Master Agreement for Professional Services with JUB Engineers for Engineering ServicesMASTER AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this ~ day of
~ a~NUaq.~{ , 2006, 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 J-U-B Engineers, Inc.,
hereinafter referred to as "ENGINEER", whose business address is 250 South
Beechwood Avenue Suite 201, Boise, ID 83709.
INTRODUCTION
Whereas, the City has a need for engineering services to be defined by
individual Task Orders which will set forth 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 contained, the parties agree as follows:
TERMS AND CONDITIONS
Scope of Services:
1.1 ENGINEER shall perform and furnish to the City upon execution of
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 ENGINEER
in conjunction with the project shall become the joint property of, and if
requested, be copied to, the CITY for their further use thereof with
reasonable reimbursement to ENGINEER for reproduction time and
expense. All documents or materials prepared for the CITY shall not be
distributed by the ENGINEER, sub-engineer's, their agents,
representatives or employees to any third party without the express
written consent of the CITY. Use of these documents by the CITY on any
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 1 of 8
other project, without written verification or adaptation by the ENGINEER
for the specific 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 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 requirements and standards established by
applicable federal, state and city laws, ordinances, regulations and
resolutions necessary for the completion and approval of the work. The
ENGINEER -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 under similar circumstances and
that are in effect at the time of performance of this Agreement.
ENGINEER makes no other warranties, either express or implied, as part
of this Agreement.
1.4 Services and work provide by the ENGINEER 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.
1.5 CITY shall provide those items as maybe delineated in individual
task orders or items not within the ENGINEER's Scope of Services. CITY
will provide the name of their representative on each individual task order
who will act as the CITY's representative for determining the adequacy of
the work.
2. Consideration
2.1 The ENGINEER shall be compensated as defined by
corresponding Task Orders.
2.2 The ENGINEER 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. 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 conditions of this Agreement. Payment
of all taxes and other assessments on such sums is the sole responsibility
of ENGINEER.
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 2 of 8
2.3 Except as expressly provided in this Agreement and corresponding
Task Orders, ENGINEER shall not be entitled to receive from the City any
additional consideration from City, 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, 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 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 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 ENGINEER nor any
officer, employee or agent of ENGINEER will be deemed an employee of
CITY. Except as expressly 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 agreement 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. ENGINEER 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.
5. Indemnification, Insurance, and Limit of Liability:
5.1 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 costs and reasonable attorney's fees, arising out of,
resulting from, or in connection with the negligent acts and/or errors or
omissions by the ENGINEER, its servants, agents, officers,
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 3 of 8
employees, guests, and business invitees, and not caused by or
arising out of the tortious conduct of CITY or its employees.
5.2 CITY shall indemnify and save and hold harmless ENGINEER 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 to the proportionate
extent, arising out of, resulting from, or in connection with the
negligent acts and/or errors or omissions 6y the CITY, its servants,
agents, officers, employees, guests, and business invitees, and not
caused by or arising out of the tortious conduct of CITY or its
employees.
5.3 ENGINEER shall maintain, and specifically agrees that it will maintain,
throughout the term of this Agreement, liability insurance, in which the
CITY shall be named an additional insured 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) per claim and in the
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. ENGINEER shall
provide CITY with a Certificate of Insurance, or other proof of
insurance evidencing 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 performance of
it's obligations under this Agreement. 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, ENGINEER 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 ENGINEER or Engineer'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 ofln 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 City Accounting, 33 East Idaho Avenue,
Meridian, Idaho 83642.
MASTER AGREEMENT FOR ENGINEERING 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
Attn:
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: The parties agree to use their best efforts to amicably
resolve any disputes including undertaking mediation in accordance with
the rules of the American Arbitration Association prior to litigation. The
request for arbitration may be made concurrently with the filing of a legal
action but, in such event, arbitration shall proceed in advance of legal
action or equitable proceedings, which shall be stayed pending arbitration
for a period of sixty (60) days from the date of filing, unless stayed for a
longer period by agreement of the parties or court order. 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.
8. Assignment: It is expressly agreed and understood by the parties
hereto, that ENGINEER 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.
9. Discrimination Prohibited: In performing the Services required herein,
ENGINEER 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.
10. Reports and Information:
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 5 of 8
10.1 At such times and in such forms as the CITY may require, there
shall be furnished to the CITY such statements, records, reports, data and
information as the CITY may request pertaining to deliverables identified
in individual Task Orders.
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 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.
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 CITY for examination ENGINEER'S accounting 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 audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions of employment and other data required to
verify the direct costs covered by this Agreement. CITY may only audit
accounting records applicable to acost-reimbursable type compensation.
12. 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 ENGINEER'S compensation,
which are mutually agreed upon by and between the CITY and
ENGINEER, shall be incorporated in written amendments to this
Agreement.
13. Termination: If ENGINEER, 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 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 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 (30) days notice to CITY.
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 6 of 8
In the event of any termination of this Agreement, all finished or
unfinished documents, data, and reports prepared by ENGINEER under
this Agreement shall, at the option of the CITY, become its property, and
ENGINEER shall be entitled to receive just and equitable compensation
for any work completed through the date of notice of termination.
Notwithstanding the above, ENGINEER shall not be relieved of liability to
the CITY for costs sustained by the CITY by virtue of any breach of this
Agreement by ENGINEER, and the CITY may withhold disputed
payments to ENGINEER -until such time as the exact amount of
damages due the CITY from ENGINEER is determined. This provision
shall survive the termination of this agreement and shall not relieve
ENGINEER of its liability to the CITY for damages.
14. Construction 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.
15. Force Majeure: ENGINEER is not responsible for damages or delay in
performance caused by acts of God, strikes, lockouts, accidents, or other
events beyond the control of the ENGINEER. In any such event,
ENGINEER's fee and schedule shall be equitably adjusted.
16. Advice of Attorney: Each party -represents that in executing this
Agreement, it has received independent legal advice from it's attorney's or
the opportunity to seek such advice.
17. 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.
18. Applicable Law: This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Idaho
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 7 of 8
19. Approval Required: This Agreement shall not become effective or
binding until approved by the City of Meridian.
~'lYUYUC.
/EERD, MAYOR ~~,,,,,,,,~Y~~ Phillip H.-Krlchbaum, r.t
~,
~' ~°~ rr
v
Approved as to Content
x~.~-
9 ~.~'
~ras~.~`
~~! ~~"~~~ partment Approval
BY: ~.
KEIT ATT , PUR RASING AGENT
Dated: 1 - ~ 9 "
Approved as to Form
CITY ATTORNEY
BY:
NAME:
~ t cal (J~Ja`~so ~
TITLE: Py ~ ~ i ~- W~ ~ IBS ~ i re~~ Y`
Dated: /- 3~-0~
MASTER AGREEMENT FOR ENGINEERING SERVICES - page 8 of 8
CITY OF MERIDIAN ENGINEER