HomeMy WebLinkAboutProfessional Service Agreement with MWH Americas, Inc. for Engineering ServicesAAASTER AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERdICES is made this 2nd day of
June 2008, and entered into by and between the City of Meridian, a municipal
corporafion organized under the laws of the State of Idaho, hereinafter referred to as
°CITY°, 33 East Idaho Avenue, Meridian~ Idaho 83642, and MWH Americas, Inc.,
hereinafter referred to as "EfdGINEER", whose business address is 671 E. Riverpark
Lane, Suite 200, Boise, Idaho 8370fi.
INTRODUCTION
Whereas, the CITY has a need for engineerfng seroices to be defined by
individual Task Orders which will set forth Specific Services, Time of Pertormance and
Payment; and
WHEREAS, the ENGINEER is specially trained, experienced and
competent to pertorm and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and cond~ions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1. Scope ot Services:
1.1 ENGINEER shall perform and iumish to the CITY upon execution of
thls Agreement an associated Task Order and receipt of the CITY's
written nofice to proceed~ all senrices, 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 materiais acquired or produced by the ENGINEER
in conjunction with the project other than instruments of service of
ENGINEER which were developed separate from this Agreement, shali
become the property of, and be delivered to, the CITY without any
restrictions or limitations w~th 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~ representa~ves or
employees to any third party without the express wrritten consent of the
CITY. Use of these documents by the CITY on any other project, without
written verffication or adaptation by the ENGINEER for the specific
MASTER AGREEMENT FOR ENGtNEERING SERVICES - page 1 of 8
purpose intended, will be at the CITY's sole risk and shall be without
liability or legal exposure to the ENGINEER. The CITY shall indemnif~r
and hold harmless the ENGINEER from all ctaims, damages, losses and
expenses including attome~s fees arising out of or resumng from the use
of such documents. Any verffic~tion 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 requiremerrts and standards established by
applicable federal, state and city laws, ordinances, regulations and
resolutions. The ENGINEER represents and warrants that it will pertorm
iYs 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 Ume of performance of this
Agreement. Except for that representation and any representa~ons made
or contained in any proposal submitted by the ENGINEER and any
reports or opinions prepared or issued as part of the work pertormed by
tt~e ENGINEER under this Agreement, ENGINEER makes no other
warranties, either express or implied, as part of this Agreement.
1.4 Services and work provided by the ENGINEER at the CITY's
request under this Agreement wiil be performed in a fimely manner in
accordance wlth a Schedute of Work, which the parties hereto shall agree
to. The Schedule of Work may be revised from ~me to time upon mt~tual
written consent of the parties.
2. Consider~tion
2.1 The ENGINEER shall be compensated as deflned by
corresponding Tasic Orders per the attached °Rate Schedule° identified as
E~chibit A to this Agreement.
2.2 The ENGINEER shall provlde the CITY with a monthly statement,
as services warrant, of fees eamed and casts incurred for serrrices
provided during the billing period, wrhich the CITY will pay writhin 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
condfions 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 enfitled to receive from the CITY
any add~ional considerafion~ 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
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 2 of 8
mockups. Spec'rfically, ENGINEER shall not be entitied by virtue of this
Agreement to consideration in the form of overtime, health insurance
benefrts~ retirement benefits, paid holidays or other paid leaves of
absence of any iype or kind whatsoever.
3. Time of Pertormance:
This Agreement shall become effective upon execution by both parties,
and shall con~nue until terminated by either parly in wrriting. This
Agreement shall terminate automa~cally on the occurrence of (a)
bankruptcy or insoivency of either parly, 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 ENGIMEER nor any
officer, employee or agent of ENGINEER will be deemed an employee of
ClTY. Except as expressly provided in Exhibit A, ENGINEER has no
authority or responsibility to exerclse any rights or power vested in the
CITY. The sefection 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 #he method~ details and means of
performing the work and senrices to be provided by ENGIIVEER under this
Agreement. ENGINEER shail be responsible to CITY only for the
requirements and results speclfled in this Agreement and, except as
expressly provided in this Agreement, shall not be subjected to CITY's
control wtth respect to the physical action or activities of ENGINEER in
fulfiliment of this Agreement.
