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HomeMy WebLinkAboutInstructor Services Agreement with Rebekah Troupe for Zumba ClassesPROFESSIONAL SERVICES AGREEMENT FOR INSTRUCTOR SERVICES This PROFESSIONAL SERVICES AGREEMENT FOR INSTRUCTOR SERVICES is made this ~ day of x~ ~,~?~~ , 2011, by and between the City of Meridian, a municipal ~.~.- corporationorganizedunder the laws of the State of Idaho, whose address is 3 3 East Broadway Avenue, Meridian, Idaho (hereinafter "City"), and Rebekah Troupe, an individual person whose address is 1461 W. Silver Salmon Dr., Meridian, ID 8364b (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 November 15, 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 far services rendered under this Agreement in the amount specified 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. Tazes. 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 1 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~lknown, 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 83642 Instructor: Rebekah Troupe 1461 W. Silver Salmon Dr. Meridian, Idaho 83646 208-941-9215 AGREEMENT FOR INSTRUCTOR SERVICES PAGE 2 OF 5 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. F. Assignment. Instructor shall not assignor 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 fulf Il in a timely and proper manner Instructor's 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, 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 further dealing hereunder, except that Instructor shall be paid for services actually rendered pursuant to this agreement. I. Liability upon termination. Notwithstandingthe 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 ofset-off until such time as the exact amount of damages due City from Instructor 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 any time 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. I~. 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 5 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 its attorney's or the opportunity to seek such advice. R. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. ,-`l~' r to have executed this A Bement on this r ~ da IN WITNESS WHEREOF, the parties he e gr y of , 2011. INSTRUCTOR: ~~ 1 ~r~U Rebekah Troupe CITY OF MERIDIAN: BY: ~~ Attest: Tammy d~W~erd, Mayor Jaycee L(~I- olman, City Clerk ~~p-'t'ED AU~~SJ' 4~ ~~ ~j~v ~ ~~ ~ E IAN lpAMO , ~~, ~~ ~w f ~b a T!l! AS~~ AGREEMENT FOR INSTRUCTOR SERVICES PAGE 4 OF S EXHIBIT A SCOPE OF 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. 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: $30 per class regardless of number of participants. AGREEMENT FOR INSTRUCTOR SERVICES PAGE 5 OF 5