Loading...
HomeMy WebLinkAboutProfessional Service Agreement with TransCivil for Engineering Services MASTER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this _ day of ,2006, and entered into 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 Idaho Avenue, Meridian, Idaho 83642, and TransCivil, hereinafter referred to as "ENGINEER", whose business address is 1406 N. Main Street, Suite 202, Meridian. ID 83642 . INTRODUCTION Whereas, the City has a need for engineering services to be defined by individual Task Orders which will set forth Specific Services, Time of Performance and Payment.; and WHEREAS, the ENGINEER is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS 1. Scope of Services: 1.1 ENGINEER shall perform and furnish to the City upon execution of this Agreement an associated Task Order and receipt of the City's written notice to proceed, all services, and comply in all respects, as specified in the corresponding Task Order and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 1.2 All documents or materials acquired or produced by the ENGINEER in conjunction with the project shall become the property of, and be delivered to, the CITY without any restrictions or limitations with respect to their further use thereof. All documents or materials prepared for the CITY shall not be distributed by the ENGINEER, sub-engineer's, their agents, representatives or employees to any third party without the express written consent of the CITY. Use of these documents by the CITY on any other project, without written verification or adaptation by the MASTER AGREEMENT FOR ENGINEERING SERVICES - page 1 of 7 ENGINEER for the specific purpose intended, will be at the City's sole risk and shall be without liability or legal exposure to the ENGINEER The CITY shall indemnify and hold harmless the ENGINEER from all claims, damages, losses and expenses including attorney's fees arising out of or resulting from the use of such documents. Any verification or adaptation will entitle the ENGINEER to further compensation at rates to be agreed upon by the CITY and the ENGINEER" 1.3 The ENGINEER shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The ENGINEER represents and warrants that it will perform it's work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the ENGINEER and any reports or opinions prepared or issued as part of the work performed by the ENGINEER under this Agreement, ENGINEER makes no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provide by the ENGINEER at the City's request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. 2. Consideration 2.1 The ENGINEER shall be compensated as defined by corresponding Task Orders. 2.2 The ENGINEER shall provide the City with a monthly statement, as services warrant, of fees earned and costs incurred for services provided during the billing period, which the City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to ENGINEER under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of ENGINEER 2.3 Except as expressly provided in this Agreement and corresponding Task Orders, ENGINEER shall not be entitled to no receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including, MASTER AGREEMENT FOR ENGINEERING SERVICES - page 2 of 7 but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, ENGINEER 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. 3. Time of Performance: This agreement shall become effective upon execution by both parties, and shall automatically renew annually unless sooner terminated in writing. This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, or (b) sale of Engineers business. 4. Independent Contractor: 4.1 In all matters pertaining to this agreement, ENGINEER shall be acting as an independent contractor, and neither ENGINEER nor any officer, employee or agent of ENGINEER will be deemed an employee of CITY. Except as expressly provided in Exhibit A, ENGINEER has no authority or responsibility to exercise any rights or power vested in the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 4.2 ENGINEER shall determine the method, details and means of performing the work and services to be provided by ENGINEER under this Agreement. ENGINEER shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of ENGINEER in fulfillment of this Agreement. 5. Indemnification and Insurance: ENGINEER 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 and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the negligent acts and/or errors or omissions by the ENGINEER, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. ENGINEER 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 amounts as follow: General Liability One Million Dollars MASTER AGREEMENT FOR ENGINEERING SERVICES - page 3 of 7 ($1,000,000) per incident or occurrence, Professional Liability / Professional errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance, in the statutory limits as required by law.. 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, ENGINEER covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by the ENGINEER or Engineer's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. ENGINEER shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing ENGINEER'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date ENGINEER begins performance of it's obligations under this Agreement. In the event the insurance minimums are changed, ENGINEER shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Idaho Avenue, Meridian, Idaho 83642. 6. 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 Purchasing Agent 33 E. Idaho Avenue Meridian, Idaho 83642 TransCivil Attn: John R Stone. PE 1406 N. Main St. Suite 202 Meridian. ID 83642 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. MASTER AGREEMENT FOR ENGINEERING SERVICES - page 4 of 7 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. Assignment: It is expressly agreed and understood by the parties hereto, that ENGINEER 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. 10. Discrimination Prohibited: In performing the Services required herein, ENGINEER shall not unlawfully discriminate in violation of any federal. state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 11. Reports and Information: 12.1 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. 12.2 ENGINEER shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 12. 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 ENGINEER'S records with respect to all matters covered by this Agreement. ENGINEER 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. 13. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in MASTER AGREEMENT FOR ENGINEERING SERVICES - page 5 of 7 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. 14. Compliance with Laws: In performing the scope of services required hereunder, ENGINEER shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 15. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of ENGINEER'S compensation, which are mutually agreed upon by and between the CITY and ENGINEER, shall be incorporated in written amendments to this Agreement. 16. Termination: If, through any cause, ENGINEER, 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, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to ENGINEER of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. ENGINEER may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by ENGINEER under this Agreement shall, at the option of the CITY, become its property, and ENGINEER shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, ENGINEER shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by ENGINEER, and the CITY may withhold any payments to ENGINEER for the purposes of set-off until such time as the exact amount of damages due the CITY from ENGINEER is determined. This provision shall survive the termination of this agreement and shall not relieve ENGINEER of its liability to the CITY for damages. 17. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or MASTER AGREEMENT FOR ENGINEERING SERVICES - page 6 of 7 enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 18. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from it's attorney's or the opportunity to seek such advice. 19. 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. 20. 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. 21. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. ::pa2jO~M Dated: /-- ~ I - 0 7 NAME: l6.u-A~Q A ~~~Oy TITLE: C: 1., E~ Dated: I ~ /1 '?:J / 06 I { Approved as to Form CITY ATTORNEY MASTER AGREEMENT FOR ENGINEERING SERVICES - page 7 of 7