HomeMy WebLinkAboutProfessional Service Agreement with Powerhouse Fitness, Inc. for Kettlebell ClassesPERSONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MERIDIAN AND POWERHOUSE FITNESS, INC.
THIS AGREEMENT, effective the 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 POWERHOUSE
FITNESS, INC., 2025 E Kentucky Drive, Nampa, Idaho, 83686.
1. Scope of Services: POWERHOUSE FITNESS, INC., 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.
Indemnification and Insurance: POWERHOUSE FITNESS, INC., 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
POWERHOUSE FITNESS, INC., its servants, agents, employees, guests, and business
invitees, and not caused by or arising out of the tortious conduct of CITY or its employees.
POWERHOUSE FITNESS, INC. 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 POWERHOUSE FITNESS, INC., for any losses, claims, actions, or acts by the
CITY, its agents or employees, taken in furtherance or related to the services received from
POWERHOUSE FITNESS, INC.
4. Independent Contractor: In all matters pertaining to this agreement, POWERHOUSE
FITNESS, INC. shall be acting as an independent contractor, and neither POWERHOUSE
FITNESS, INC., nor any officer, employee or agent of POWERHOUSE FITNESS, INC. 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: POWERHOUSE FITNESS, INC., shall be compensated for Kettle Bell
Classes pursuant to and specified in attached Exhibit "A." For the purposes of contact for
compliance with this Agreement POWERHOUSE FITNESS, INC. may deal exclusively with:
Human Resources Director
City of Meridian
33 E. Broadway
Meridian, ID 83642
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6. Method of Payment: POWERHOUSE FITNESS, INC. will be paid at the rate as
specified in the Scope of Services as referenced in Article 1 above. POWERHOUSE
FITNESS, INC. shall be responsible to provide an accounting of services provided.
POWERHOUSE FITNESS, INC. 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 POWERHOUSE FITNESS, INC.
33 E. Broadway Avenue Attn: Linda Cowan
Meridian, Idaho 83642 2025 E Kentucky Dr
Nampa, ID 83686
208-880-8457
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.
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
POWERHOUSE FITNESS, INC. 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, POWERHOUSE
FITNESS, INC. 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
Personal Services Agreement -page 2 of 4
of POWERHOUSE FITNESS, INC.'S records with respect to all matters covered by this
Agreement. POWERHOUSE FITNESS, INC. 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: 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.
POWERHOUSE FITNESS, INC. 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 POWERHOUSE FITNESS, INC. Those documents may not
be reproduced without the express written consent of POWERHOUSE FITNESS, INC.
Documents that are restricted by this condition must be clearly marked and identified by
POWERHOUSE FITNESS, INC. to claim this exclusion. Said proprietary materials shall
remain the property of POWERHOUSE FITNESS, INC. 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,
POWERHOUSE FITNESS, INC. 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 POWERHOUSE FITNESS, INC.'S compensation, which are mutually agreed upon by
and between the CITY and POWERHOUSE FITNESS, INC. shall be incorporated in
written amendments to this Agreement.
17. Termination: For Cause: If, through any cause, POWERHOUSE FITNESS, INC., 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
POWERHOUSE FITNESS, INC. 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 POWERHOUSE FITNESS, INC. of such termination and
specifying the effective date thereof at least sixty (60) days before the effective date of such
termination. POWERHOUSE FITNESS, INC. may also terminate this agreement at any
time by giving at least sixty (60) days notice to CITY.
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In the event of any termination of this Agreement, all finished or unfinished documents,
data, and reports prepared by POWERHOUSE FITNESS, INC. under this Agreement shall,
at the option of the CITY, become its property, and POWERHOUSE FITNESS, INC. shall
be entitled to receive just and equitable compensation for any work satisfactorily complete
hereunder.
Notwithstanding the above, POWERHOUSE FITNESS, INC. shall not be relieved of
liability to the CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by POWERHOUSE FITNESS, INC., and the CITY may withhold any
payments to POWERHOUSE FITNESS, INC. for the purposes of set-off until such time as
the exact amount of damages due the CITY from POWERHOUSE FITNESS, INC. is
determined. This provision shall survive the termination of this agreement and shall not
relieve POWERHOUSE FITNESS, INC. 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 POWERHOUSE FITNESS, INC. has existing Agreements with the CITY that are not
incorporated under this Agreement. The CITY may contract with POWERHOUSE
FITNESS, INC. 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 POWERHfOUSE FITNESS, INC.
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BY' _,.---~~~~. ,~~.~~ BY: GC's
TAMMX WEERD, MAY~R~~ yyE~~ LINDA COWA
Attest: ~\\C~~~a~TFO y~, '
SAL
aycee L. olman, City Clerk ~S'
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Personal Services Agreement -page 4 ~~ CO(p~TY • \0~~~~
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EXHIBIT A
Scope of Services
Duties:
Kettle Bell Class Instructor to perform duties two days per week, Mondays and Wednesdays
12:OOpm-12:SOpm, unless otherwise specified and mutually agreed upon by both parties.
Kettle Bell Class Instructor to provide Kettle Bells.
Kettle Bell Class Instructor duties to be performed on the 3`d 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