PSC with Whitman & Assoc.
PERSONAL SERVICES CONTRACT
BETWEEN:
CITY OF MERIDIAN, IDAHO, an Idaho Municipal
Corporation, hereinafter "City"
. AND:
WHITMAN & ASSOCIATES, INC., an Idaho
corporation, hereinafter "Contractor."
DATED:
~.....
This ~daY Of~, 2005.
PREMISES:
1.
Whereas, the City of Meridian provides building inspection services and plan
reviews for structures constructed within the City of Meridian; and
2.
Whereas, the City desires to facîlitate the provision ofthose services by using the
personal services of Whitman & Associates, Inc.; and
3.
Whereas, the Contractor has been providing such services to the City arid has
established a good reputation for the provision of such services, and is willing and
able to continue to provide such services; and
4.
Whereas, the City is authorized to obtain, by contract, the services necessary to
conduct plan reviews and building inspections.
NOW, THEREFORE, the parties hereto agree as follows:
1.
Term. This contract shall become effective on the 1 s1 day of October, 2005, and
unless earlier terminated or extended, shall expire on or before September 30,
2006.
2.
Scope of Services. Contractor shall perform the necessary services in accordance
with the schedule as described on Exhibit "A" attached hereto and herein
incorporated by reference.
3.
Prohibited Work. Contractor shall not perform any work under the guise of
another business entity, personally or professionally, on any property that is
inspected by the Contractor. This shall apply to any work that falls under the
inspection responsibilities ofthe Contractor as contemplated by this agreement.
The contractor is strictly prohibited from referring any work to themselves or a
company that they are associated with personally or professionally that is in any
FYO6 Contract for Personal Services, Whitman & Associates, Inc.
Page 1
way related to their duties under this Agreement. A violation of this condition
can be considered grounds for immediate termination of this Agreement.
4.
Compliance With Applicable Law. Contractor shall comply with all Federal,
state, city, and local laws and ordinances applicable to the work under this
contract, including, without limitation, the provisions ofIdaho Administrative
Rules and the rules and interpretations of the State of Idaho Division of Building
Safety.
5.
Reporting. Contractor agrees to prepare and furnish such reports and data as may
be required by the City. Contractor agrees to, and does hereby grant the City the
right to reproduce, use and disclose for City purposes, all or any part of the
reports, data, technical information and client information furnished to the City
under this contract. Any information or data which comes into possession of
Contractor in connection with services provided under this agreement shall
becomè City information and shall not be disclosed by Contractor to anyone
outside the City, unless the requester complies with the Idaho Public Records Act.
6.
Records Maintenance; Access. Contractor agrees that services provided under
this contract by Contractor, facilities used in conjunction with such services,
client records, Contractor's policies, procedures, performance data, and other
similar documents and records of Contractor that pertain, or may pertain, to
services under this contract shall be kept at the office space provided by City and
shall be open for inspection by the City, or its agents, at any reasonable time
during business hours. Contractor agrees to retain such records and documents
for a period often years, or such longer period as may be required by Idaho Code
§ 50-907. .
7.
Payment of Contract and Inspection Fees shall be according to the value
placed on the building permit and based upon the following pay schedule:
(a)
40% of the permit fees for the first $l 00,000 in permit fees collected
annually.
(b)
25% ofthe permit fees over $100,000 collected annually.
(c)
The Contractors percentage for any permit issued for a structure valued at
more than $2,000,000 shall be negotiable between the City of Meridian
and the Contractor.
(d)
85% ofre-inspection fees collected.
(e)
40% of plan review fees collected.
The City of Meridian agrees to provide office space, computers, telephone
system, inspection tags, permit notices, and clerical staff, as may be necessary for
FYO6 Contract for Personal Services, Whitman & Associates, Inc.
Page 2
Contractor to carry out the issuance of permits, receiving and distributing
inspection requests, public assistance, and/or any other business transactions that
would need to be conducted by the Building Official that are directly related to
providing services under this contract. If the Contractor desires additional
services that are not hereinabove provided by the City of Meridian, then those
additional services shall be at the sole cost and expense ofthe Contractor.
8.
Termination
(a) All or part of this contract may be terminated by mutual consent of both
parties in writing.
(b) If Daunt Whitman ceases to act as the Building Official for the City of
Meridian, as outlined in number 8 here in below, th.en this contract shall
immediately be terminated and become null and void.
