Professional Services Agreement with Kathy Drury-Bogle for HR Consulting and Training ServicesAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made this 5th day of November, 2014, 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
KATHY DRURY-BOGLE CONSULTING, LLC, hereinafter referred to as "KATHY DRURY-
BOGLE CONSULTING, LLC", 4222 S. Pinerest Way, Boise, Idaho 83716.
Scope of Services: KATHY DRURY-BOGLE CONSULTING, LLC shall
perform all services, and comply in all respects, as specified in the document titled
"Scope of Services" a copy of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, together with any amendments that may be
agreed to in writing by the parties.
2. Time of Performance: This agreement shall become effective upon execution by
both parties, and shall expire on September 30, 2015 unless earlier terminated or
extended.
3. Indemnification and Insurance: KATHY DRURY-BOGLE CONSULTING,
LLC shall indemnify and save and hold harmless CITY 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 KATHY DRURY-BOGLE
CONSULTING, LLC, its servants, agents, employees, guests, and business
invitees, and not caused by or arising out of the tortuous conduct of CITY or its
employees. KATHY DRURY-BOGLE CONSULTING, LLC shall maintain, and
specifically agrees that it will maintain, throughout the term of this Agreement,
liability insurance, in which the CITY shall be named an additional insured in the
minimum amount as specified in the Idaho Tort Claims Act set forth in Title 6,
Chapter 9 of the Idaho Code. The limits of insurance shall not be deemed a
limitation of the covenants to indemnify and save and hold harmless CITY; and if
CITY becomes liable for an amount in excess of the insurance limits, herein
provided, KATHY DRURY-BOGLE CONSULTING, LLC covenants and agrees
to indemnify and save and hold harmless CITY from and for all such losses,
claims, actions, or judgments for damages or liability to persons or property.
Additionally, KATHY DRURY-BOGLE CONSULTING, LLC shall maintain
Workers Compensation Insurance, in the statutory limits as required by law.
KATHY DRURY-BOGLE CONSULTING, LLC shall provide CITY with a
Certificate of Insurance, or other proof of insurance evidencing KATHY
DRURY-BOGLE CONSULTING, LLC's compliance with the requirements of
this paragraph and file such proof of insurance with the CITY. In the event the
insurance minimums are changed, KATHY DRURY-BOGLE CONSULTING,
LLC shall immediately submit proof of compliance with the changed limits.
Evidence of all insurance shall be submitted to the City Clerk with a copy to
Human Resources Consulting Agreement - KATHY DRURY-BOGLE CONSULTING, LLC — page I of 5
Meridian City Human Resources, 33 East Broadway Avenue, Suite 308, Meridian,
Idaho 83642.
4. Independent Contractor: In all matters pertaining to this agreement, KATHY
DRURY-BOGLE CONSULTING, LLC shall be acting as an independent
contractor, and neither KATHY DRURY-BOGLE CONSULTING, LLC nor any
officer, employee or agent of KATHY DRURY-BOGLE CONSULTING, LLC
will be deemed an employee of CITY. The selection and designation of the
personnel of the CITY in the performance of this agreement shall be made by the
CITY.
5. Presentation Materials: All materials prepared for the purpose of this agreement
as well as any and all materials actually used in the presentation of the services
contemplated by this agreement shall be the property of the CITY.
6. Compensation: KATHY DRURY-BOGLE CONSULTING, LLC shall be
compensated for professional human resources services pursuant to and specified
in attached Exhibit "A." During the remainder of this agreement, if the CITY
uses KATHY DRURY-BOGLE CONSULTING, LLC for the same or additional
training then a new Scope of Work shall be prepared and incorporated by
reference with this Agreement.
7 Method of Payment: KATHY DRURY-BOGLE CONSULTING, LLC will
invoice the City of Meridian Human Resources Department at 33 East Broadway
Avenue, Meridian, Idaho 83642 directly for all current amounts earned under this
Agreement at the end of each month. The CITY will pay all invoices within thirty
(30) days after receipt.
8 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 Cleric
City of Meridian
Attn: Human Resources
33 E. Broadway Avenue
Meridian, Idaho 83642
KATHY DRURY-BOGLE CONSULTING, LLC
4222 Pinerest Way
Boise, Idaho 83716
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.
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9. 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.
10. 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.
11. Assignment: It is expressly agreed and understood by the parties hereto, that
KATHY DRURY-BOGLE CONSULTING, LLC 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.
12. Discrimination Prohibited: In performing the Services required herein, KATHY
DRURY-BOGLE CONSULTING, LLC shall not discriminate against any person
on the basis of race, color, religion, sex, national origin or ancestry, age or
disability.
