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Home My WebLink AboutProfessional Services Agreement with Delta James for Arts Commission Strategic Planning ServicesPROFESSIONAL SERVICES AGREEMENT FOR MERIDIAN ARTS COMMISSION STRATEGIC PLANNING SERVICES This PROFESSIONAL SERVICES AGREEMENT FOR MERIDIAN ARTS TEGIC PLANNING SERVICES is entered into this ~ day of COMMISSION STRA November 2013 b and between the City of Meridian, a municipal corporation organized under ~Y the laws of the State of Idaho, whose address is 33 East Broadway Avenue, Meridian, Idaho hereinafter "Ci "and Delta James, whose address is 13643 Farm to Market Road, McCall, ( tY )~ Idaho ("Consultant"). WHEREAS, City has determined the need for services to provide facilitation and information related to strategic planning by and for the Meridian Arts Commission, and Consultant is s ecially trained, experienced, and competent to provide, and has agreed to p provide, such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained the parties hereto do mutually agree as follows: I. Sco a of work. The City agrees to engage the Consultant to provide, and the Consultant A .. ... . a rees to rovide, the services described in Exhrbit A hereto, which exhibit is incorporated g p b reference as if set forth fully herein. Consultant shall provide services and work under Y this A reement consistent with the requirements and standards established by applicable g federal, state and city laws, ordinances, regulations and resolutions. Consultant represents and warrants that she will perform her work 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. II. Term of Agreement. Consultant shall perform services under this Agreement by November 30, 2013. Consultant agrees that services and work provided under this A reement will be erformed in a timel manner. The Parties acknowledge and agree that g p Y time is strictly of the essence with respect to this Agreement, and that the failure to timely erform any of the obligations hereunder shall constitute a breach of, and a default under, p this Agreement by the party so failing to perform. III. Payment. For services rendered under this Agreement, City shall pay Consultant an amount not to exceed nine hundred seventy-five dollars ($975.00). This amount shall constitute full compensation for any and all services performed, materials furnished, and costs incurred by Consultant. To receive payment for services rendered, the Consultant shall mail to Ci an invoice itemizing services rendered and stating the amount of payment tY due for such services. City shall remit payment to Consultant for services rendered under this A reement within thirt (30) days of receipt of invoice. Payment of all taxes and other g Y ... assessments on monies received under this Agreement shall be the sole responsibility of Consultant. Except as expressly provided in this Agreement, Consultant 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. PROFESSIONAL SERVICES AGREEMENT -MAC STRATEGIC PLANNING PAGE 1 OF G IV. General Provisions. Acknowled went of risk. Consultant acknowledges that rendering ~ services under this A. g , A reement resents risks, some of which are unknown, and agrees to assume all risks g p associated with the fulfillment of the terms of this Agreement. B. Indemnification and waiver. Consultant and each and all of Consultant's employees, a ents contractors, officials, officers, servants, guests, and/or invitees shall, and hereby g do indemni ,save and hold harmless, release and forever discharge City and its agents, fY , volunteers and em to ees from and for any and all losses, claims, actions, judgments for pY , lama es or in'u to ersons or property and losses and expenses caused or incurred by g ~ J rY p Consultant or an employee, agent, contractor, official, officer, servant, guest, and/or Y invitee thereof, at or in its use of City property, facilities, or equipment or any lack of maintenance or re air thereon and not caused by or arising out of the tortious conduct of p City, regardless of the manner by which such claim may be brought. C. No warran .City makes no warranty or promise as to the condition, safety, usefulness, ~' ... or habitabili of the premises, property, facilities, or equipment that City provides for ~' ... . Consultant's use. Consultant accepts the premises, property, facilities, or equipment provided by City as is. 