(c) In addition, City may terminate or modify this contract, in whole or in
part, effective immediately upon delivery of written notice to Contractor, or at
such later date as may be established by City under the following conditions:
(i) If Federal or state regulations or guidelines are modified, changed,
or interpreted in such a way that the services are no longer allowable or
appropriate for purchase under this contract; .
(ii) If any professional license, insurance, bond or certificate required
by law, regulation or this contract to be held by Contractor to provide the services
required by this contract, is for any reason denied, revoked, suspended, or not
renewed;
(iii) If City has evidence that Contractor in the course of its duties
herein has endangered or is endangering the health and safety of clients, residents,
staff or the public; .
(iv) Falsification of records by Contractor; .
(v) Failure of the Contractor to comply with the provisions of this
contract and all applicable Federal, state or local laws and rules, including
applicable building codes and Idaho Administrative Rules.
(vi) If Contractor fails to provide services as set forth in Exhibit "A";
(vii) If Contractor fails to provide services called for by this contract
within the times specified on Exhibit "A"; .
(viii) If Contractor or its agents engage in fraud, dishonesty, or any other
act of misconduct in the performance of this contract;
(ix) If continued or repeated justifiable, documented complaints are
made against Contractor or its agents for: (a) failure to provide services specified
on Exhibit "A"; or (b) perform their duties in a courteous and professional
manner;
FYO6 Contract for Personal Services, Whitman & Associates, Inc.
Page 3
(x) If the City Council determines that termination of the contract is in
the best interests of the City.
(d) Time is of the essence of Contractor's performance of each and every
obligation and duty under this Agreement. City, by written notice to Contractor
of default or breach may terminate the whole or part ofthis contract: .
(i) If Contractor fails to provide services called for by this contract
within the time specified herein or any extension thereof; or
(ii) If Contractor fails to perform any of the provisions of this contract,
or so fails to pursue the work as to endanger performance of this contract in
accordance with its terms, and after receipt of written notice from City fails to
Correct such failures within 14 calendar days or other period as specified.
The rights and remedies provided above are not exclusive and are in addition to
any other rights and remedies provided by law or under this contract. A waiver
by City of any rights, remedies or provisions provided in this contract or by law,
is not a waiver by City of any other rights, remedies or provisions, whether or not
similar, nor shall any waiver in one instance constitute a waiver in any other
instance or constitute a continuing waiver. City shall not have to reinstate any
provisions of this contract following a waiver for the provision to be effective in
any other instance.
9.
Designated Building Official. Whitman & Associates, Inc. acknowledges that
Daunt Whitman is designated as the Building Official for the City of Meridian
with the primary responsibility for providing and perfonning all duties required
under this contract for the City of Meridian. If for any reason Daunt Whitman
fails or ceases to continue as the Building Official for the City of Meridian,
Contractor shall be required to givè notice of the City of Meridian.
10.
Independent Contractor. Contractor is not an officer, employee or agent of the
City. Contractor is engaged as an independent contractor, and will be so deemed
for purposes of the following:
(a) Contractor will be responsible for payment of any Federal or state taxes
required as a result ofthis contract.
(b) Contractor is not entitled to any benefits generally granted to City
employees. Without limitation, but by way of illustration, the benefits which are
not intended to be extended by this contract to the Contractor are: vacation,
holiday, sick, or other leaves of pay; medical or dental insurance; or, retirement
benefits.
(c) Contractor is an independent contractor for purposes of the Idaho
Worker's Compensation laws, and is solely liable for worker's compensation
coverage under this contract.
FYO6 Contract for Personal Services, Whitman & Associates, Inc.
Page 4
13.
(d) Substantially all necessary tools, equipment, supplies and all other
administrative support expenses will be furnished by the Contractor, except the
following:
i. Administration support expenses
ii. Office space with furniture
iii. Computer systems, including software and printers
iv. Wired telephone system
v. Inspection tags and notices
(e) Contractor will not be eligible for any Federal Social Security, State
Workman's Compensation or unemployment insurance payment from the City or
charged to City's account.
11.
Subcontracts and Assignments; Successors in Interest. To insure the
appropriate, uninterrupted, adequate and timely service to the residents of the City
of Meridian, Contractor shall not enter into any contracts or subcontracts for any
ofthe work required by this contract, or assign or transfer any of its interest in this
contract, without the prior written consent of the City. City may withhold its
consent to assignment, succession or other transfer of Contractor's rights and
responsibilities under this Contract, when City, in its reasonable discretion,
determines that the proposed assignment or transfer would not serve the bests
interests of the citizens of Meridian.
