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HomeMy WebLinkAboutProfessional Service Agreement with MWH Americas, Inc. for Engineering Services (2)I~ ~l ~~ ~ ~ ~~ ~ ~i emo ~~ JUN 2 6 2008 I~ City Of Mericiian '~ City Clerk Oflace To: Jaycee Holman; Tara Green '~ From: Roxanne Holland, Staff Enginee~ hollandr@meridiancity.org Meridian Public Works Department;i 660 E. Watertower, Suite 200 ~ Phone: 898-5500 ~+ Fax: 898-9554 ~I CC: Clint Dolsby, P.E., Interim City Engineer Date: 6/26/08 ~~ Re: Proposed Agenda Item for July 1~, 2008 City Council Meeting ~ The Public Works Department respectf ~Ily cequests the following item be placed on the July 1, 2008 City Council agenda, under Consent Agenda, for Council's consideration: Master Aqreement for Professional Seniices with MWH l~, Attached is a Master Agreement for Professional Service with MWH. The agreement is for professional engineering consulting services and includes a rate sheet. II Recommended Council Action: The Public Works Departrnent recommends that City Council approves and signs the Master Agreement for Professional Services with MWH. ~~ Thank you for your consideration. Pleas;e contact me if you have any questions. ~i ~ ~ ~ :~ ~ f ~~ • Page 1 ~ i~ Ij ~~ I~ ~ I MASTER AGREEMENT '~ FOR PROFESSIONAL SERVICES i THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 2nd day of June 2008, and entered into by and be'tween 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, Meridia~n, Idaho 83642, and MWH Americas, Inc., hereinafter referred to as "ENGINEER", whose business address is 671 E. Riverpark Lane, Suite 200, Boise, Idaho 83706. ~ ~~INTRODUCTION . ~ Whereas, the CITY has a need for engineering services to be defined by individual Task Orders which will set fo~rth 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 conta~ned, the parties agree as follows: ~~ TERMS AND CONDITIONS ~~ i 1. Scope of Services: ;~ ~ ~~ 1.1 ENGINEER shall perform and furnish to the CITY upon execution of this Agreement an assoc~iated 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 conjuncfion with the p,roject other than instruments of service of ENGINEER which were developed separate from this Agreement, 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-engineers, their agents, representatives or employees to any thicd p'arty without the express written consent of the CITY. Use of these doc'uments by the CITY on any other project, without written verification or adaptation by the ENGINEER for the specific MASTER AGREEMENT FOR ENGINEER~ING SERVICES - page 1 of 8 I ~~ ~ 'i II i I ;I 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 ENGI'NEER to further compensation at rates to be agreed upon by the C1TY and the ENGINEER. ~~ 1.3 The ENGiNEER shall provide services and work under this Agreement consistent wifh 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 w,~th generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and tha# 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 prepa~ed 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~,. 1.4 Services and wor ~ pcovided by the ENGI'NEER 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 Wo"rk may be revised frorn time to time upon mutual_ written consent of the parties. ~~ 2. Consideration ' I; 2.1 The ENGINEER shall be compensated as defined by corresponding Task Ord'ers per the attached "Rate Schedule" identified as Exhibit A to this Agreement. 2.2 The ENGINEER shall provide the CITY with a monthty statement, as services warrant, of fe~es 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 C~ITY 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 expres,sly provided in this Agreement and corresponding Task Orders, ENGINEER shall not be entitled to receive from the CITY any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under fhis Agreement, including, but not limited to, meals~~lodging, transportation, drawings, renderings or MASTER AGREEMENT FOR ENGINEERING SERVICES - page 2 of 8 3 4 5. i~ 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 ki~ld whatsoever. 