5. Indemniflc~tion and Insurence:
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 ~sts and attome~s fees, to the extent arising out of~ resul~ing
from, or in connection with the negligent acts and/or errors or omissions
by the ENGINEER, its senrants, agents, officers~ employees, guests~ and
business invftees,. ENGINEER shaH 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 Llability /
Professional Errors and Omissions One Mfllion Dollars ($1,000,000)
aggregate, Automobile Liability Insurance One Million Dollars
($1,000~000) per incident or occurrence and M/orkers' Compensa~on
Insurance, in the statutory limits as required by law. The C1TY shall be
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 3 of 8
named an add.monal insured on both General Liability and Automotive
policies. The limits of insurance shal! not be deemed a limitation of the
covenants #o 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, acfions, or
judgments for damages or injury to persons or property and other crosts,
including litigation costs and attort~eys' fees, arising out of, resulting from,
or in connection writh the negligent performance of this Agreement by the
ENGINEER or ENGINEER's officers~ employs, agents, representathres or
subcontractors and resulting in or attributable to personal injury, death, or
damage or destruction to tangible or intangible property, including use of.
ENGINEER shali provide CITY writh a Certificate of Insurance~ or other
proof of insurance evidencing ENGINEER's compliance with the
requirements of this paragraph and ~le such proof of insurance with the
CITY at least ten (10) days prior to the date ENGINEER begins
pertormance of it's obligations under this Agreement In the event the
insurance minimums are changed, ENGINEER shall immediately submit
proof of compliance with the changeai 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 vvriting and
be deemed communicated when mailed in the Unlted States mail,
certified, retum receipt requested, addressed as follows:
Clty of Meridian
Purchasing Agent
33 E. Idaho Avenue
Meridian, Idaho 83642
Atln:
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 #he partles
hereto conceming this Agreement, the prevailing par[y shall be entitled, in
addition to any other relief as may be granted, to court costs and
reasonable attomeys' fees as determined by a Court of competent
jurisdiction. This provision shall be deemed to be a separate contract
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 4 of 8
between the parties and shall survive any default, termination or forfeiture
of thls Agreement.
8. Assignment: It is expressly agreed and understood by the parties
hereto, i~hat EIVGINEER shall not have the ~ght 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 Senrices required herein,
ENGINEER shall not unlaw~fully discriminate in violat~on of any federal,
state or local law, rute or regulation against any person on the basis of
race, color, religion, sex, national origfn or ancestry, age or disability.
10. Reports and Informetion:
10.1 At such times and in such forms as the CITY may require, there
shall be fumished to the CIN such statements, records, reports, data and
information as the CITY may request pertaining to matters covered by this
Agreement. ~
10.2 ENGINEER shall maintain all wrritings, documents and rec~rds
prepared or compiled in connection with the performance of this
Agreement for a minimum of four (4) years from the termination or
completion of thls Agreement. This includes any handwritting, typewritting.
printing, photo stafic, photographic and every other means of recording
upon any tangible thing, any form of communica~on or representa~on
including letters, wrords, pictures, sounds or symbols or any combination
thereof.
11. 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 C1TY for examina~on 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 audPts of ali contracts, invoices, materials, payrolls, records of
personnel, condifions of employment and other data rela~ng to all matters
covered by this Agreement,
12. Publication, Reproduction end Use of AAateriel: No material produced
in whole or In part under this Agreement shall be subject to copyright in
the Urrited States or in any other country. The CITY shall have
unrestricted authority to publish, disclose and othervvise use, in whole or in
part~ any reports, data or other materials prepared under this Agreement
CITY shall fumish to ENGINEER the applicable information and technical
data in CITY's possession or control reasonably required for the proper
performance of the Senrices. ENGINEER shall be entiUed to reasonably
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 5 of 8
rely upon the information and data provided by CITY or obtained from
generally accepted sources (with CITY approval) wwithhin the industry
without independent verification except and to the extent ENGINEER
knows or in the exercise of rea~nable care should know the document or
informa~on fs inaccurate or incomplete. ~
13. Compliance with Laws: In performing the scc:ope of services required
hereunder, ENGINEER shall comply with all applicable 1aws, ordinances,
and codes of federal, state, and local govemments.
