HomeMy WebLinkAboutProfesional Services Agreement with Lisa Johnson for Counseling and Consulting Services HR TrainingAGREEMENT
FOR
PROFESSIQNAL SERVICES
ENT made thi ay of Fri, 2011, by and between the qty
THIS AGREEM .
' ' ' ' oration or ani under the laws of the State of Idaho, hereinafter
of Meridian, a municipal corp g
" st Broadwa Avenue, Meridian, Idaho 83642, and LISA JOHNSON
referred to as CITY , 3 3 Ea y
ND CONSULTING, LLC, hereinafter referred to as "LISA JOHNSON
COUNSELING A
LILTING LLC" 815 South Bridgeway Place, Ste 112, Eagle, Idaho
COUNSELING AND CONS
83616.
o e of Services: LISA JOHNSON COUNSELING AND CONSULTING,
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LC shall erform all services, and comply in all respects, as specified in the
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ment titled "Sco e of Services" a copy of which is attached hereto as Exhibit
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" "and inco orated herein b this reference, together with any amendments that
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maybe agreed to in writing by the parties.
'me of Performance: This a reement shall become effective upon execution by
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oth arties and shall ex ire on September 30, 2011 unless earlier terminated or
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extended,
3. Indemnification and Insurance: LISA JOHNSON COUNSELING AND
NSULTING LLC shall indemnify and save and hold harmless CITY from and
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for any and all losses, claims, actions, judgments for damages, or injury to persons
or roe and losses and expenses caused or incurred by LISA JOHNSON
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COUNSELING AND CONSULTING, LLC, its servants, agents, employees,
uests, and business invitees, and not caused by or arising out of the tortuous
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conduct of CITY or its employees. LISA JOHNSON COUNSEL
ONSULTING LLC shall maintain, and specifically agrees that it will maintain,
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throw hout the term of this Agreement, liability Insurance, in which the CITY
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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, LISA JOHNSON COUNSELING
LTING LLC covenants and a rees to indemnify and save and hold
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harmless CITY from and for all such losses, claims, actions, or judgments for
dama es or liabili to persons or property. Additionally, LISA JOHNSON
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COUNSELING AND CONSULTING, LLC shall maintain Workers
' n Insurance in the statuto limits as required by law. LISA
Compensatlo rY
JOHNSON COUNSELING AND CONSULTING, LLC shall provide CITY with
a Certificate of Insurance, or other proof of insurance evidencing LISA.
JOHNSON COUNSELING AND CONSULTING, LLC'S compliance with the
re uirements of this ara ra h and file such. proof of insurance with the CITY. In
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the event the insurance minimums are changed, LISA JOHNSON COUNSELING
Human Resources Consulting Agreement -LISA JOHNSON COUNSELING AND CONSULTING, LLC -page 1 of 5
AND CONSULTING, LLC 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 Human Resources, 3 3 East Broadway Avenue,
Meridian, Idaho 83642.
4. Independent Contractor: In all matters pertaining to this agreement, LISA
JOHNSON COUNSELING AND CONSULTING, LLC shall be acting as an
independent contractor, and neither LISA JOHNSON COUNSELING AND
CONSULTING, LLC nor any officer, employee or agent of LISA JOHNSON
COUNSELING AND CONSULTING, LLC 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. Presentation Materials: All materials prepared for the purpose of this agreement
as well as any and all materials actually used in the presentation of the services
contemplated by this agreement shall be the property of the CITY.
6. Compensation: LISA JOHNSON COUNSELING AND CONSULTING, LLC
shall be compensated for professional human resources services pursuant to and
specified in attached Exhibit "A." During the remainder of this agreement, if the
CITY uses LISA JOHNSON COUNSELING AND CONSULTING, LLC for the
same or additional training then a new Scope of Work shall. be prepared and
incorporated by reference with this Agreement.
7 Method of Payment: LISA JOHNSON COUNSELING AND CONSULTING,
LLC will invoice the City of Meridian Human Resources Department at 33 East
Broadway Avenue, Meridian, Idaho 83642 directly for all current amounts earned
under this A reement at the end of each month. The CITY will pay all invoices
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within thirty (30) days after receipt.
8 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 Clerk
City of Meridian
Attn: Human Resources
3 3 E. Broadway Avenue
Meridian, Idaho 83642
LISA JOHNSON COUNSELING AND CONSULTING, LLC
815 South Bridgeway Place
Ste 112
Eagle, Idaho 83616
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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.
9. 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 maybe 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.
10. Time is of the Essence; The parties hereto acknowledge and agree that time is
strictl of the essence with res ect to each and every term, condition and provision
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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.
11. Assignment; It is expressly agreed and understood by the parties hereto, that
LISA JOHNSON COUNSELING AND CONSULTING, LLC shall not have the
ri ht to assi n, transfer, hypothecate or sell any of its rights under this Agreement
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except upon the prior express written consent of CITY.
12. Discrimination Prohibited: In performing the Services required herein, LISA
JOHNSON COUNSELING AND. CONSULTING, LLC shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or
ancestry, age or disability.
13. 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.
14. Audits and Inspections; At any time during normal business hours and as often
as the CITY ma deem necessa ,there shall be made available to the CITY for
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examination all of LISA JOHNSON COUNSELING AND CONSULTING,
LLC' S records with respect to all matters covered by this Agreement. LISA
JOHNSON COUNSELING AND CONSULTING, LLC 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 em loyment and other data relating to all matters covered by this
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Agreement.
