HomeMy WebLinkAboutProfessional Service Agreement with Ownby & Co., Inc. for Realtor ServicesAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this day of
May, 2009, 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 Broadway Avenue, Meridian, Idaho 83642, and Ownby and Co, Inca
hereinafter referred to as "CONSULTANT", whose business address is 1824 S.
Sportsman Way, Meridian, Idaho 83642.
INTRODUCTION
Whereas, the City has a need for services involving REALTOR
SERVICES; 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
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
Attachment A "Scope of Services" attached hereto and incorporated
herein by this reference, together with any amendments that may be
agreed to in writing by the parties. The term of this agreement shall be for
ninety (90) days from the date of execution, unless earlier terminated or
extended.
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
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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
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 as
provided in Attachment B "Pricing Schedule" attached hereto and by this
reference made a part hereof.
2.2 The City will pay at closing or 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,
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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
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 Manager
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33 E. Idaho Avenue
Meridian, Idaho 83642
E. Dale Ownby
Ownby and Co.. Inc.
1824 S. Sportman Way
Merdian, 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.
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 incorporated 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
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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.
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
OWNBY AND CO, INC.
BY: ,
TA e WEERD~~,~~A~y "'`~~®,,~~~s' E. DAL OWNBY
.~ -.
~o
Atte t: = `
CE L. HOLMAN, ~I ~ ERK ~
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REALTOR SERVICES - PW LAND ACQUISITION
APPROVED AS TO C NTENT
BY:
KEITH WATTS, PURCHASING AGENT
Dated: ,~j~ ~ V ~- ('~
DEPARTMENT APPROVAL
BY•
NAME:
TITLE: _ ~ W 7 ~ r c c-~~
Dated: ~~ ~g -- o ~
APPROVED AS TO FORM
CITY ATTORNEY
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Attachment A
SCOPE OF SERVICES
Realtor services to acquire land for the expansion of the wastewater treatment plant
and for a water reservoir. Parcels for the wastewater treatment plant that the City
wishes to obtain are shown in Exhibit A. Parcels for the water reservoir are shown in
Exhibit B. The scope of services is specifically limited to the parcels identified in the
Exhibits.
CONSULTANT shall utilize the following protocol in contacting the identified property
owners:
1. CONSULTANT shall make initial contact to determine whether there is any
interest on behalf of an identified property owner to engage in negotiations
regarding the sale of the identified property.
2. For all contacts with identified property owners, CONSULTANT shall make
best efforts to NOT identity of the City as the potential purchaser. This
requirement shall remain in force until waived in writing by City.
3. CONSULTANT'S work and all documents produced under this agreement
shall remain confidential and shall not be disclosed to third parties without the
express written consent of City.
4. CONSULTANT is not authorized to offer any particular dollar amount for any
identified parcel unless specifically authorized by the City Council.
5. If CONSULTANT is able to identify a property owner willing to engage in
negotiations, CONSULTANT shall immediately notify ROXANNE HOLLAND
and CONSULTANT shall work with City's Legal Department to draft a Letter
of Interest approved by City setting forth the parameters for continued
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negotiation, including an appraisal process or other method to arrive at a
mutually agreeable price for the particular property.
6. A Purchase and Sale Agreement shall be executed only after Buyer and
Seller have agreed upon price and other transaction details. The Purchase
and Sale Agreement shall be on a form provided by City, or if a standard form
from the Idaho Real Estate Commission is used, City shall draft certain
modifications to the standard agreement before presenting it to a prospective
Seller.
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