HomeMy WebLinkAboutProfessional Service Agreement with Hydro Logic, Inc. for Hydrogeological Services
MASTER AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 9th day
of January, 2007, 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 Hvdro LOQic, Inc. ,
hereinafter referred to as "HYDROGEOLOGIST", whose business address is 1002
West Franklin Street. Boise. Idaho 83702-5431
INTRODUCTION
Whereas, the City has a need for HYDROGEOLOGICAL services to be
defined by individual Task Orders which will set forth Specific Services, Time of
Performance and Payment.; and
WHEREAS, the HYDROGEOLOGIST 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 HYDROGEOLOGIST 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
HYDROGEOLOGIST 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
HYDROGEOLOGIST, sub-HYDROGEOLOGIST's, their agents,
representatives or employees to any third party without the express
written consent of the CITY unless said documents and/or materials are
MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 1 of 8
already released into the public domain or if the documents and/or
materials are developed and intended for release to third parties such as
regulatory agencies. Use of these documents by the CITY on any other
project, without written verification or adaptation by the
HYDROGEOLOGIST for the specific purpose intended, will be at the
City's sole risk and shall be without liability or legal exposure to the
HYDROGEOLOGIST. The City shall use professional citation protocol
and give applicable credit to HYDROGEOLOGIST for the origin of the
document and shall indicate if the documents have been modified. The
CITY shall indemnify and hold harmless the HYDROGEOLOGIST 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 HYDRGEOLOGIST to further compensation at
rates to be agreed upon by the CITY and the HYDROGEOLOGIST."
1.3 The HYDROGEOLOGIST 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 HYDROGEOLOGIST represents and
warrants that it will perform its 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
HYDROGEOLOGIST and any reports or opinions prepared or issued as
part of the work performed by the HYDROGEOLOGIST under this
Agreement, HYDROGEOLOGIST makes no other warranties, either
expressed or implied, as part of this Agreement.
1.4 Services and work provided by the HYDROGEOLOGIST 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 HYDROGEOLOGIST shall be compensated as defined by
corresponding Task Orders.
2.2 The HYDROGEOlOGIST 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
MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 2 of 8
from any payment made by City to HYDROGEOLOGIST under the terms
and conditions of this Agreement. Payment of all taxes and other
assessments on such sums is the sole responsibility of
HYDROGEOLOGIST.
2.3 Except as expressly provided in this Agreement and corresponding
Task Orders, HYDROGEOLOGIST shall not be entitled to receive from
the City any additional consideration, 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, HYDROGEOLOGIST 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
HYDROGEOLOGIST's business.
4. Independent Contractor:
4.1 In all matters pertaining to this agreement, HYDROGEOLOGIST
shall be acting as an independent contractor, and neither
HYDROGEOLOGIST nor any officer, employee, or agent of
HYDROGEOLOGIST will be deemed an employee of CITY. Except as
expressly provided for in Exhibit A, HYDROGEOLOGIST 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 HYDROGEOLOGIST shall determine the method, details, and
means of performing the work and services to be provided by
HYDROGEOLOGIST under this Agreement. HYDROGEOLOGIST 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 HYDROGEOLOGIST in fulfillment of this Agreement.
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5. Indemnification and Insurance:
HYDROGEOLOGIST 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
HYDROGEOLOGIST, 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. HYDROGEOLOGIST shall maintain,
and specifically agrees that it will maintain, throughout the term of this
Agreement, liability insurance in the minimum amounts as follow: General
Liability One Million Dollars ($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
CITY shall be named an additional insured on both General Liability and
Automotive policies. 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, HYDROGEOLOGIST 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 HYDROGEOLOGIST or HYDROGEOLOGIST's officers,
employees, 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. HYDROGEOLOGIST shall
provide CITY with a Certificate of Insurance, or other proof of insurance
evidencing HYDROGEOLOGISTS 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 HYDROGEOLOGIST begins performance of
it's obligations under this Agreement. In the event the insurance
minimums are changed, HYDROGEOLOGIST 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.
MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES -
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HYDROGEOLOGIST shall be entitled to compensation for reasonable
reproduction costs associated with such requests by the CITY.
12.2 HYDROGEOLOGIST 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
with reasonable advance notification, the CITY may request that there
shall be made available to the CITY for examination all of
HYDROGEOLOGISTS records with respect to all matters covered by this
Agreement and that request shall be granted subject to reasonable
compensation for reproduction costs to be mutually agreed upon at the
time of the CITY's request. HYDROGEOLOGIST shall permit the CITY to
audit, examine, and make excerpts or transcripts from such records.
CITY may request 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 and
HYDROGEOLOGIST will grant requests.
13. Publication, 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
with the understanding that the work shall be professionally cited with
respect to origin and the applicable credit given to HYDROGEOLOGIST.
Documents that are modified from the original forms shall be noted as
being changed.
14. Compliance with Laws: In performing the scope of services required
hereunder, HYDROGEOLOGIST 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 SelVices to be performed hereunder. Such changes, including
any increase or decrease in the amount of HYDROGEOLOGISTS
compensation, which are mutually agreed upon by and between the CITY
and HYDROGEOLOGIST, shall be incorporated in written amendments to
this Agreement.
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