HomeMy WebLinkAboutProfessional Service Agreement with MD Willis, Inc. for Stenographer Services~,~/ (Y~
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AGREEMENT
FOR
PROFESSIONAL SERVICES
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THIS AGREEMENT, made this ___~_-day of 2008, by and
between the City of Meridian, a municipal cormsration o under the laws of the State of
Idaho, hereinafter referred to as "CITY", whose address is 33 East Idaho Avenue, Meridian,
Idaho 83642, and M. D. Willis, Inc., hereinafter referred to as "Contractor", whose address is
1695 E. Comisky, Meridian, Idaho, 83642
PREMISES:
A. Whereas, as part of its records, CITY desires to produce minutes and verbatim
transcripts of hearings; and,
B. Whereas, CONTRACTOR is in the business of providing stenographic services
to public bodies, and others who need verbatim transcripts; and
C. Whereas, CITY and CONTRACTOR desire to enter into an agreement whereby,
CONTRACTOR would furnish stenographic services to the CITY.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services: CONTRACTOR shall perform all the n services
provided under this agreement in connection with taking minutes and testrmoiry at
hearings in proceedings before the Meridian City Council and the Meridian City
Planning and Zoning Commission. CONTRACTOR agrees to attend four (4) regular
City Council meetings each month, and two (2) regular scheduled Planning and
Zoning Commission meetings each month, and at those meetings, to ir°anscribe the
proceedings as to produce minutes and verbatim transcripts. CONTRACTOR will
furnish to the City Attorney and the Planning Deparmnent, within two working days
following a given meeting, a rough draft of the transcript. A final transcript shall be
furnished to the City Clerk's office with a copy ther~f; within five working days
following the meeting.
In the event CITY requires additional stenographic services beyond the six montlily
m~tings set forth above, CONTRACTOR agrees to provide such additional services
provided that CONTRACTOR receives not less than two days notice prior to such
meeting or meetings.
Z. Co~ctor Noo Attendance -Emergency; In the eves that an emergency or some
other event not within CONTRACTOR'S arntrol prevents CONTRACTOR from
attending one of the m~tings herein, CONTRACTOR'S attendance at that meeting
shall be excu~d and CONTRACTOR sha11 prepare the minutesJhearing record from
audio tapes furnished by the City Clerk. In that event, CONTRACTOR sha11 not be
paid the meeting attendance fee but will be compensated for the actual transcription
Agreement for Stenographic Services FY09 -page 1 of 1
CONTRACTOR sha11 notify the City Clerk as soon as possible regazding the
emergency and reason for non-attendance.
3. Time of Performance: The services of CONTRACTOR are to commence on the 1~`
day of October, 2008 and continue through the 30"' day of September, 2009, unless
terminated or renewed.
4. Compensation: CITY shall pay to CONTRACTOR the sum of TWENTY
DOLLARS ($20.00) per hour (rounded to the nearest one-half hour) per meeting
attendance by CONTRACTOR and further shall send an e-mail attached document
transcription attachment and produce an original transcript, one copy thereof, and one
Microsoft Word formatter electronic copy upon request ax SIX DOLLARS ($6.00)
per page based upon single spaced with margins of not more than one inch each on all
sides on an 81/2" x 11" page with the font to be Anal 12 pitch.
5. Method of Payment: CONTRACTOR will invoice the City of Meridian Accounting
Department at 33 East Idaho Avenue, Meridian, Idaho 83642 directly for all current
amounts earner under this Agreement at the end of each month. The CITY will pay
all imroices no later than the 15`~ day of the month following delivery of the Invoice to
CITY.
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
communicates when mailed in the United States mail, certified, return receipt
requested, addresses as follows:
City of Meridian
33 E. Idaho Avenue
Meridian, Idaho 83642
M. D. Willis, Inc.
1695 E. Comisky
Meridian, Idaho, 83642
Either party may change their address for the purpose of this paaagraph by giving
written notice of such change to the other in the manner herein provided.
8. 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 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 sepaaate contract between the parties and shall survive any default, termination or
forfeiture of this Agreement.
