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HomeMy WebLinkAboutInstructor Services Agreement with Jeanette Light for Zumba ClassesAGREEMENT FOR ZUMBA CLASSES T IS AGREEMENT FOR ZUMBA CLASS SERVICES is made this day of , ~ C. , 2011, and entered into b and between the Cit of Meridian .. y y , 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 JEANETTE LIGHT, hereinafter referred to as "CONSULTANT", whose business address is 4973 W Talamore Dr., Meridian, ID 83646. INTRODUCTION WHEREAS, the City has a need for services involving Z mba Classes; and WHEREAS, the Consultant is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, inconsideration 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 all respects, as specified below and in Exhibit A: ZUMBA 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 all 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 established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Consultant represents and warrants that it will perform work in accordance with generally accepted industry standards and practices for the profession or Page 1 of 5 professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. 2. Consideration: The Consultant shall be compensated on a time and Materials basis as provided in "Exhibit A" 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, September 30, 2011 or 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, em to ee or pY 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, 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 Human Resources 33 E. Broadway Avenue Meridian, Idaho 83642 JEANETTE LIGHT 4973 W Talamore Dr Meridian, ID 83646 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 maybe granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to Page 2 of 5 be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 7. 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. 8. 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. 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 otherwise 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 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 between 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, Page 3 of 5 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 Agreement by giving written notice to CONSULTANT of such termination and specifying the effective date thereof at least fifteen X15) days before the effective date of such termination. CONSULTANT may terminate this agreement at any time by giving at least sixty X60) 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 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. 18. 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. Page 4 of 5 19. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN BY: TAMMY de RD, MAYOR Attest: JAYCE~L. HOLMAN, Approved as to Form CITY ATTORNEY Jeanette Light ~`~`~`,~td~i~~rf~o~oe~, ~~ -: r ~.. ~. CITY~LE K y ... ,.~ ~ ~ ~~ ~. A~ v. ~ ~ ~ ~ ~~ "~ ~>>~-PRt~R ~~~~~1~` %~ Page 5 of 5 CONSULTANT EXHIBIT A SCOPE OF SERVICES Duties: Zumba Class Instructor to perform duties one day per week, Friday, unless otherwise specified and mutually agreed upon by both parties. Classes to begin at 12:05 p.m. Zumba Class Instructor to provide any necessary props. Zumba Class to be one hour sessions and offered at a minimum of one day per week. Zumba Class Instructor duties to be performed on the 3rd Floor of Meridian City Hall in Room # 306, unless otherwise mutually agreed upon by both parties. Compensation: $5.00 per person per class. Instructor has the right to terminate class if student participation falls below 6 students/participants. Exhibit A