services pursuant to and specified in attached Exhibit "A." For the purposes of contact for compliance with this Agreement KRISTY SWINNEY may deal exclusively with: Human Resources Director City of Meridian 33 E. Broadway Meridian, ID 83642 6. Method of Payment: KRISTY SWINNEY will be paid at the rate as specified in the Scope of Services as referenced in Article 1 above KRISTY SWINNEY shall be Massage Therapist Personal Services Agreement -page 1 of 5 responsible to provide an accounting of services provided. KRISTY SWINNEY will be 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 communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian Kristy Swinney 33 E. Broadway Avenue 1517 Euclid Ave Meridian, Idaho 83642 Boise, ID 83706 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. 10. Assignment: It is expressly agreed and understood by the parties hereto, that KRISTY SWINNEY 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, KRISTY SWINNEY 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 KRISTY SWINNEY'S records with respect to all matters covered by this Agreement. KRISTY SWINNEY shall permit the CITY to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, Massage Therapist Personal Services Agreement -page 2 of 5 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 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 that are property of the CITY. KRISTY SWINNEY 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 KRISTY SWINNEY. Those documents may not be reproduced without the express written consent of KRISTY SWINNEY. Documents that are restricted by this condition must be clearly marked and identified by KRISTY SWINNEY to claim this exclusion. Said proprietary materials shall remain the property of KRISTY SWINNEY 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, KRISTY SWINNEY 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 KRISTY SWINNEY'S compensation, which are mutually agreed upon by and between the CITY and KRISTY SWINNEY, shall be incorporated in written amendments to this Agreement. 17. Termination: For Cause: If, through any cause, KRISTY SWINNEY, 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 performance of this contract, the CITY may immediately terminate this agreement with notice to KRISTY SWINNEY. 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 KRISTY SWINNEY of such termination and specifying the effective date thereof at least sixty (60) days before the effective date of such termination. KRISTY SWINNEY may also 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 KRISTY SWINNEY under this Agreement Massage Therapist Personal Services Agreement -page 3 of 5 shall, at the option of the CITY, become its property, and KRISTY SWINNEY shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, KRISTY SWINNEY shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by KRISTY SWINNEY, and the CITY may withhold any payments to KRISTY SWINNEY for the purposes of set-off until such time as the exact amount of damages due the CITY from KRISTY SWINNEY is determined. This provision shall survive the termination of this agreement and shall not relieve KRISTY SWINNEY 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. The parties also understand that KRISTY SWINNEY has existing Agreements with the CITY that are not incorporated under this Agreement. The CITY may contract with KRISTY SWINNEY 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. 21. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN Massage Therapist Personal Services Agreei4i~nt~++~~~`4 of 5 EXHIBIT A Scope of Services Massage Therapist will perform duties one day per month with the option to add additional day if required, unless otherwise specified and mutually agreed upon by both parties Massage Therapist duties to be performed during the hours of 10:00 a.m. and 2:00 p.m., unless otherwise specified and mutually agreed upon by both parties Massage Therapist duties to be performed on the 3`d Floor of Meridian City Hall in the Human Resources Department, unless otherwise specified and mutually agreed upon by both parties. Compensation $12.00 per person for each 15 minute massage. Exhibit A