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HomeMy WebLinkAboutProfessional Service Agreement with Hydro Logic for Hydrogeological ServicesMASTER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 9th day of January , 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 _Hydro Logic, Inc. , hereinafter referred to as "HYDROGEOLOGIST", whose business address is 1002 West Franklin Street Boise Idaho 83702-5431 INTRODUCTION Whereas, the City has a need for HYDROGEOLOGICAL services to be defined by individual Task Orders which will set forth Specific Services, Time of Performance and Payment.; and WHEREAS, the HYDROGEOLOGIST 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 HYDROGEOLOGIST shall perform and furnish to the City upon execution bf this Agreement an associated 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 HYDROGEOLOGIST in conjunction with the project 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 HYDROGEOLOGIST, sub-HYDROGEOLOGIST's, their agents, representatives or employees to any third party without the express written consent of the CITY unless said documents and/or materials are MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 1 of 8 already released into the public domain or if the documents and/or materials are developed and intended for release to third parties such as regulatory agencies. Use of these documents by the CITY on any other project, without written verification or adaptation by the HYDROGEOLOGIST for the specific purpose intended, will be at the City's sole risk and shall be without liability or legal exposure to the HYDROGEOLOGIST. The City shall use professional citation protocol and give applicable credit to HYDROGEOLOGIST for the origin of the document and shall indicate if the documents have been modified. The CITY shall indemnify and hold harmless the HYDROGEOLOGIST 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 HYDRGEOLOGIST to further compensation at rates to be agreed upon by the CITY and the HYDROGEOLOGIST." 1.3 The HYDROGEOLOGIST 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 HYDROGEOLOGIST represents and warrants that it will perform its 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 HYDROGEOLOGIST and any reports or opinions prepared or issued as part of the work performed by the HYDROGEOLOGIST under this Agreement, HYDROGEOLOGIST makes no other warranties, either expressed or implied, as part of this Agreement. 1.4 Services and work provided by the HYDROGEOLOGIST 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 Work may be revised from time to time upon mutual written consent of the parties. 2. Consideration 2.1 The HYDROGEOLOGIST shall be compensated as defined by corresponding Task Orders. 2.2 The HYDROGEOLOGIST shall provide the City with a monthly statement, as services warrant, of fees 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 MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 2 of 8 from any payment made by City to HYDROGEOLOGIST under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of HYDROGEOLOGIST. 2.3 Except as expressly provided in this Agreement and corresponding Task Orders, HYDROGEOLOGIST shall not be entitled to 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, HYDROGEOLOGIST 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. Time of Performance: This agreement shall become effective upon execution by both parties, and shall automatically renew annually unless sooner terminated in writing. This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, or (b) sale of HYDROGEOLOGIST's business. 4. Independent Contractor: 4.1 In all matters pertaining to this agreement, HYDROGEOLOGIST shall be acting as an independent contractor, and neither HYDROGEOLOGIST nor any officer, employee, or agent of HYDROGEOLOGIST will be deemed an employee of CITY. Except as expressly provided for in Exhibit A, HYDROGEOLOGIST 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. 4.2 HYDROGEOLOGIST shall determine the method, details, and means of performing the work and services to be provided by HYDROGEOLOGIST under this Agreement. HYDROGEOLOGIST 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 HYDROGEOLOGIST in fulfillment of this Agreement. MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 3 of 8 5. Indemnification and Insurance: HYDROGEOLOGIST 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 negligent acts and/or errors or omissions by the HYDROGEOLOGIST, 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. HYDROGEOLOGIST shall 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 Liability / Professional errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance , in the statutory limits as required by law. The CITY shall be named an additional insured on both General Liability and Automotive policies. