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Home My Public Portal AboutEvergreen 3-20-15.pdfConsulting Services Agreement By and Between City of Type Island, GA and Evergreen Solutions, LLC This Agreement (the "Agreement"), dated as ofMarch 20, 2015, is made by and between Evergreen Solutions, LLC, a Florida corporation ("Evergreen"), and City of Tybee Island (the "Client"). WHEREAS, Evergreen Solutions and the Client desire to enter into an agreement whereby Evergreen will provide certain human resource management consulting services for the Client on the terms and conditions hereinafter set forth; and WHEREAS, Evergreen Solutions is willing to provide such human resource management consulting services for the Client. NOW, THEREFORE, the parties hereto agree as follows: 1. Engagement, Evergreen Solutions hereby agrees to provide such human resource management consulting services for the Client as may be reasonably requested by the Client in connection with the Request for Proposal ( RFP # 2015-66) and Proposal submitted by Evergreen Solutions on March 20, 2015. 2, Extent of Services. Evergreen Solutions agrees to performs such services to the best of its ability and in a diligent and conscientious rrianner and to devote appropriate time, energies and skill to those duties called for hereunder during the term of this Agreement and in connection with the performance of such duties to act in a manner consistent with the primary objective of completing the engagement. Evergreen Solutions agrees to devote such time as is reasonably required to fulfill its duties hereunder. Throughout the duration of this agreement, Evergreen Solutions will serve as an independent contractor of the Client, As such; Evergreen Solutions will obey all laws relating to federal and state income taxes, associated payroll and business taxes, licenses and fees, workers compensation insurance, and all other applicable state and federal laws and regulations. 4 Page Z In the successful completion of this engagement, Evergreen Solutions may utilize subcontractors, but Evergreen Solutions small remain completely responsible to the Client for performance under this Agreement. 3. Term. The engagement of the Consultant hereunder by Client shall commence as of the date hereof and shall continue through May 31, 2015, unless earlier terminated pursuant to Section 6 hereof. 4. Compensation. (a) As compensation for the services contemplated herein and for performance rendered by Evergreen Solutions of its duties and obligations hereunder, the Client shall pay to Evergreen Solutions an aggregate fee equal to $35,550 (the "Consulting Fee'), earned and payable according to the following inveice/payment schedule - 25% - upon completion of Task 1 of the detailed work plan 25% - upon completion of Tasks 2 — 5 of the detailed work plan 25% - upon completion of Tasks 6 — 8 of the detailed work plan 25% - upon completion of Tasks 9 —12 of the detailed work plan (b) The Client's sole obligation shall be to pay Evergreen Solutions the amounts described in Section 4(a) of this Agreement, and the Consultant is not and shall not be deemed an employee of the Client for any purpose. 5. Reimbursement for Expenses. The contract price indicated in section 4 of this agreement is inclusive of all expenses borne by Evergreen Solutions and therefore no expenses shall be reimbursed to Evergreen Solutions by the Client for the duration of this agreement. 6. Termination. This Agreement shall be terminated as follows: (a) 30 days after written notice of termination is given by either party at any time after March 20, 2015, provided however, that if the Client shall terminate this Agreement pursuant to this Section 6(a) for any reason other than Consultant's material breach of this Agreement (having given prior notice of, and reasonable opportunity for Consultant to cure, any such breach), Client shall pay to consultant in one lump sum an amount equal to that portion of the aggregate Consulting Fee which has not been paid to Consultant as of the effective date of such termination. (b) On such date as is mutually agreed by the parties in writing. (c) Upon expiration of the Tetra as set forth in Section 3. If Client elects to terminate for material breach then Client shall pay to consultant in one lump sum an amount equal only to that for which services have been rendered. Upon termination of this Agreement pursuant to this Section 6, except as contemplated by Section 6(a) in the event Client terminates this Agreement in the absence of continuing material breach hereof by Consultant, Consultant shall be entitled to payment of only that portion of the Consulting Fee earned through the effective date of such termination and any portion of the Lump Sum Payment which has not been paid to Consultant as of the effective date of such termination. Page 2 7. Confidential Information. Evergreen Solutions shall not, at any time during or following expiration or termination of its engagement hereunder (regardless of the manner, reason, time or cause thereof) directly or indirectly disclose or furnish to any person not entitled to receive the same for the immediate benefit of the Client any trade secrets or confidential information as determined by the Client in writing. 8. Covenants. Evergreen Solutions agrees to (a) faithfully and diligently do and perform the acts and duties required in connection with its engagement hereunder, and (b) not engage in any activity which is or likely is contrary to the weelfare, interest or benefit of the business now or hereafter conducted by the Client. 9. Binding Effect. This Agreement will inure to the benefit of and shalt be binding upon the parties hereto and their respective successors or assigns (whether resulting from any re organization, consolidation or merger of either of the parties or any assignment to a business to which all or substantially all of the assets of either party are sold). 10. Entire Agreement. This Agreement, including the aforementioned RFP and proposal, contains the entire agreement and understanding of the patties with respect to the subject matter hereof, supersedes all prior agreements and understandings with respect thereto and cannot be modified, amtended, waived or terminated, in whole or in part, except in writing signed by the party to be charged, 11, Construction. While the parties hereto believe that the terms hemof are fair, reasonable and enforceable in all respects, it is agreed that any provision of this Agreement which is held to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In addition to any other remedy which, Client may have at law or in equity, Client shalt be entitled to injunctive relief for a breach of Sections 7 and 8 (b) of this Agreement by the Consultant. 12. Notices. All notices required to be given under the terms of this Agreement or which any of the parties desires to give hereunder shall be in writing and personally delivered or sent by registered or certified mail, return receipt requested, or sent by facsimile transmission, addressed as follows: (a.) If to Evergreen Solutions addressed to: Evergreen Solutions, LLC Attention. Dr. Jeff Ling, Executive dice President 2878 Remington Green Circle Tallahassee, Florida 32308 (b.) if to the Client addressed to: City of Tybee Island Attention: Ms. Angela Hudson 403 Butler Avenue Tybee Island, Georgia 31328 Any party may designate a change of address at any time by giving written notice thereof to the other parties. Page 3 13. !miscellaneous. This Agreement: (a) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; (b) may not (except as provided in Section 9 hereof) be assigned by either party hereto without the prior written consent of the other party (any purported assignment hereof in violation of this provision being null and void); (c) may be executed in any number of counterparts, and by any party on separate counterparts, each of which as so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrurnent, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party; (d) may be amended, modified or supplemented only by a written instrument executed by all of the parties hereto; and (e) embodies the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby and supersedes all prior agreements and understandings among the parties with respect thereto_ IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. A Buelterman, Mayor APPROVE S TO FORM: Etiwa d ^M. Tiug es, s y r Corney Page 4