The provisions of this contract shall be binding upon and shall inure to the benefit
of the parties hereto, and their respective successors and assigns, if any.
12.
Transition. In the event this contract is terminated, or is not renewed or
extended, the parties agree that a period of transition will be necessary to assure
adequate protection of the public and continuity of service to contractors.
Contractor agrees that for thirty (30) days after termination of this agreement, it
will provide such services as are requested by City. During the thirty (30) day
period, City will compensate Contractor $75.00 per hour for each hour worked.
Contractor will submit detailed billings, including time records containing: date,
service, personnel information, and,time expended (recorded in one-quarter hour
increments). Payment will be made no later than the ISth of the month for billing
statements submitted not later than the first day of that month.
Insurance and Bonding.
(a) General Liability Insurance. Contractor will have in place liability
coverage while serving the City pursuant to this contract. Contractor shall obtain
and, at all times, keep in effect comprehensive general liability insurance with a
combined single limit not less than $1,000,000 or the equivalent for property
damage and bodily injury or death per occurrence. In the event a unilateral
cancellation or restriction by the insurance company ofthe insurance policy
FYO6Contract for Personal Services, Whitman & Associates, Inc.
Page 5
IS.
referred to in this paragraph, Contractor shall immediately notify City orally and
then in writing within three (3) days. City has the right to suspend portions or all
of the services, operations and duties due under this contract if Contractor's
general liability insurance is revoked, cancelled, expires or Contractor is
otherwise without general liability insurance. Contractor will be afforded a
reasonable time to obtain insurance. If Contractor can not obtain insurance within
a reasonable time, City may tenninate this contract.
(b) Automobile Liability Insurance. Contractor shall obtain, at Contractor's
expense, and maintain in effect during this Contract, Automobile Liability
Insurance with a combined single limit per occurrence of not less than $500,000
naming the City.ofMeridian as an additional insured.
( c) Additional Insured. Contractor shall name the City, its officers,
employees, and agents as Additional Insured on any insurance policies required
herein only with respect to Contractor's activities being performed under this
Contract. Such insurance shall be evidenced by a Certificate of Insurance, issued
by an insurance company licensed to do business in the State ofIdaho (ACORD
Form 27), containing a 30-day Notice of Cancellation endorsement and shall be
forwarded to City. -
(d) Error and Omission Insurance. Contractor shall maintain error and
omission or professional liability insurance for the services under this contract in
an amount not less than $500,000 per occurrence. .
(e) Worker's Compensation Insurance. Contract shall maintain worker's
compensation insurance for the services under this contract.
(f) Proof of Insurance. Certificates of Insurance (ACORD Form 27 or
equivalent) shall be provided for all required coverages and furnished to the City
Clerk and a copy to the Development Services Manager.
14.
Indemnity. Contractor shall defend, save, hold harmless, and indemnify the City,
its officers, employees, agents, and members, from all claims, suits, actions or
costs including attorney fees and costs of defense resulting from or arising out of
the work performed under this contract and arising from the sole or joint
negligence ofthe Contractor. Likewise, subject to the limits of the Idaho Torts
Claims Act, City shall save, hold harmless and indemnify Contractor from all
claims, suits, actions or costs, including attorney fees and costs of defense
resulting or arising out of this contract and arising from the sole negligence of
City.
Nondiscrimination. Contractor agrees that it shall not discriminate against any
person in the performance of this contract, on the grounds of race, color, creed,
national origin, sex, marital status, disability or age.
FYO6 Contract for Personal Services, Whitman & Associates, Inc.
Page 6
18.
19.
20.
16.
Attorney Fees. In the event an action, suit, or proceeding, including appeal
therefrom, is brought for failure to observe any of the terms of this contract, the
non-prevailing party shall be responsible for the prevailing party's attorney's fees,
expenses, costs, and disbursements for said action, suit, proceeding or appeal.
17.
Governing Law; Jurisdiction; Venue. This contract shall be governed and
construed in accordance with the laws of the State ofIdaho without resort to any
jurisdiction's conflict oflaws, rules or doctrines. Any claim, action, suit or
proceeding between the City and Contractor that arises from or relates to this
contract shall be brought and conducted solely and exclusively with the Fourth
Judicial District Court of Ada County for the State ofIdaho. Provided, however, if
the claim must be brought in a federal forum, then it shall be brought and
conducted exclusively within the United States District Court for Idaho.