15. Publication, Reproduction and Use of Material: No material produced in
whole or in art under this Agreement shall be subject to copyright in the United
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States or in any other country. The CITY shall have unrestricted authority to
Human Resources Consulting Agreement -LISA JOHNSON COUNSELING AND CONSULTING, LLC -page 3 of 5
publish, disclose and otherwise use, in whole or in part, any reports, data or other
materials prepared under this Agreement.
1 b. Com liance with Laws: In performing the scope of services required hereunder,
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LISA JOHNSON COUNSELING AND CONSULTING, LLC shall comply with
all applicable laws, ordinances, and codes of Federal, State, and local
governments.
17. 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 LISA JOHNSON COUNSELING AND
CONSULTING, LLC's compensation, which are mutually agreed upon by and
between the CITY and LISA JOHNSON COUNSELING AND CONSULTING,
LLC, shall be incorporated in written amendments to this Agreement.
18. Termination: If, through any cause, LISA JOHNSON COUNSELING AND
CONSULTING, LLC, 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, 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
A reement b ivin written notice to LISA JOHNSON COUNSELING AND
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CONSULTING, LLC of such termination and specifying the effective date thereof
at least fifteen (15) days before the effective date of such termination. LISA
JOHNSON COUNSELING AND CONSULTING, LLC may terminate this
a reement at any time by giving at least fifteen (15) 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 LISA JOHNSON COUNSELING AND
CONSULTING, LLC under this Agreement shall, at the option of the CITY,
become its property, and LISA JOHNSON COUNSELING AND CONSULTING,
LLC shall be entitled to receive 'ust and equitable compensation for any work
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satisfactorily complete hereunder.
Notwithstanding the above, LISA JOHNSON COUNSELING AND
CONSULTING, LLC shall not be relieved of liability to the CITY for damages
sustained b the CITY b virtue of any breach of this Agreement by LISA
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JOHNSON COUNSELING AND CONSULTING, LLC, and the CITY may
withhold any payments to LISA JOHNSON COUNSELING AND
CONSULTING, LLC for the purposes ofset-off until such time as the exact
amount of dama es due the CITY from LISA JOHNSON COUNSELING AND
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CONSULTING, LLC is determined. This provision shall survive the termination
of this agreement and shall not relieve LISA JOHNSON COUNSELING AND
CONSULTING, LLC of its liability to the CITY for damages.
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19. 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 an other art of this A reement so long as the remainder of the Agreement is
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reasonably capable of completion.
20. Entire A reement: This Agreement contains the entire agreement of the parties
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and su ersedes any and all other agreements or understandings, oral of written,
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whether revious to the execution hereof or contemporaneous herewith.
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21. A licable Law: This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of Idaho, and the ordinances o
the City of Meridian.
22. A royal Re uired: This Agreement shall not become effective or binding until
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approved by the City of Meridian.
LISA JOHNSON COUNSELING AND
CONSULTING, LLC.
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Lisa Johnso
Principal
CITY OF MERIDIAN
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Human Resources Consulting Agreement -LISA JOHNSON CQUNSELING AND CONSULTING, LLC -page 5 of 5
EXHIBIT "A"
Scope of Work
The City of Meridian wished to conduct training for public works staff to help them attain a better
awareness and respect for each others personalities and work towards building a better and more
effective Public Works Team.
Services Requested
The services requested by Lisa Johnson Counseling and Consulting, LLC, will include but will not
be limited to the following:
Utilize purchased curriculum and design, develop, and customize a facilitator guide,
PowerPoint presentation, and worksheetslhandouts for the course Emotional Intelligence.
Course will utilize experiential learning techniques to engage learners and allow them to
practice concepts introduced in the class.
Provide all course materials in Microsoft Word format. Course materials will be the
property of the City of Meridian and will be able to be customized and utilized for different
employee groups for training in the area of emotional intelligence.
Facilitate the delivery of two course sessions, each 2 hours in length, in March 2011.
Dates will be determined by both the City of Meridian schedule and Lisa Johnson
Counseling and Consulting availability.
Roles and Responsibilities of the City of Meridian
• Provide purchased curriculum and information needed to adequately customize the
course for your needs.
• Provide timely feedback regarding course materials regarding any revisions you wish to
be made.
• Provide the training goalslobjectives.
• Provide the training venue (location), copies of course materials, and other training
materials (flipchart or white board, LDS Projector - if you would like a PowerPoint slide
show to support the class), TV and DVD player.
• Provide timely payment of services (within 45 days of the final service)
Timeline of Services
• Lisa Johnson Counseling and Consulting Services can begin on January 20, 2011
• Submit rough draft of materials to City of Meridian by February 28, 2011
• Submit finalized materials to City of Meridian by March 7, 2011
• Conduct two training sessions (two hours in length each} on March 14, 2011.
Cost: Fee Schedule
Descri tion of Work Pro'ected Time S ent Fee
Customize and develop course materials for 6 hours $75.00 per hour
Emotional Intelligence Included customized (total $450.00)
Leaders Guide, course outline, participant
materials and PowerPoint Presentation.
Revise materials - u to two revisions 2 hours No cost
Facilitate two course sessions (2 hours in length) (2) Two hour course $100.00 per hour
sessions total $400.00
total Cost: $900.00
** Project deliverables, timelines, and fees are negotiable.
Anticipated hours for this project are: Approximately 12 hours