'l Time of Performance: ~~ ~~ This Agreement shall become effective upon execution by both parties, and shall continue until te'i minated by either party in writing. This Agreement shall terminafe automatically on the occurrence of (a) bankruptcy or insolvency~}of either party, or (b) sale of ENGINEER's business. ~- ~a 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 expressl~y 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 Agre;ement 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. ENGINEERJ 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. ~_ Indemnification and ENGINEER shall indem~ for any and all losses, cl persons or property and litigation costs and attor~ from, or in connection w by the ENGINEER, its s business invitees,. ENG it will maintain, throughc the minimum amounts a ($1,000,000) per incider Professional Errors and aggregate, Automobile I ($1,000,000) per incider Insurance, in the statutc urance: fy and save and hold harmless CITY from and ims, actions, judgments for darnages, or injury to ~sses and expenses and other costs including ~y's fees, to the extent arising out of, resulting h the negligent acts and/or errors or omissions Nants, agents, officers, employees, guests, and JEER shall maintain, and specifically agrees that t the term of this Agreement, liability insurance in follow: General Liability One Million Dollars or occurrence, Professional Liability / )missions One Million Dollars ($1,000,000) ability Insurance One Million Dollars or occurrence and Workers' Compensation ,r limits as required by law. The CITY shall be MASTER AGREEMENT FOR ENGINEERING SERVICES - page 3 of 8 ~~ ,~ named an additional insured on both General Liability and Automotive policies. The lirnits of ins'urance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an am;ount in excess of the insurance limits, herein provided, ENGINEER covenants and agrees to indemnify and save and hold harmiess CITY frorn~,~and for all such losses, claims, actions, or judgments for damages or injury to persons or property and ofher costs, including litigation costs a~nd attorneys' fees, arising out of, resulting from, or in connection with the negligent performance of this Agreement by the ENGINEER or ENGINEE:R'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~{C1TY with a Certificate of Insurance, or other proof of insurance eviden~cing 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 pertormance of iYs obliga~ions 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 Ciry Accounting, 33 East:~daho 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 communicateid when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Mericiian Purchasing~~Agent 33 E. Idaho~Avenue Meridian, Idaho 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. ;~ 7. 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 relie~f 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 1. ,l MASTER AGREEMENT FOR ENGINEER~NG SERVICES - page 4 of 8 ~~ i~ ~I between the parties and of this Agreement. 8. Assignment: It is expr~ hereto, that ENGINEER hypothecate or sell any prior express written cor I survive any default, termination or forfeiture ly agreed and understood by the parties all not have the right to assign, transfer, ts rights under this Agreement except upon the nt of CITY. 9. Discrimination Prohibil ENGINEER shall not unl state or local law, rule or race, color, religion, sex, 10. Reports and Informatia 10.1 At such times an~ shall be furnished to the informafion as the CITY i Agreement. I: In perforrning the Services required herein, fiully discriminate in violation of any federal, gulation against any person on the basis of itional origin or ancestry, age or disability. ~ such forms as the CITY may require, there ~Y such statements, records, reports, data and y request pertaining to matters covered by this 10.2 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 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. '! 11. Audits and Inspections:il At any time during normal business hours and as often as the CITY may:ldeem necessary, there shall be made available to the CITY for examinatio~n all of ENGINEER's records with respect to all rnatters covered by this A'greement. 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, payrol~s, records of personnel, conditions of employrnent and other data relating to all matters covered by this Agreernent. ~$. 12. 