HomeMy WebLinkAboutInstructor Services Agreement with Jeanette Light for Zumba Classes FY12PROFESSIONAL SERVICES AGREEMENT FOR INSTRUCTOR SERVICES
This PROFESSIONAL SERVICES AGREEMENT FOR INSTRUCTOR SERVICES is made
this I ~~~ da of ~ ` 2011 b and between the Ci of M ' ' ' '
y , y ty erid~an, a municipal
corporation organized under the laws of the State of Idaho, whose address is 33 East Broadway
Avenue, Meridian, Idaho (hereinafter "City"), and Jeanette Light, an individual person whose address
is 4973 W. Talamore Dr., Meridian, Idaho (hereinafter "Instructor") (collectively, "Parties").
V~VHEREAS, City and Instructor are mutually interested in providing and enhancing wellness
and fitness opportunities for employees of City;
WHEREAS, Instructor has specialized training, experience, and skill and is willing to dedicate
such skill to the instruction of City employees;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants
herein contained, and in consideration of the recitals above, which are incorporated herein, City and
Instructor agree as follows:
I. GENERAL OBLIGATIONS AND EXPECTATIONS OF INSTRUCTOR.
A. Scope of Services. Upon execution of this Agreement, Instructor shall perform and furnish to
City all services as specified in the document entitled "Scope of Services," a copy of which is
attached hereto as Exhibit A and incorporated herein by this reference.
B. Timeliness. Instructor shall perform services and work under this Agreement from October 1,
2011 through September 30, 2012.
C. Compliance with laws and standards. Instructor shall provide services and work under this
Agreement consistent with the requirements and standards established by any and all applicable
federal, state and city laws, ordinances, regulations and resolutions. Instructor represents and
warrants that Instructor will perform all work under this Agreement in accordance with
generally accepted industry standards and safety practices for the professions or specialties that
are used in performance of this Agreement.
II. CONSIDERATION.
A. Compensation. City shall pay Instructor for services rendered under this Agreement in the
amount speciled in the Scope of Services attached hereto. This amount shall constitute full
compensation for any and all services performed, materials furnished, and costs incurred by
Instructor.
B. Method of payment. City shall remit payment to Instructor for services rendered under this
Agreement within thirty (30) days of receipt of monthly invoice.
C. Taxes. City shall not withhold any Federal or State income taxes or Social Security tax from
any payment made by City to Instructor under the terms and conditions of this Agreement.
AGREEMENT FOR INSTRUCTOR SERVICES PAGE ~ OF 5
Payment of all taxes and other assessments on such sums shall be the sole responsibility of
Instructor.
D. No additional compensation. Except as expressly provided in this Agreement, Instructor shall
not be entitled to receive from City any additional consideration, compensation, salary, wages,
or other type of remuneration for services rendered under this Agreement., including, but not
limited to meals, lodging, or transportation. Further, without limitation, Instructor shall not be
entitled by virtue of this Agreement to consideration in the form of overtime, health insurance
benefits, retirement benefits, paid holidays, or other paid leaves of absence of any type or kind
whatsoever.
III. GENERAL TERMS AND CONDITIONS.
A. Acknowledgment. Instructor acknowledges that rendering services under this Agreement
presents risks, some of which are u~~known, and agrees to assume all risks associated with the
fulfillment of the terms of this Agreement.
B. Indemnification and waiver. Instructor and each and all of Instructor's employees, agents,
contractors, officials, officers, servants, guests, and/or invitees shall, and hereby does,
indemnify, save and hold harmless, release and forever discharge City and its agents and
employees 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 Instructor or any employee,
agent, contractor, official, officer, servant, guest, and/or invitee thereof, at or in its use of City
property, facilities, or equipment or any lack of maintenance or repair thereon and not caused by
or arising out of the tortious conduct of City, regardless of the manner by which such claim may
be brought.
C. No warranty. City makes no warranty or promise as to the condition, safety, usefulness, or
habitability of the premises, property, facilities, or equipment that City provides for Instructor's
use. Instructor accepts the premises, property, facilities, or equipment provided by City as is,
both at the Effective Date of this Agreement and for each practice session, game, and/or game
day.
D. Time of the essence. The Parties acknowledge and agree that time is strictly of the essence
with respect to each and every term, condition and provision of this Agreement, and that the
failure to timely perform any obligation hereunder shall constitute a breach of, and a default
under, this Agreement by the party so failing to perform.