Agrcement for Stenographic Services FY09 -page 2 of 2
9. Time is of the Essence: The parties hereto acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition and provision
hereof, and that the failure to timely perform any of the obligations hereunder shall
constitute a breach of, and a default under, this Agreement by the party so failing to
10. Subcontracting: None of the services covered by this agrcement shall be
subcontracted without the prior written consent of the CITY. CONTRAACTOR shall
be fully responsible to CITY for the acts and omissions of subcontractors, and of
persons either directly or indirectly employed by them, as CONTRACTOR is for the
acts and omissions of person directly employed by CONTRACTOR
11. Assignment: It is expressly agreed and understood by the parties hereto, that
CONTRACTOR 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.
12. Discrimination Prohibited: In performing the Services required herein,
CONTRACTOR shall not discriminate against any person on the basis of race, color,
religion, sex, national origin or ancestry, age or disability.
13. Duplication, Reproduction and Use of Material: No material praiuced in whole or
in part under this Agreement shall ~ subject to copyright in the United States or in
a~- 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 Agrcement,
14. Termination for Cause: If, through any cause, CONTRACTOR, its officers,
employees, or agents fails to fulfill in a timely and proper manner its obligations
under this Agr~eemerrt, violates any of the covenants, agreements, or stipulations of
this Agreement, CITY shall thereupon have the right to terminate this Agreement by
giving written notice to CONTRACTOR of such termination and specifying the
effective date thereof at least fiileen (15) days before the effective date of such
termination. In such event, all finished or unfinished documents, data, maps, studies,
~'~ ~, models, P~~~P~ and ~~ ProP~ by CONTRACTOR
under this Agreement shall, at the option of CITY, become its property, and
CONTRACTOR shall be entity to rceeive just and equitable compensation for any
work satisfactorily completed hereunder.
Notwithstanding the above, CONTRACTOR shall not be relieved of liability to CITY
for damages sustainer by CITY by virtue of any breach of this Agreement by
CONTRACTOR, and CITY may withhold any payments to CONTRACTOR for the
purposes of offset until such time as the exact amount of damages due CITY from
CONTRACTOR are determined. This provision shall survive the termination of this
Agreeme~ and shall not relieve CONTRACTOR of its liability to CITY for damages.
Agrcement for Stenographic Services FY09 -page 3 of 3
CITY understands and acknowledges that CONTRACTOR has the right to terminate
due to cause instigated by CITY. In that situation, CONTRACTOR would have the
same rights as CITY identified herein.
16. Independent Contractor States: Both the CITY and CONTRACTOR agree that the
relationship created by this agreement is that of independent contractor and nat that of
employee and employer. CONTRACTOR is responsible for the payment of any
taxes, including, but not limited to, all federal, state and local personal and business
income taxes, sales and use taxes, other business taxes and license fees, arising out of
the activities of the CONTRACTOR. CONTRACTOR is responsible to keep in force
all necessary public liability insurance and vehicle insurance with carriers which are
satisfactory to CITY, and shall hold the CITY harmless from all claims, demands or
suits arising out of the performance of services under this agreement.
17. Insurance: CONTRACTOR will supply CITY with proof of ins~aance general
liability and vehicular liability insurance limits of not less than FIVE HUNDRID
THOUSAND DOLLARS ($500,000). This provision maybe waived for an individual
contractor. Waived Initial
18. Constraction and Severabr7ity: 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 Agreeme~ is reasonably
capable of completion.
19.Option to Renew: CITY shall have the option to renew this agreement for
successive one year periods provided that CITY notifies CONTRACTOR no later
than thirty (30) days before the end of this agrcement and any extension or renewal
thereof, of CTTY'S exercise of such option.
20. Entire Agreement: This Agreement contains the entire agreeme~ of the parties and
supersedes any and all other agreements or understandings, oral or written, whether
previous to the execution hereof or contem~raneaus herewith.
21. Applicable Law: This Agrcement shall ~ governed by and constived and enforced
in accordance with the laws of the State of Idaho, and the ordinances of the City of
Meridian.
22. Approval Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
Agreement for Stenographic Services FY09 -page 4 of 4
IN WITNESS WHEREOF, the parties have herein executed this Agreement and made it
effective as hereinabove provided.
DATED AND SIGNED this ~ day of September, 2008.
CITY OF MERIDIAN
BY:
Tammy de
Attest: `~~~,~,:,r; r, ~:,~,,,,,,
•
Jay .Holman, City Clerk= S~Aj,,
9~ ,~M O
M. D. WILLIS, INC.
BY:
M. Dean Willis, President
Attest:
1
~ r
Eileen wiuis, secretary
Agreement for Stenographic Services FY09 -page 5 of 5