HomeMy WebLinkAboutProfessional Services Agreement with LEADERSHIP for Highschool SportsPROFESSIONAL SERVICES AGREEMENT with L.E.A.D.E.R.S.H.I.P.1St, LLC
for DEVELOPMENT AND IMPLEMENTATION OF HIGH SCHOOL SPORTS TEAMS
LEADERSHIP AND ANTI-DRUG PROGRAM
This PROFESSIONAL SERVICES AGREEMENT with L.E.A.D.E.R.S.H.I.P, lst,
LLC for DEVELOPMENT AND IMPLEMENTATION OF HIGH SCHOOL SPORTS
TEAMS LEADERSHIP AND ANTI-DRUG PROGRAM is made this ~~3 day of August,
2011("Effective Date"), 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 L.E.A.D.E.R.S.H.I.P. lst, LLC, a limited
liability company organized under the laws of the State of Idaho, hereinafter referred to as
"Contractor," whose address is P.O. Box 872, Nampa, Idaho 83653.
WHEREAS, City seeks to reduce substance abuse among youth adults by addressing the
factors in our community that increase the risk of substance abuse and promoting the factors that
minimize the risk of substance abuse;
WHEREAS, Contractor is specially trained, experienced, and competent to provide, 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:
I. TERMS AND CONDITIONS
A. Scope of Services. Contractor shall perform and furnish to City, upon execution of this
Agreement, all services, and comply in all respects, as specified in the document entitled
"Scope of Services," a copy of which is attached hereto as Appendix A and incorporated
herein by this reference.
B. Compensation. For services provided hereunder, Contractor shall be compensated in the
amount of $3,500.00 per program implemented, not to exceed three (3) programs or ten
thousand five hundred dollars ($10,500.00).
C. Method of payment. Contractor shall provide City with an invoice for servicesand/or
materials provided during the billing period, which City shall pay within thirty (30) days
of receipt thereof. City shall not withhold any federal or state income taxes or Social
Security tax from any payment made by City to Contractor under the terms and conditions
of this Agreement. Payment of all taxes and other assessments on such sums shall be the
sole responsibility of Contractor.
D, Time of Performance.
1. Effective date and expiration. This Agreement shall become effective as of the
Effective Date upon execution by both parties, and shall expire on September 30,
PROFESSIONAL SERVICES AGREEMENT - L.E.A.D.E,R.S.H.I.P. l ST PAGE 1 Of 8
201 1, unless earlier terminated or mutually extended.
2. Time of the essence. Services and work provided by Contractor under this
Agreement shall be performed in a timely manner as specified in the document
entitled "Scope of Services," a copy of which is attached hereto as Appendix A and
incorporated herein by this reference.. 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.
E. Independent Contractor. In all matters pertaining to this agreement, Contractor shall be
acting as an independent contractor, and neither Contractor nor any manager, officer,
employee or agent of Contractor shall be deemed an employee of City. Except as
expressly provided in Appendix A, Contractor has no authority or responsibility to
exercise any rights or power vested in City. The selection and designation of the
personnel of City in the performance of this agreement shall be made by City.
F. Indemnification and Insurance:
1. Indemnification. Contractor shall indemnify and save and hold harmless City from
and for any and all losses, claims, actions, judgments for damages, and/or injury to
persons or property and losses and expenses and other costs including litigation costs
and attorneys' fees, arising out of, resulting from, or in connection with the
performance of this Agreement by Contractor and/or Contractor's officers, employs,
agents, representatives and/or subcontractors and resulting in and/or attributable to
personal injury, death, and/or damage and/or destruction to tangible or intangible
property and not caused by or arising out of the tortious conduct of City or its
employees.
2. Waiver. Contractor waives any and all claims and recourse against City, including
the right of contribution for loss and damage to persons or property arising from,
growing out of, or in any way connected with or incident to Contractor's performance
of this Agreement, whether such loss or damage may be attributable to known or
unknown conditions, except for liability arising out of concurrent or sole negligence
of City or its officers, agents or employees.
3. Insurance to be obtained by Contractor. Contractor shall obtain and shall
maintain, at its own expense, from the Effective Date of this Agreement through
termination or completion of this Agreement, each and all of the following:
a. General liability insurance. General liability insurance with a limit of not less
than one million dollars ($1,000,000.00) per each occurrence, combined single
limit bodily injury and property damage, covering the actions and omissions of
PROFESSIONAL SERVICES AGREEMENT - L.E.A.D.E.R.S.H.I.P. 1 ST PAGE 2 Of 8
Contractor and its employees, agents, and/or workers, including coverage for
owned, non-owned, and hired vehicles, as applicable.
b. Workers' compensation insurance. Workers' compensation insurance, in the
amount required bylaw, to cover any and all persons employed by Contractor.