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, HYDROGEOLOGIST covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by the HYDROGEOLOGIST or HYDROGEOLOGIST's officers, employees, 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. HYDROGEOLOGIST shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing HYDROGEOLOGIST'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 HYDROGEOLOGIST begins performance of it's obligations under this Agreement. In the event the insurance minimums are changed, HYDROGEOLOGIST 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 City Accounting, 33 East Idaho Avenue, Meridian, Idaho 83642. MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 4 of 8 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 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 Hydro Logic, Inc. 1002 West Franklin Street Boise. Idaho 83702-5431 Attn: Ed Squires 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. 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 separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 9. Assignment: It is expressly agreed and understood by the parties hereto, that HYDROGEOLOGIST 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. 10. Discrimination Prohibited: In performing the Services required herein, HYDROGEOLOGIST 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. 11. Reports and Information: 12.1 At such times and in such forms as the CITY may require, and subject to reasonable advance notification, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. The MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 5 of 8 HYDROGEOLOGIST shall be entitled to compensation for reasonable reproduction costs associated with such requests by the CITY. 12.2 HYDROGEOLOGIST 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 or 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. 12. Audits and Inspections: At any time during normal business hours, and with reasonable advance notification, the CITY may request that there shall be made available to the CITY for examination all of HYDROGEOLOGIST'S records with respect to all matters covered by this Agreement and that request shall be granted subject to reasonable compensation for reproduction costs to be mutually agreed upon at the time of the CITY's request. HYDROGEOLOGIST shall permit the CITY to audit, examine, and make excerpts or transcripts from such records. CITY may request to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement and HYDROGEOLOGIST will grant requests. 13. 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 any 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 with the understanding that the work shall be professionally cited with respect to origin and the applicable credit given to HYDROGEOLOGIST. Documents that are modified from the original forms shall be noted as being changed. 14. Compliance with Laws: In performing the scope of services required hereunder, HYDROGEOLOGIST shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 15. 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 HYDROGEOLOGIST'S compensation, which are mutually agreed upon by and between the CITY and HYDROGEOLOGIST, shall be incorporated in written amendments to this Agreement. MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 6 of 8 16. Termination: If, through any cause, HYDROGEOLOGIST, 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 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 HYDROGEOLOGIST of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. HYDROGEOLOGIST may terminate this agreement at any time by giving at least fifteen (15) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by HYDROGEOLOGIST under this Agreement shall, at the option of the CITY, become its property, and HYDROGEOLOGIST shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, HYDROGEOLOGIST shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by HYDROGEOLOGIST, and the CITY may withhold any payments to HYDROGEOLOGIST for the purposes of set-off until such time as the exact amount of damages due the CITY from HYDROGEOLOGIST is determined. This provision shall survive the termination of this agreement and Shall not relieve HYDROGEOLOGIST of its liability to the CITY for damages. 17. Gonstruction and Severability: 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 Agreement is reasonably capable of completion. 18. 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. 19. Entire Agreement: This Agreement contains the entire agreement of the parties with respect to the matters discussed herein and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith with respect to the matters discussed herein. MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 7 of 8 20. 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. 21. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN BY: TAMMY ERD, MAYOR Dated: I - 3 b - b'7 HYDROGEOLOGIST BY: EDWARD QUIRES Dated: ~ " Q ~ 2 00 Approved by Council: I Z ' ~ Z " f~~o ~~~ituiittttti Attest: v ~ '~' TF /~ O n, WILLIAM G. BERG, J ., ITY CAE; ~,~T's~ ~~`~ ~ 4~`,' ~~~ttltlftl tlliliiia Approved as to Conten BY: KEIT ATT , PU CHASING AGENT Dated: ~ ' 2 ~- ~ 7 B pproval BY: ~ a~~.-..~ EDWARD SQ~RES, PRESIDENT Dated: ~®~ ~ ~©®'!] Approved as to Form CITY ATTORNEY ~~~~~ 3 rad. W ~ a "- ~U 6 ~ i c ~o ~f ~s D`1 r e ~-'~ r- /-v/-~7 MASTER AGREEMENT FOR HYDROGEOLOGIST SERVICES - page 8 of 8