Professional Services Agreement with Lisa Johnson Counseling and Consulting LLCAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made this Z day of February, 2012, 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 LISA JOHNSON
COUNSELING AND CONSULTING, LLC, hereinafter referred to as "LISA JOHNSON
COUNSELING AND CONSULTING, LLC', 815 South Bridgeway Place, Ste 112, Eagle, Idaho
83616.
Scope of Services: LISA JOHNSON COUNSELING AND 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, 2012 unless earlier terminated or
extended.
Indemnification and Insurance: LISA JOHNSON COUNSELING AND
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 LISA JOHNSON
COUNSELING AND 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. LISA JOHNSON COUNSELING AND
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, LISA JOHNSON COUNSELING
AND 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, LISA JOHNSON
COUNSELING AND CONSULTING, LLC shall maintain Workers
Compensation Insurance, in the statutory limits as required by law. LISA
JOHNSON COUNSELING AND CONSULTING, LLC shall provide CITY with
a Certificate of Insurance, or other proof of insurance evidencing LISA
JOHNSON COUNSELING AND 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, LISA JOHNSON COUNSELING
Human Resources Consulting Agreement -LISA JOHNSON COUNSELING AND CONSULTING, LLC-page 1 of 5
Either parry 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.
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 maybe 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
LISA JOHNSON COUNSELING AND 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, LISA
JOHNSON COUNSELING AND 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 LISA JOHNSON COUNSELING AND CONSULTING,
LLC'S records with respect to all matters covered by this Agreement. LISA
JOHNSON COUNSELING AND 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
Human Resources Consulting Agreement -LISA JOHNSON COUNSELING AND CONSULTING, LLC-page 3 of 5
19. Construction and 5everability: 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.
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.
LISA JOHNSON COUNSELING AND
CONSULTING, LLC.
I% /~v~~_
Lisa Johnso
Principal
CITY OF MERIDIAN
BY: / i
Tammy d eerd, Mayor
Attest:
City Clerk
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Human Resources Consulting Agreement -LISA JOHNSON COUNSELING AND CONSULTING, LLC-page 5 of 5
EXHIBIT "A"
Scope of Work
Identified Services support the City's focus on organizational excellence /execution
Services Requested
The services requested by Lisa Johnson Counseling and Consulting, LLC, will include but will not
be limited to the following:
• Delivery of selected training curriculum for employee development
• 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 Lisa Johnson
Counseling and 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
Training Facilitation: $100.00 per hour
Curriculum Development /Customization $ 75.00 per hour
Up to 2 revisions at no additional cost