4. Proof of insurance. Contractor shall provide to City, within seven (7) days of the
Effective Date of this Agreement, written proof that Contractor has obtained all
insurance required hereunder. If any change is made to any insurance policy or
coverage required under and/or obtained pursuant to this Agreement, Contractor shall
notify City immediately.
5. No cancellation without notice. On all insurance policies required under this
agreement, such policies shall provide that they may not be cancelled or reduced in
coverage except upon thirty (30) days advance written notice to all Parties. Any
cancellation of insurance without appropriate replacement in the amounts and terms
set forth herein may constitute grounds for termination of the contract.
G. Notices:
1. Parties' addresses. Any and all notices, invoices, and/or reports required to be
provided by either of the parties hereto, unless otherwise stated in this Agreement,
shall be in writing and be deemed communicated when mailed by United States Mail,
certified, return receipt requested, addressed as follows:
Lt. John Overton
Meridian Police Department
1401 E. Watertower Street
Meridian, Idaho 83642
Derrick Boles, Manager
L.E.A.D.E.R.S.H.I.P. l st, LLC
P.O. Box 872
Nampa, Idaho 83653
2. Address changes. Either party may change its address for the purpose of this section
by giving written notice of such change to the other in the manner herein provided.
H. 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.
I. Assignment. It is expressly agreed and understood by the parties hereto, that Contractor
shall not have the right to assign, transfer, hypothecate or sell any of Contractor's rights
under this Agreement except upon the prior express written consent of City.
PROFESSIONAL SERVICES AGREEMENT - L.E.A.D.E.R.S.H.I.P. l ST PAGE 3 Of 8
J. Discrimination Prohibited. In performing the services required hereunder, Contractor
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.
K. Reports and Information. At such times and in such forms as City may require, there
shall be furnished to City such statements, records, reports, data and information as City
may request pertaining to matters covered by this Agreement, in addition to the reports
enumerated in Appendix A, section IV.
L. Audits and Inspections. At any time during normal business hours and as often as City
may deem necessary, there shall be made available to City for examination all of
Contractor's records with respect to all matters covered by this Agreement. Contractor
shall permit 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.
M. Publication, Reproduction and Use of Material.
1. Development of Curriculum. In developing the Curriculum described in Appendix
A, Contractor intends to adapt existing best practice and promising programs and
information. Contractor shall obtain all necessary written consents and permissions
as may be required bylaw or industry standard from the author(s) and/or originator(s)
of each original program and/or information prior to use pursuant to this Agreement.
2. No copyright. 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. 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.
3. Ownership. All data and information collected by Contractor shall be owned by City
and considered the intellectual property of City, but shall be available for use by
Contractor for the limited purpose of assessing the effectiveness of online learning.
N. Compliance with laws and industry standards. Contractor 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.
Contractor represents and warrants that Contractor shall perform all work under this
Agreement in accordance with generally accepted industry standards and practices for the
profession or professions that are used in performance of this Agreement and that are in
effect at the time of performance of this Agreement.
PROFESSIONAL SERVICES AGREEMENT - L.E.A.D.E.R.S.H.I.P. 1 ST PAGE 4 Of 8
0. Termination.
1. Grounds for termination. Grounds for termination of this Agreement shall include,
but shall not be limited to:
a. Any act or omission by Contractor and/or her officers, employees, or agents, by
which Contractor fails to fulfill in a timely and proper manner its obligations
under this Agreement, violates any of the covenants, agreements, and/or
stipulations of this Agreement, falsifies any record or document required to be
prepared under this Agreement, or engages in fraud, dishonesty, or any other act
of misconduct in the performance of this Agreement.
b. A determination by the Meridian City Council that termination of this Agreement
is in the best interest of City
c. An act or omission by either party which breaches any term of this Agreement.
d. An act of nature, loss of grant funding, or other unforeseeable event which
precludes or makes impossible the performance of the terms of this Agreement by
either party.
e. A change in circumstances that renders the performance by either party a
detriment to the public health, safety, or welfare.
2. Notice of termination; cure. Either party may terminate this Agreement by
providing fourteen (14) days advance written notice of intention to terminate. Such
written notice shall include a description of the breach or circumstances providing
grounds for termination. A seven (7) day cure period shall commence upon mailing
of the notice of intention to terminate. If, upon the expiration of such cure period,
cure of the breach or circumstances providing grounds for termination has not
occurred, this Agreement may be terminated upon provision of written notice of
termination.
