Professional Services Agreement with Alexandra Breshears for Self Defense ClassesPROFESSIONAL SERVICES AGREEMENT FOR SELF DEFENSE CLASS
This PROFESSIONAL SERVICES AGREEMENT FOR WELLNESS SELF DEFENSE CLASS
is made this 22 day of July, 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 Alexandra Breshears, an individual person
whose address is 920 E. Martello Lane, Meridian, Idaho (hereinafter "Instructor") (collectively,
"Parties").
WHEREAS, City and Instructor are mutually interested in providing and enhancing wellness
and fitness opportunities for employees of City;
WHEREAS, Instructor has specialized self defense 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 Instructor
agree as follows:
I. GENERAL OBLIGATIONS AND EXPECTATIONS OF INSTRUCTOR.
A. Scope of Services. Upon execution of this Agreement, Instructor shall perform and famish to
City a series of Self Defense classes, to be scheduled by and through the Wellness Committee.
B. Term of Agreement. Instructor shall perform services under this Agreement until August 15,
2014.
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. No compensation. Instructor shall provide free Self Defense classes to City
employees for the opportunity to advertise a martial arts school. City shall not provide monetary
compensation to Instructor for services, work, and/or any activity undertaken pursuant to or related to
this Agreement. 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.
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IIl. GENERAL TERMS AND CONDITIONS.
A. Acknowledgment. Instructor 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. Instructor and each and all of Instructor'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 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 self-defense class.
D. 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
Attn: Human Resources Director
33 E. Broadway Avenue
Meridian, Idaho 83642
Instructor: Alexandra Breshears
920 E. Martello Lane
Meridian, Idaho 83646
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.
E. Assignment. Instructor shall not assign or 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.
F. 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.
Specifically, without limitation, Instructor understands, acknowledges, and agrees:
1. Instructor is free from actual and potential control by City in the provision of services under
this Agreement.
2. Instructor is engaged in an independently established trade, occupation, profession, or
business.
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3. Instructor has the authority to hire subordinates.
4. Instructor owns and/or will provide all major items of equipment necessary to perform
services under this Agreement.
5. Neither Instructor nor City shall be liable to the other for a peremptory termination of the
business relationship described under this Agreement.
G. 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.
H. Termination. Grounds for termination of this Agreement shall include, but shall not be limited
to: an act or omission by either party which breaches any term of this Agreement; an act of
nature; other unforeseeable event which precludes or makes impracticable the performance of the
terms of this Agreement by either party; or a change in circumstances that renders the
performance by either party a detriment to the health, safety, or welfare of participants or of City.
Either party may terminate this Agreement by providing twenty-four (24) hours written notice of
intention to terminate. Such written notice shall include a description of the breach or
circumstances providing grounds for termination. A twenty-four (24) hour cure period shall
commence upon mailing of the notice of intention to terminate. If, upon the expiration of such
cure period, cure of the breach or circumstances providing grounds for termination has not
occurred, this Agreement may be terminated immediately upon provision of written notice of
termination, in which event Instructor's classes shall be immediately cancelled and the Parties
shall have no further dealing hereunder.
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.
J. 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.
K. 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.
L. 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.
M. 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.
AGREEMENT FOR WELLNESS SELF DEFENSE CLASS PAGE 3 of 4
N. 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.
O. 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.
P. Approval Required: This Agreement shall not become effective or binding until approved by
the City of Meridian.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this c� day
of 00L4 , 2014.
INST OR: I
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CITY OF MERIDIAN:Go�eonnrao9pCGs
BY: AtteCtvor e
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