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HomeMy WebLinkAboutProfessional Service Agreement with Brown Environmental for On-Site Operator Training - Chlorine AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 3rd day of April, 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 Brown Environmental, Inc, hereinafter referred to as "CONSULTANT", whose business address is 25 Wall Street, Nampa, Idaho 83651 . INTRODUCTION Whereas, the City has a need for services involving On-site Operator Trainina - Chlorine; and WHEREAS, the Consultant 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 CONSULTANT shall perform and furnish to the City upon execution of this Agreement all services, and comply in all respects, as specified in the document titled "Scope of Services" a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 1.2 All documents, drawings and written work product prepared or produced by the Consultant under this Agreement, including without limitation electronic data files, are the property of the Consultant; provided , however, the City shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Consultant may copyright the same, except that, as to any work which is copyrighted by the Consultant, the City reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish BOILER PLATE - page 1 of 6 / and use such work, or any part thereof, and to authorize others to do so for internal purposes only. 1.3 The Consultant 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 Consultant 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 Consultant and any reports or opinions prepared or issued as part of the work performed by the Consultant under this Agreement, Consultant makes no other warranties, either express or implied, as part of this Agreement. 2. Consideration 2.1 The Consultant shall be compensated on a Lump Sum basis as provided in Exhibit A "Scope of Services" attached hereto and by reference made a part hereof. 2.2 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 Consultant under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Consultant. 2.3 Except as expressly provided in this Agreement, Consultant 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, but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Consultant 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. Independent Contractor: 3.1 In all matters pertaining to this agreement, CONSULTANT shall be acting as an independent contractor, and neither CONSULTANT nor any BOILER PLATE - page 2 of 6 officer, employee or agent of CONSULTANT will be deemed an employee of CITY. Except as expressly provided in Exhibit A, Consultant 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. 3.2 Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant 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 Consultant in fulfillment of this Agreement. 4. Indemnification: CONSULTANT 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 performance of this Agreement by the CONSULTANT, 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 5. 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 Brown Environmental. Inc. Attn: Patricia Brown 25 Wall Street Nampa. 1083651 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. BOILER PLATE - page 3 of 6 6. Assignment: It is expressly agreed and understood by the parties hereto, that CONSULTANT 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. 7. Discrimination Prohibited: In performing the Services required herein, CONSULTANT 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. 8. Compliance with Laws: In performing the scope of services required hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 9. 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 CONSULTANT'S compensation, which are mutually agreed upon by and between the CITY and CONSULTANT, shall be incorpo~ated in written amendments to this Agreement. 10. Termination: If, through any cause, CONSULTANT, 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 CONSULTANT of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONSULTANT may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. 11 . 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. 12. 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. BOILER PLATE - page 4 of 6 13. 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. 14. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN CONSULTANT BY:~ TAMM E:ERD, MAYOR ~7f'($UJvwv BY: Brown Environmental, Inc. J~/t- WILLIAM G. BERG, J 4-.f--tJ7 \\\\\1111/11111 \0 I~I ,,\\ "'\ Of ~h.;~'1111 "" ~ --=- ~ I,..., ,," c} ifPp.P~. "11.- ~ .:' . -''''il'~ ~ :~ "I '\;'....-:;. ~ v ~ - - - - Attest: Approved as to c~ BY:#~ KEITH WATTS, PURCHASING AGENT Department Approval BY: fd C~ I' NAME: .~'l! k e hd To,1/ Dated: t-/ - /../- 6 ( TITLE: /(,J.+,ta .S~P",,t(I/J kN d.A.J/ Dated: -Y- S--tJ 7 Approved as to Form CITY ATTORNEY BOILER PLATE - page 5 of 6 Attachment A SCOPE OF SERVICES A. The workshop will be held on Friday, April 6, 2007, from 8 am - 2 PM, with an hour for lunch. The instructor is Thomas Tackman. Cost of delivery of the training and materials will not exceed $1,500. This price includes labor, printing, and out-of-pocket expenses. B. The workshop will provide a combination of training in the class room and field training at one well house. Class room training will cover chlorine theory including breakpoint chlorination. Training will cover the oxidation characteristics of chlorine when mixed with tap water containing naturally occurring dissolved manganese. Training at the well house will cover the mechanical operation and maintenance of the chlorine injectors using a 12.5% solution of sodium hypochlorite. The field study will include processing a chlorine residual test. A question and answer session will be included in both the field exercise and the class room session. C. Continuing Education Units (CEU's) may be issued to attendees subject to approval by the Idaho Bureau of Occupational Licenses (IBOL). BOILER PLATE - page 6 of 6