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 an'y 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. CITY shall furnish to ENG'INEER the applicable information and technical data in CITY's possession~or control reasonably required for the proper performance of fhe Servic'es. ENGINEER shall be entitled to reasonably MASTER AGREEMENT FOR ENGINEERI ~G SERVICES - page 5 of 8 ,~. ~~ i ~ ~ ~~ li ;j rely upon the inforrnafior generally accepted sourc without independent veri knows or in the exercise information is inaecurate 13 14 15. Compliance with Laws: hereunder, ENGINEER s and aodes of federal, sta ~nd data provided by CITY or obtained from s(with CITY approval) within the industry :ation except and to the extent ENGINEER ~ reasonable care should know the document or r incomplete. In performing the scope of services required all comply with all applicable laws, ordinances, ~, and local governments. ,~ Changes: The C1TY 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 agreetl upon by and between the CITY and ENGW'EER, shall be incorporated in written amendments to this Agreement. ~ - ~ Termination: If, through'tany cause, ENGINEER, its officers, employees, or agents fail 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 docurnent 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 deterrnines that termination of this Agreement is in the best interest of CITY, the CITYishall 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 term unfinished documents, c this Agreement shall, at ENGJNEER shall be eni for any work properly pe Notwithstanding the abo~ the C1TY for damages s~ this Agreement by ENGII to ENGINEER in an amo such fime as the exact ar ENGINEER is determine~ this Agreement and shall for damages. tion of this Agreement, all finished or 3, and reports prepared by ENGINEER under ~ option of the CITY, become its property, and d to receive just and equitable compensation rmed hereunder. ENGINEER shall not be relieved of liability to ~ined by the CITY by virtue of any breach of ER, and the CITY may withhold any payments t reasonable for the purposes of set-off until unt of damages due the CITY from This provision shall sunrive the termination of -t relieve ENGINEER of its liabiliry to the CITY i~ ~ MASTER AGREEMENT FOR ENGINEERING SERVICES - i4 ~~ I~~ ~~ ~j I~ ~ page 6 of 8 i~ I,~ 16. Construction and Seve:rability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or ~ enforceability of any othe~`r part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. ~ 17. Advice of Attorney: Each party warrants and represents that in ~ executing this Agreement, it has received independent legal advice from it's attorneys or the oppo~rtunity to seek such advice. ;~ 18. Entire Agreement: This;~Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether pr~evious to the execution hereof or contemporaneous herewith. ~ ~; 19. Applicable Law: This Ag~reement 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. ,~ 20. Approval Required: This Agreement shall not becorne effective or binding until approved by~the City of Meridian. ~ CITY OF MERIDIAN ~ ENGINEER ~ - ~ BY: ~~ BY• L TAMMY de WEERD, MAYOR Dated: Attest: JAYCEE L. HOLMAN, CITY CLERK BRIAN D. LIMING, VICE P SIDENT Dated: ~'O~rj~O 8 Approved as to Content ;i Department Approval ~i n BY: i BY: 0. ~' o~X KEITH WATTS, PURCHASING AGENT ';~ NAME: ~UXq•Nr~~ {~o~l~~N~ Dated: III TITLE: Slf~ ~~li~cG(Z iJ ~ Approved as to Form ~ Dated: ~ ~~~0$ CITY ATTORNEY i ~I MASTER AGREEMENT FOR ENGINEERI ~ G SERVICES - page 7 of 8 ;~ ii ~ ;, ~~ I i, ~, EXHIBIT A ~~ RATE S~CHEDULE ~, 1. The ra#es provided below shall be in effect from June 2, 2008 and continuing until modification by Change Order. i1 2. Services provided by CONSULTAN~~ personnel in various labor categories will be billed at the following negotiated hourly rates (inclusive of salary, overhead, and fee): i~. Personnel Name !{ Hourlv Rate Phil Johnson $140 Dilip Gargeya ~ $90 Mariko Lust $81 Eric Zimmerman ~ $85 Kai Crick ~ $112 Shannon Conway ;; $132 Mike Dupont !i $120 Diana Barnes $80 Kalli Littlefield ~~ $48 Nancy Chambers ~1 $104 Greg Dye '~ $165 GailOwens ~ ; $80 Deanna Duran $76 Marcie Hunt ~ $90 Teresa Leffler i~ $90 flose Candelario f) i~ $108 All others ~~ 3.1 tirnes raw salary ~ ~~ 3. Materials will be billed at cost plus 1~0%. I 4. Mileage will be billed at a rate of $0.,55 per mile. i~ 5. An associated project cost rate ("APC") for telecommunications, postage, computers, word processors, incide i al photocopying, and related equipment in the amount of $9.35 per hour. ,F ~i 6. A computer aided design ("CAD") ra:te in the amount of $18.43 per computer aided design/drafting hour to cover the ha~dware, software, and related expenses of CAD. I 7. A geographic information systems ("GIS") rate in the amount of $18.43 per computer aided G1S/modeling hour to cover tfie hardware, software, and related expenses of GIS modeling and hydraulic modelin'g. ~l ~ !I MASTER AGREEMENT FOR ENGINEERING SERVICES - page 8 of 8 I~ ;i , ~ ~ , - ~~