E. Notice. Communication between the Parties regarding day-to-day matters (e.g., issues related
to scheduling and venue} shall occur via a-mail, facsimile, or telephone. All other notices
required to be given by either of the Parties shall be in writing and be deemed communicated
when personally served, or mailed in the United States mail, addressed as follows:
City: City of Meridian
Attn: Human Resources Director
3 3 E. Broadway Avenue
Meridian, Idaho 83b42
Instructor: Jeanette Light
4973 w. Talamore Dr
Meridian, Idaho 83b4b
AGREEMENT FOR INSTRUCTOR SERVICES PAGE 2 OF 5
Either party may change its authorized representative and/or address for the purpose of this
aragraph by giving written notice of such change to the other party in the manner herein
p
provided.
F. Assignment. Instructor shall not assign or sublet all or any portion of Instructor's interest in or
obligations under this Agreement or any privilege or right hereunder, either voluntarily or
involuntarily, without the prior written consent of City. This Agreement and each and all of the
terms and conditions hereof shall apply to and are binding upon the respective organizations,
legal representative, successors, and assigns of the parties.
G. Independent contractor. In all matters pertaining to this agreement, Instructor shall be acting
as an independent contractor, and neither Instructor nor any officer, employee or agent of
Instructor shall be deemed an employee or agent of City in any manner or for any purpose.
H. Termination. If, for any reason, Instructor fails to fulfill in a timely and proper manner
Instructor's obligations under this Agreement, violates any of the covenants, agreements, andlor
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 Agreement, and/or City- determines that termination of this Agreement is in the best
interest of City, City may terminate this Agreement by mailing written notice to Instructor of
such termination and specifying the effective date thereof, at least forty-eight hours prior to the
effective date of such termination. Instructor may terminate this agreement at any time by
giving at least seven (7) days notice to City. Upon termination of the agreement, Instructor's
classes shall be immediately cancelled and the Parties shall have no fu~tller dealing hereunder,
except that Instructor shall be paid for services actually rendered pursuant to this agreement.
I. Liability upon termination. Notwithstandingtbe above or any other provision of this
Agreement, Instructor shall not be relieved of liability to City for damages sustained by City by
virtue of any breach of this Agreement by Instructor, and City may withhold any payments to
Instructor for the purposes of set-off until such time as the exact amount of damages due City
from Ins~ictor is determined. This provision shall survive the termination of this agreement
and shall not relieve Instructor of liability to City for damages.
J. 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 may be asserted at anytime after the
governing body of either party becomes entitled to the benefit thereof, notwithstanding delay in
enforcement. All rights and remedies herein enumerated shall be cumulative and none shall
exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy
provided for herein or allowed by law shall not be to the exclusion of any other remedy.
K. Attorney fees. Should litigation commence 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.
AGREEMENT FOR INSTRUCTOR SERVICES PAGE 3 OF S
L. Discrimination prohibited. In performing services under this Agreement, Instructor shall not
unlawfully discriminate against any person on the basis of race, color, religion, sex, national
origin or ancestry, sexual orientation, age, or disability.
M. Compliance with laws. In performing the scope of services required hereunder, Instructor
shall comply with all applicable laws, ordinances, and codes of Federal, State, and local
governments.
N. Construction and severability. If any part of this Agreement is held to be invalid or
unenforceable, such holding shall 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.
0. 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.
P. 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.
Q. 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.
R. Approval Required: This Agreement sha11 not become effective or binding until approved by
the City of Meridian.
TNESS WHEREOF, the parties hereto have executed this Agreement on this day
of ~ , 2011.
INSTRUCTOR:
Light
CITY OF MERII}IAN:
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BY. r
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of
Attest: ~I~,N~,
ca IOAyQ
Jaycee L. olman, City Clerk °'
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6~,orlb 1~R~'~
e TAB AS
AGREEMENT FOR INSTRUCTOR SERVICES PAGE 4 of 5
Ex;HIBIT A
SCOPE ~F SERVICES
Duties:
Instructor to perform duties one day per week, Friday, 12:05 p.m. to 12:55 p.m., unless otherwise
specified and mutually agreed upon by both parties.
Zomba Class Instructor duties to be performed an the 3rd Floor of Meridian City Hall, in Room # 34b,
unless otherwise mutually agreed upon by both parties.
Compensation:
$30 per class regardless of number of participants.
AGREEMENT FAR INSTRUCTOR SERVICES PAGE 5 OF 5