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HomeMy WebLinkAboutProfessional Service Agrement with Mountain States Appraisal Service for Apprasal Services .,... ~._".. AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made this ~A/ day of (k..L"(/ , 2005, by and between the City of Meridian, a municipal corporation organized U'nder the laws ofthe State of Idaho, hereinafter referred to as "CITY", 33 East Idaho Avenue, Meridian, Idaho 83642, and Mountain States Appraisal and Consulting, 1459 Tyrell Lane suite B, Boise, ID 83706, hereinafter referred to as "MSA", a corporation organized under the laws of the State of Idaho. PREMISES: A. Whereas, City has the need to contract with a real estate appraisal professional; and, B. Whereas, MSA has agreed to contract with CITY according to the terms and conditions set forth in this agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services: MSA, by and through Darrell Matthews, MAl, shall use best efforts to provide a professional opinion of the fair market value of the tenant improvements on the Frontier Tire store site, located at 614 N. Main Street in downtown Meridian. 2. Time of Performance: MSA shall provide CITY with an appraisal report no later than the end of business on Friday July 8, 2005. MSA shall deliver three copies of the report to the Office of the Mayor at 33 East Idaho, Meridian Idaho 83642. 3. Indemnification and Insurance: MSA 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 MSA, its servants, agents, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of CITY or its employees. CITY shall indemnify and save and hold harmless MSA from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused by or incurred by CITY, its servants, agents, employees, guests, and business invitees, and not caused by or arising out ofthe tortious conduct ofMSA or its employees. This mutual agreement to indemnify and save and hold harmless shall not be limited by any insurance limits and each party covenants and agrees to indemnify and save and hold harmless the other party from and for all such losses, claims, actions, or judgments for damages or liability to persons or property to the extent of liability caused by the party providing indemnification to the party seeking to be indemnified. In addition, MSA shall maintain and specifically agrees that it will maintain, through the term of this Agreement, General Liability insurance, in which CITY shall be named an additional insured and Professional Errors and Omissions in Agreement - Real Property Appraisal Services - page 1 of 4 which CITY shall not be named an additional insured in the minimum amount as specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 ofthe 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, MSA covenants and agrees to indemnify and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or liability to persons or property. MSA, upon request, shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing MSA's compliance with the requirements of this paragraph and file such proof of insurance with CITY. 4. Independent Contractor: In all matters pertaining to this agreement, MSA shall be acting as an independent contractor, and neither MSA nor any officer, employee or agent ofMSA 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. Compensation: MSA shall be compensated for the work performed under this agreement an amount not to exceed Three Thousand Five Hundred Dollars ($3,500.00). 6. Method of Payment: MSA will invoice the City of Meridian Accounting Department at 33 East Idaho 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. 7. 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 of Meridian 33 E. Idaho Avenue Meridian, Idaho 83642 Mountain States Appraisal and Consulting 1459 Tyrell Lane, suite B Boise, Idaho 83706 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. Agreement - Real Property Appraisal Services - page 2 of 4 8. 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. 9. 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. 10. Assignment: It is expressly agreed and understood by the parties hereto, that MSA 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. II. Discrimination Prohibited: In performing the Services required herein, MSA shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 12. Duplication, 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. 13. Termination for Cause: If, through any cause, MSA, 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, CITY shall thereupon have the right to terminate this Agreement by giving written notice to MSA of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. In such event, all finished or unfinished documents, data, maps, studies, surveys, drawings, models, photographs and reports prepared by MSA under this Agreement shall, at the option of CITY, become its property, and MSA shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, MSA shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of this Agreement by MSA, and CITY may withhold any payments to MSA for the purposes of offset until such time as the exact amount of damages due CITY from MSA are determined. This provision shall survive the termination of this Agreement and shall not Agreement - Real Property Appraisal Services - page 3 of 4 "'. ~' relieve MSA of its liability to CITY for damages. CITY understands and acknowledges that MSA has the right to terminate due to cause instigated by CITY. In that situation, MSA would have the same rights as CITY identified herein. 14. Termination for Convenience of CITY or MSA: CITY or MSA may terminate this Agreement at any time by giving at least fifteen (15) days notice in writing to the other Party. If the Agreement is terminated by CITY, MSA will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services covered by this Agreement, less payments of compensation previously made. If this Agreement is terminated due to the fault of MSA or CITY, Section 17 hereof shall apply. 15. 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. 16. 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. 17. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State ofIdaho, and the ordinances of the City of Meridian. 18. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. MO~~~ ~ CITYpF-MERIDIAN-- -- \~\ il!i \\\\\\ - ---- - - ;. <,,-,\ ~ or ,. /:~ I ~- -___ _ ERD, MAYOR , ~, -~~ 'AlA. ~ -------------- ::::' G i">'i;'pon.. "'-',' Y ,~- j ~.p-' -"~O~) ~ - - R., CITY CLER -Yc,.. SEIAL n,& J -::--~~ ~-J 0 ..::- --:',;1/\ U8r 15\ ' ~.2 , v~ ",." .;::- /// --, ~' " Agreement - Real Property Appraisal s&v~{;JN~2:,,~,()f 4 I" IIII lI' \'t\