13. 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.
14. Audits and Inspections: At any time during normal business hours and as often
as the CITY may deem necessary, there shall be made available to the CITY for
examination all of KATHY DRURY-BOGLE CONSULTING, LLC' S records
with respect to all matters covered by this Agreement. KATHY DRURY-BOGLE
CONSULTING, LLC shall permit the 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.
15. 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.
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16. Compliance with Laws: In performing the scope of services required hereunder,
KATHY DRURY-BOGLE CONSULTING, LLC shall comply with all applicable
laws, ordinances, and codes of Federal, State, and local governments.
17. 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 KATHY DRURY-BOGLE CONSULTING, LLC's
compensation, which are mutually agreed upon by and between the CITY and
KATHY DRURY-BOGLE CONSULTING, LLC, shall be incorporated in written
amendments to this Agreement.
18. Termination: If, through any cause, KATHY DRURY-BOGLE CONSULTING,
LLC, its officers, employees, or agents fails to fulfill in a timely and proper
manner its obligations under this Agreement, violates any of the covenants,
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 KATHY DRURY-BOGLE CONSULTING, LLC of such termination
and specifying the effective date thereof at least fifteen (15) days before the
effective date of such termination. KATHY DRURY-BOGLE CONSULTING,
LLC may terminate this agreement at any time by giving at least fifteen (15) days
notice to CITY.
In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by KATHY DRURY-BOGLE
CONSULTING, LLC under this Agreement shall, at the option of the CITY,
become its property, and KATHY DRURY-BOGLE CONSULTING, LLC shall
be entitled to receive just and equitable compensation for any work satisfactorily
complete hereunder.
Notwithstanding the above, KATHY DRURY-BOGLE CONSULTING, LLC
shall not be relieved of liability to the CITY for damages sustained by the CITY
by virtue of any breach of this Agreement by KATHY DRURY-BOGLE
CONSULTING, LLC, and the CITY may withhold any payments to KATHY
DRURY-BOGLE CONSULTING, LLC for the purposes of set-off until such time
as the exact amount of damages due the CITY from KATHY DRURY-BOGLE
CONSULTING, LLC is determined. This provision shall survive the termination
of this agreement and shall not relieve KATHY DRURY-BOGLE
CONSULTING, LLC of its liability to the CITY for damages.
19. 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.
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20. 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.
21. 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.
22. Approval Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
KATHY DRURY-BOGLE CONSULTING, LLC.
C 1
Kathy Dr u yrogle
Manager
CITY OF MERIDIAN
B _N
Tamm eerd, Mayor
Attest:
Cit" of
_A4 je-°�'r h��14ii.l?zro.
IDAHO
Jaycee Dolman, City Clerk
Human Resources Consulting Agreement - KATHY DRURY-BOGLE CONSULTING, LLC — page 5 of 5
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Scope of Work
To create an employee development program. Delivery of content developed may also be within
scope of this contract.
Kathy Drury -Bogle will work up to 20 hours per month, working either at home office or on-site at
City of Meridian during regular Monday through Friday week day hours. Additional hours or
reduction of hours can be negotiated on an as -needed basis.
Services Requested
The services requested by Kathy Drury -Bogle Consulting, LLC, will include but will not be limited
to the following:
■ Review of existing training content
® Identify course content and develop descriptions
® Develop course materials (Facilitator and Participant) and customize to City of Meridian's
needs
® Make course material purchase recommendations for external resources to align with
program requirements
® Deliver courses to employees
® Train internal staff to deliver courses
■ Provide ongoing support on utilization of employee training programs / curriculum
■ Utilize purchased curriculum and design, develop, and customize a facilitator guide,
PowerPoint presentation, and worksheets/handouts for City selected training courses.
Courses will utilize experiential learning techniques to engage learners and allow them to
practice concepts introduced in the class.
® Provide all course materials in Microsoft Word format. Course materials will be the
property of the City of Meridian and will be able to be customized and utilized for different
employee groups.
® Dates will be determined by both the City of Meridian schedule and Kathy Drury Bogle
Consulting availability.
Roles and Responsibilities of the City of Meridian
® Provide purchased curriculum and information needed to adequately customize the
course for your needs.
® Provide timely feedback regarding course materials regarding any revisions you wish to
be made.
® Provide the training goals/objectives.
® Provide the training venue (location), copies of course materials, and other training
materials (flipchart or white board, LDS Projector — if you would like a PowerPoint slide
show to support the class), TV and DVD player.
® Provide timely payment of services (within 45 days of the final service)
Cost: Fee Schedule
® Hourly rate of $100.00