3. Ownership upon termination. In the event of any termination of this Agreement for
any reason and/or by either party, all finished or unfinished documents, data, and
reports prepared by Contractor under this Agreement shall, at the option of City,
become its property, and Contractor shall be entitled to receive just and equitable
compensation for any work satisfactorily completed hereunder.
4. No release of liability; set-off. Notwithstanding the above or any other provision of
this Agreement, Contractor shall not be relieved of liability to City for damages
sustained by City by virtue of any breach of this Agreement by Contractor, and City
may withhold any payments to Contractor for the purposes ofset-off until such time
as the exact amount of damages due City from Contractor is determined. This
PROFESSIONAL SERVICES AGREEMENT - L.E.A.D.E.R.S.H.I.P. 1 ST PAGE 5 Of 8
provision shall survive the termination of this agreement and shall not relieve
Contractor of her liability to City for damages.
P. 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.
Q. Advice of Attorney. Each party warrants and represents that in executing this
Agreement, it has received independent legal advice from its respective attorney and/or
has received the opportunity to seek such advice.
R. Non-waiver. Failure of either party to promptly enforce the strict performance of any
term of this Agreement shall not constitute a waiver or relinquishment of any party's right
to thereafter enforce such term, and any right or remedy hereunder maybe asserted at any
time after the governing body of either party becomes entitled to the benefit thereof,
notwithstanding delay in enforcement.
S. 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.
T. 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.
U. Approval Required. This Agreement shall not become effective or binding until
approved by the governing body of City.
CONT OR:
BY:
D rick Boles
Manager, L.E.A.D.E.R.S.H.I.P. l st, LLC
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PROFESSIONAL SERVICES AGREEMENT - L.E.A.D.E.R.S.H.I.P. 1 ST PAGE 6 Of 8
APPENDIX A
SCOPE OF SERVICES
I. CURRICULUM DEVELOPMENT
By August 1, 201 1, Contractor shall prepare a curriculum and materials for use by high
school coaches and athletes in grades 9 to 12 ("athletes") which curriculum shall target the
following key learning outcomes ("Curriculum"):
A. Leadership Development. The Leadership Development component of the curriculum
will be adapted from L-1 middle school program developed by Damoni Wright. It will
focus on developing strong leadership character traits within each participant by
providing definitions and personal experiences. This component will focus on decision-
making, leadership skills, and character education.
B. Drug and Alcohol Education. The Drug and Alcohol Education component of the
curriculum will be adapted from "Life of an Athlete" content developed by Dr. John
Underwood. It is designed to address etiologies and risks of substances used by young
athletes and to emphasize the impact of substance use on personal and team performance
and goals. This component will focus on education and response to social peer pressures.
C.
Online resource This is a new addition to the Impact coaching program, empowering and
engaging coaches to lead team members to lead and mentor. "The best way to learn ...is to
teach for coaches Each coach will be a part of an online program providing skills and tools
to become a catalyst for change.
II. COACHES' TRAINING
By August 3 1, 201 1, Derrick Boles, on behalf of Contractor, shall provide a training
session for the high school Fall sport coaches on use of the Curriculum by their respective
team's athletes and the coach's role in encouraging and supporting athletes' participation
in and completion of the Curriculum as part team membership and participation. The
training shall be between b0 and 90 minutes and shall be held at each participating high
school. Contractor shall provide each coach attending the training with a Drug and
Alcohol coach's manual and certification upon completion of the training session.
III. STUDENT ATHLETE EXPERIENCE
By August 31, 201 1, Derrick Boles, on behalf of Contractor, shall provide a student
athlete experience session for the high school fall athletes at each participating high
school which will encourage athletes to participate and complete the Curriculum as part
of team membership. This educational and informative seminar is designed to build
leadership skills and positive decision making skills with the student-athletes population.
Designed to be the foundation for challenging athletic value systems, social norms and
perceptions.
PROFESSIONAL SERVICES AGREEMENT - L.E.A.D.E.R.S.H.I.P. I ST PAGE 7 Of 8
PROVISION OF DATA
Contractor shall collect from each athlete pre- and post-program assessment data which
shall be used to track the effectiveness of the program based on the participant's
responses. At all times during the course of this Agreement, Contractor shall protect the
athletes' information and responses using a secure server provided by secureserver.com.
By December 3 1, 201 1, Contractor shall provide to City, in a raw data format, all data
and information collected. Contractor shall not be responsible for developing specific
reports, providing comparative data, or analysis of data provided. Contractor shall
provide all data and information collected in a confidential and timely fashion.
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