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 e-mail, facsimile, or telephone. All other notices re uired to be iven b either of the Parties shall be in writing and be deemed q g Y communicated when personally served, or mailed in the United States mail, addressed as follows: City: City of Meridian Consultant; Delta James City Attorney's Office 13643 Farm to Market Road 33 E. Broadway Avenue McCall, Idaho 83638 Meridian, Idaho 83642 Either arty may change its authorized representative and/or address for the purpose of p , this paragraph by giving written notice of such change to the other party in the manner herein provided. F. Assignment. Consultant shall not assign or sublet all or any portion of Consultant's interest in or obligations under this Agreement or any privilege or right hereunder, either voluntarily or involuntarily. This Agreement and each and all of the terms and conditions hereof shall apply to and are binding upon the respective organizations, legal representatives, successors, and assigns of the parties. PROFESSIONAL SERVICES AGREEMENT -MAC STRATEGIC PLANNING PAGE 2 OF 6 ' ted. The Consultant will thereafter be entitled to receive payment for those be termina rvices reasonabl erformed to the date of termination, less the amount of se Y p reasonable lama es suffered by the City by reason of the Consultant's failure to g comply with this Agreement. ' hstandin the above or an other provision of this Agreement, Consultant shall not Notwit g Y lieved of liabili to Ci for damages sustained by City by virtue of any breach of be re tY tY ' A reement b Consultant, and Ci may withhold any payments to Consultant for the this g y ~' ores ofset-off until such time as the exact amount of damages due City from p~ Consultant is determined. This provision shall survive the termination of this Agreement and shall not relieve Consultant of her liability to City for damages. J. Indemnification and waiver. Consultant and each and all of Consultant's employees, a ents contractors, officials, officers, servants, guests, and/or invitees shall, and hereby g do indemni ,save and hold harmless, release and forever discharge City and its agents fY and em to ees from and for any and all losses, claims, actions, Judgments for damages, pY . or in'u to ersons or roperty and losses and expenses caused or incurred by Consultant J rY p P or an em to ee, a ent, contractor, official, officer, servant, guest, and/or invitee thereof, Y p Y g arisin out of Consultant's performance of this Agreement or at or in her use of City g of ro ert ,facilities, or equipment or any lack of maintenance or repair thereon, and n P p Y caused b or arisin out of the tortious conduct of City, regardless of the manner by Y g which such claim may be brought. K. Discrimination prohibited. In performing services under this Agreement, Massage Thera ist shall not unlawfully discriminate against any person on the basis of race, color, p .. reli ion, sex, national origin or ancestry, sexual orientation, age, or disability. g L. 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 A reement so long as the remainder of the Agreement is reasonably capable of g completion. M. Com liance with laws. In performing the scope of services required hereunder, Massage p. Thera ist shall comply with all applicable laws, ordinances, and codes of Federal, State, p and local governments. N. A licable Law: This Agreement shall be governed by and construed and enforced in pp accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 0. Entire A reement. This Agreement contains the entire agreement between the parties, g and this A reement supersedes any and all statements, promises, or inducements made by g either arty, or agents of either party, whether oral or written, whether previous to the p execution hereof or contemporaneous herewith. This Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. PROFESSIONAL SERVICES AGREEMENT -MAC STRATEGIC PLANNING PAGE 4 OF 6 P. Advice of attorney. Each party warrants and represents that in executing this A reement it has received .independent legal advice from its attorney or waived the g opportunity to seek such advice. . A royal Re wired: This Agreement shall not become effective or binding until Q AA q approved by the City of Meridian. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. CONSULTANT: ~. . ~ ~ ~.. Delta James CITY OF MERIDIAN: /.~J~! Tammy y~ Mayor U eerd Attest: ~~4~r,~~Y? r) A U~,lig1l ~~. + X90 ~ Cite of ~D~A D ~ ~ o ayc olman ..~ ~~ ~~, ~ ity Clerk ~~. ~~. T~~?°~fheTA~~°'~~ JaP~ ~..~ PROFESSIONAL SERVICES AGREEMENT -MAC STRATEGIC PLANNING PAGE 5 OF 6 EXHIBIT A Scope of Work Ob'ective: Meridian Arts Commission strategic planning work session J Deadline: November 1 b, 2013 rvices: Contractor will facilitate one work session of up to 6 hours induration for Se Meridian Arts Commission members and key stakeholders to help them identify and prioritize 3-S year goals, objectives and strategies. PROFESSIONAL SERVICES AGREEMENT -MAC STRATEGIC PLANNING PAGE 6 OF 6