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HomeMy WebLinkAboutProfessional Service Agreement with JUB Engineers, Inc. for Engineering Services MASTER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this l day of ..)~t-lU~ ~Y ,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 J-U-B Enaineers, Inc., hereinafter referred to as "ENGINEER", whose business address is 250 South Beechwood Avenue, Suite 201, Boise, ID 83709. 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 joint property of, and if requested, be copied to, the CITY for their further use thereof with reasonable reimbursement to ENGINEER for reproduction time and expense. 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 MASTER AGREEMENT FOR ENGINEERING SERVICES - page 1 of 8 2.3 Except as expressly provided in this Agreement and corresponding Task Orders, ENGINEER shall not be entitled to receive from the City any additional consideration from City, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including, 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 ENGINEER's 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, Insurance, and Limit of Liability: 5.1 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 reasonable 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, MASTER AGREEMENT FOR ENGINEERING SERVICES - page 3 of 8 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 Attn: 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. 7. Attorney Fees: The parties agree to use their best efforts to amicably resolve any disputes including undertaking mediation in accordance with the rules of the American Arbitration Association prior to litigation. The request for arbitration may be made concurrently with the filing of a legal action but, in such event, arbitration shall proceed in advance of legal action or equitable proceedings, which shall be stayed pending arbitration for a period of sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 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. 8. 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. 9. 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. 10. Reports and Information: MASTER AGREEMENT FOR ENGINEERING SERVICES - page 5 of 8 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 completed through the date of notice of termination. Notwithstanding the above, ENGINEER shall not be relieved of liability to the CITY for costs sustained by the CITY by virtue of any breach of this Agreement by ENGINEER, and the CITY may withhold disputed payments to ENGINEER - 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. 14. 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. 15. Force Majeure: ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER. In any such event, ENGINEER's fee and schedule shall be equitably adjusted. 16. Advice of Attorney: Each party - represents that in executing this Agreement, it has received independent legal advice from it's attorney's or the opportunity to seek such advice. 17. 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. 18. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho MASTER AGREEMENT FOR ENGINEERING SERVICES - page 7 of 8