Subject Employers. The Contractor, its subcontractors, if any, and all
employers working under this contract are subject employers under the Idaho
Worker's Compensation Law and shall comply with said law, which requires
them to provide worker's compensation coverage for all their subj ect workers.
Amendments. The tenDS of this Contract may be amended upon the mutual
consent ofthe parties. Contractor expressly agrees to amendments which may be
necessary from time to time to incorporate changes or provisions required by law
or the Division.
Severability. The terms of this Contract are severable and a determination by an
appropriate body having jurisdiction over the subject matter of this Contract that
results in the invalidity of any part, shall not affect the remainder of this Contract.
Dated _\"3 ~ day of Ç"e.p~bl./
,2005.
FYO6 Contract for Personal Services, Wbitman & Associates, Inc.
Page 7
WHITMAN & ASSOCIATES, INC.
B~ ~Ù-=--.
DAUNT WH TMAN, PRESIDENT
CITY OF MERIDIAN
BY:
TAMMYdeWEERD,MAYOR
Attest:
WILLIAM G. BERG, JR., CITY CLERK
STATE OF IDAHO, )
: ss:
County of Ada, )
On this \"3 ~ day of~, 2005, before me, the undersigned, a
Notary Public in and for said State, personally appeared DAUNT WHITMAN, known or
identified to me to be the President of Whitman & Associates, Inc., and whose name is
subscribed to the within instrument, and acknowledged to me that he executed the same
for Whitman & Associates, Inc.
IN WITNESS WHEREOF, I have hereunto set m
seal the day and year in this certificate first abov te
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FYO6 Contract for Personal Services, Whitmim & Associates, Inc.
(SEAL)
Page 8
STATE OF IDAHO, )
: ss:
County of Ada, )
On this day of , 2005, before me, the undersigned, a
Notary Public in and for said State, personally appeared TAMMY de WEERD and
WILLIAM G.BERG, JR., known or identified to me to be the Mayor and City Clerk,
respectively, for the City of Meridian, and the persons whose names are subscribed to the
within instrument, and acknowledged to me that they executed the same on behalf ofthe
City of Meridian IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first above written.
(SEAL)
Notary Public for Idaho
Residing at:
My Commission Expires:
FYO6 Contract for Personal Services, Whitman & Associates, Inc.
Page 9
EXHIBIT "A"
SERVICES TO BE PERFORMED BY WHITMAN & ASSOCIATES, INC.
1.
Computerized Permit Tracking Program. Contractor shall provide data and
input into the City of Meridian's computerized Building Permit Tracking
program. All building permit applications received shall be entered into the
program and each step of the building permit process shall be entered into the
computer as soon as possible following completion of that step. Every reasonable
attempt shall be made to keep all entries current, however, the Building Permit
Tracking program shall never be allowed to become more than two working days
behind the current status of each building permit.
2.
Public Office. Contractor shall maintain regular business hours, or be available
by telephone, through the City of Meridian' s Building Department located at 660
E. Watertower Lane, Suite 150, Meridian, Idaho. Business hours are from 8:00
am to 5 :00 pm, Monday through Friday, except holidays or as determined by the
Building Department. The City of Meridian agrees to provide office space,
computers, telephone system, and clerical staff, as may be necessary for
Contractor to carry out the issuance of permits, receiving and distributing
structural inspection requests, public assistance, and/or any other business
transactions related to this contract that would need to be conducted by the
Building OfficiaL If the Contractor desires additional services that are not here in
above provided by the City of Meridian, then those additional services shall be at
the sole cost and expense of the Contractor.
3.
Coordination. Contractor shall mutually coordinate plan reviews with the City
Planning officials, Public Works officials and appropriate fire marshals. Field
inspections will verify and incorporate requirements of approved plan documents
on which permits are granted.
4.
Conflicts. Contractor shall report to the Development Services Manager any
potential conflicts of interest it may have relative to a construction project.
5.
Administration and Enforcement of Codes and City Ordinances. Contractor
shall enforce and comply with building provisions as may be codified or ordained
by the City.
Contractor shall assist the City in enforcing its planning and zoning ordinances,
including the Flood Plain ordinance, and other ordinances related to building
sites, and building uses. Contractor shall report to the City of Meridian
Development Services Manager any observed violations of the City's planning
and zoning ordinances, or other ordinances of which Contractor has knowledge as
well as the current code adopted by the City of Meridian.
Exhibit "A" - Page 1