Professional Services Agreement with Kristy Sweeney for Wellness Massage ServicesPROFESSIONAL SERVICES AGREEMENT FOR WELLNESS MASSAGE SERVICES
This PROFESSIONAL SERVICES AGREEMENT FOR WELLNESS MASSAGE SERVICES
is made this 25th day of November , 2014, by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho, whose address is 33 East
Broadway Avenue, Meridian, Idaho (hereinafter "City"), and Kristy Sweeney, an individual person
whose address is 1517 W. Euclid Avenue, Boise, Idaho (hereinafter "Massage Therapist') (collectively,
"Parties").
WHEREAS, City and Massage Therapist are mutually interested in providing and enhancing
wellness and fitness opportunities for employees of City;
WHEREAS, Massage Therapist has specialized massage training, experience, and skill and is
willing to dedicate such skill for the benefit 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 Massage
Therapist agree as follows:
I. GENERAL OBLIGATIONS AND EXPECTATIONS OF MASSAGE THERAPIST.
A. Scope of Services. Upon execution of this Agreement, Massage Therapist 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,4 and incorporated herein by this reference.
B. Term of Agreement. Massage Therapist shall perform services under this Agreement from
October 1, 2014 through September 30, 2015.
C. Compliance with laws and standards; licensing. Massage Therapist shall provide services
under this Agreement consistent with the requirements and standards established by any and all
applicable federal and state laws and regulations, including, without limitation, all licensing and
other requirements established by the Idaho State Board of Massage Therapy pursuant to Title
54, Chapter 40, Idaho Code. Massage Therapist shall furnish a copy of her current State of Idaho
Massage Therapy License to City within seven (7) days of execution of this agreement and shall
notify City of any change in status as it pertains to such license. Massage Therapist represents
and warrants that Massage Therapist 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 employees shall pay Massage Therapist directly for 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 Massage Therapist.
B. Method of payment. City employees shall remit payment to Massage Therapist for services
rendered under this Agreement at the time service is provided.
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C. Taxes. Payment of all taxes and other assessments on such sums shall be the sole responsibility
of Massage Therapist.
D. No additional compensation. Except as expressly provided in this Agreement, Massage
Therapist 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.
I1I. GENERAL TERMS AND CONDITIONS.
A. Acknowledgment. Massage Therapist acknowledges that rendering services under this
Agreement presents risks, some of which are unknown, and agrees to assume all risks associated
with the fulfillment of the terms of this Agreement.
B. Indemnification and waiver. Massage Therapist and each and all of Massage Therapist's
employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall, and
hereby do, 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 Massage Therapist 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 Massage
Therapist's use. Massage Therapist accepts the premises, property, facilities, or equipment
provided by City as is, both at the Effective Date of this Agreement and for each massage day
and/or massage session.
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 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 Massage Therapist: Kristy Swinney
Attn: Human Resources Director 1517 W. Euclid Avenue
33 E. Broadway Avenue Boise, Idaho 83706
Meridian, Idaho 83642
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.
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F. Assignment. Massage Therapist shall not assign or sublet all or any portion of Massage
Therapist'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, Massage Therapist shall
be acting as an independent contractor, and neither Massage Therapist nor any officer, employee
or agent of Massage Therapist shall be deemed an employee or agent of City in any manner or
for any purpose. Specifically, without limitation, Massage Therapist understands, acknowledges,
and agrees:
1. Massage Therapist is free from actual and potential control by City in the provision of
services under this Agreement.
2. Massage Therapist is engaged in an independently established trade, occupation, profession,
or business.
3. Massage Therapist has the authority to hire subordinates.
4. Massage Therapist owns and/or will provide all major items of equipment necessary to
perform services under this Agreement.
5. Neither Massage Therapist nor City shall be liable to the other for a peremptory termination
of the business relationship described under this Agreement.
H. Termination. If, for any reason, Massage Therapist fails to fulfill in a timely and proper manner
Massage Therapist'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
Massage Therapist of such termination and specifying the effective date thereof, at least forty-
eight hours prior to the effective date of such termination. Massage Therapist may terminate this
agreement at any time by giving at least seven (7) days' notice to City. Upon termination of the
Agreement, Massage Therapist's schedule shall be immediately cancelled and the Parties shall
have no further dealing hereunder.
I. Liability upon termination. Notwithstanding the above or any other provision of this
Agreement, termination of the Agreement shall not relieve Massage Therapist of liability to City
for damages sustained by City by virtue of any breach of this Agreement by Massage Therapist.
This provision shall survive the termination of this Agreement and shall not relieve Massage
Therapist of liability to City for damages or the City's right to pursue legal remedy allowed by
law.
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.
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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.
L. Discrimination prohibited. In performing services under this Agreement, Massage Therapist
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, Massage
Therapist 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.
O. 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 or waived the opportunity to seek such
advice.
R. Approval Required: This Agreement shall not become effective or binding until approved by
the City of Meridian.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day
of Nnutyn6,l - 201, 4
MASSAGE
CITY OF MERIDIAN:
BY: L
T d
Weer 'M
Mayor N 0 aycee L. Holman, City Clerk
SPALL
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EXHIBIT A
SCOPE OF SERVICES
Duties:
Massage Therapist to perform massage duties one day every other week, Thursday, 12:00 p.m. to 2:00
p.m., unless otherwise specified and mutually agreed upon by both parties.
Compensation:
None from the City of Meridian.
City employees will pay the following rate for massage services: $8.00 per ten (10) minute interval(s).
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