14. Change~: The CITY may~ from time to time, request changes in the
Scope of Services to be performed hereunder. Such changes, inctuding
any increase or decrease in the amount of ENGINEER's compensation~
which are mutually agreed upon by and beiween the CITY and
ENGINEER, shall be incorporated in written amer~dments to this
Agreement.
15. Termination: If, through any cause, ENGINEER~ its officers, employees~
or agents fail to fulfill in a~mely 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 1f the City
Counci! determines that termina~on 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 givtng at least sixiy (60) days notice to CITY.
In the event of any termina~lon of this Agreement, al1 finished or
un~nished documents, data, and reports prepared by ENGINEER under
this Agreement shall, a# the op~on of the CITY, become its property, and
ENGINEER shail be entitled to receive just and equitabte compensation
for any work properly performed hereunder.
Noiwithstanding the above, ENGINEER shall not be relleved 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 ENGIIVEER in an amount reasonable for the purposes of set-off un~l
such ~me as the exa~t amount of damages due the CITY from
ENGINEER is determined. This provision shall suivive the termination of
this Agreement and shall not relieve ENGINEER of its liability to the CITY
for damages.
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 6 of 8
16. Construction and Sever~bility: If any part of this Agreement is hetd 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 complefion.
17. Advice of Attorney: Each party warrants and represents that in
executing this Agreement, it has received independent legal advice from
iYs attomeys or the opportunity to seek such advice.
18. Entire Agreement: This Agreement contains the enfire agreement of the
parties and supersedes any and all other agreements or understandfngs,
oral of arritten, whether previous to the execution hereof or
contemporaneous herearith.
19. Appllcable Law: This Agreement shall be govemed by and constrved
and enforced in acxordance with the laws of the State of Idaho, and the
ordlnances of the Clty of Meridian.
20. Approval Required: This Agreement shall not become effective or
binding untii approved by the City of Meridian.
CITY OF ME ENGINEER
~ ~+te~~,tti.~ .....
BY: BY: Z+
TAMMY de ERD, MAYOR BR{AN D. LIMlNG~ VICE P IDEIVT
Dated: _ ~7 - 0~5 • f~~ pated: ~D~S~O ~
`,```~~uuin~, ,,,,~~'.
Attest: ,.~`~~C'+~c'~_~ ~1.~~',,,.
JAYCE`~ L. HOLMAN, CITY CI~R ~ ~'
. ~
'~.,'9~ tsi • 1Q
Approved as to Content '~~~~''~~,~
~qhn~~ m~
BY:
KEIT TTS, PU ASING AGENT
Dated: ' - ~
Approved as to Form
CITY ATTORNEY
P:
~ _.~`~
Approval
BY:
NAME: U~t1' DoISb
TITLE: ,~ ~ .qn ~i~a,`,~~
Dated: _ ~~Z~~AY
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 7 of 8
EXHIBIT A
RATE SCHEDULE
1. The rates provided below shall be in effect from June 2, 2008 and confinuing un~l
modification by Change Order.
2. Services provlded by CONSULTANT personnel in various labor categories will be
billed at the following negotlated houriy rates (inclusive of salary, overhead, and
fee):
Personnel Name
Phil Johnson
Dilip Gargeya
Mariko Lust
Eric Zlmmerman
Kai Crick
Shannon Conway
Mike Dupont
Diana Bames
Kalli Littlefield
Nancy Chambers
Greg Dye
Gail Owens
Deanna Duran
Marcie Hunt
Teresa Leffler
Rose Candelario
Ail others
3. Materials will be billed at cost plus 10%.
Hourlv Rate
$140
$90
$81
$85
$112
$132
$120
$80
$48
$104
$165
$80
$76
$90
$90
$108
3.1 times rawr salary
4. Mfleage will be billed at a rate of $0.55 per mile.
5. An associated project cost rate (uAPC'~ for telecommunications, postage~
computers, word processors, incidental photocopying, and related equipment in the
amount of $9.35 per hour.
6. A computer aided design (°CAD") rate in the amount of $18.43 per computer aided
design/drafting hour to cover the hardware, software~ and related expenses of CAD.
7. A geographic information systems (°GIS") rate in the amount of $18.43 per computer
aided GIS/modeling hour to cover the hardware~ software~ and related expenses of
GIS modeling and hydraulic modeling.
MASTER AGREEMENT FOR ENGINEERINQ SERVICES - page 6 of 8