HomeMy WebLinkAboutProfessional Service Agreement with Alta Planning + Development for Pathway Planning ServicesAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 24th
day of November , 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 Alta
Planning + Design, hereinafter referred to as °CONSULTANT", whose business address
is 1638 NE Davis Street. Portland. OR. 97232.
INTRODUCTION
Whereas, the City has a need for services involving Pathway Planning
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 and receipt of the City's written notice to proceed, all
services, and comply in all respects, as specified in the document titled
°Scope of Services" a copy of which is attached hereto as Attachment "A"
and incorporated herein by this reference, together with any amendments
that may be agreed to in writing by the parties.
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 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
RWT Action Plan II - page 1 of 11
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.
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 pertorm
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.
1.4 Services and work provide by the consultant 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 Consultant shall be compensated on a Lump Sum basis
as provided in Attachment B "Payment Schedulep attached hereto
and by reference made a part hereof for the Not-To-Exceed amount
of $3,460.00.
2.2 The Consultant shall provide the City with a monthly statement, as
services warrant, of fees earned and costs incurred for services provided
during the billing period in accordance of the above mentioned Payment
Schedule, which the City will pay within 30 days of receipt of a correct
invoice and approval by the City's Project Manager. 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 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
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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 expire upon completion of the services listed in Attachment A,
December 24, 2009 or unless sooner terminated as provided below or
unless some other method or time of termination is listed in Attachment A.
This Agreement shall terminate automatically on the occurrence of (a)
bankruptcy or insolvency of either party, or (b) sale of Consultants
business.
4. Independent Contractor:
4.1 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 Attachment 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.
4.2 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.
5. Indemnification and Insurance:
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. CONSULTANT shall maintain, and specifically
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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)
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 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, CONSULTANT 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 pertormance of this
Agreement by the Consultant or Consultant'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 of. CONSULTANT shall provide CITY with a
Certificate of Insurance, or other proof of insurance evidencing
CONSULTANT'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 Consultant begins pertormance of it's obligations under this
Agreement. In the event the insurance minimums are changed,
CONSULTANT 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
Broadway 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 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. Broadway Avenue
Meridian, Idaho 83642
Alta Planning + Design
Attn: George Hudson. Project Mana4er
1638 NE Davis Street
Portland. OR 97232
Ph. (503) 230-9862
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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 forteiture
of this Agreement.
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 perform.
10. 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.
11. 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.
12. Reports and Information:
12.1 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 matters covered by this
Agreement.
12.2 Consultant 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.
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13. 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 all of CONSULTANT'S records with respect to
all matters covered by this Agreement. CONSULTANT 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 relating to
all matters covered by this Agreement.
14. 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.
15. 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.
16. 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.
17. 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
document required to be prepared under this agreement, engages in
fraud, dishonesty, or any other act of misconduct in the pertormance 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.
In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by CONSULTANT under this
Agreement shall, at the option of the CITY, become its property, and
CONSULTANT shall be entitled to receive just and equitable
compensation for any work satisfactorily complete hereunder.
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Notwithstanding the above, CONSULTANT shall not be relieved of liability
to the CITY for damages sustained by the CITY. by virtue of any breach of
this Agreement~by CONSULTANT,. and the CITY may withhold any
payments to CONSULTANT for the purposes of set-off until such time as
the exact amount of damages due the CITY from CONSULTANT is
determined. This provision shall survive the termination of this agreement
and shall not relieve CONSULTANT of its liability to the CITY for
damages..
18. 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.
19. 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 and supersedes any and all other agreements or understandings,
oral of written, whether previous to the execution hereof or
contemporaneous herewith.
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
Attest:
ALTA PLANNING + DESIGN
6~~ ~~.
AMM d WEERD,~~ ~~;;'~%,,~ BY:
` ` ~'itle
=_ ~~;~L-
'-. "f SST ~ 't • P.~® moo:
_ OLMAN, CITY ~ f~ ~,,,,.~`~~~~
ri,,..
RWT Action Plan I I - page 7 of 11
Approved as t Content
BY:
KEITH WATTS, PURCHASING AGENT
Dated: I Z - ~ ' ~
Approved as to Form
CITY ATTORNEY
N /~
DATE
Depa ent A proval
BY
NAME: AcNI~~C S . C~~I ~G~
TITLE: p ~N I i~C ~ 11~~T~j (~-
Dated: «~ ~ I ~~
RWT Action Plan II - page 8 of 11
Attachment A
SCOPE OF SERVICES
Task 1: Pathway Alignment
1.1 Text Description of Recommended Pathway Alignment
Alta will provide text description of the pathway -width, location related to rail line and
right-of--way, etc. for the pathway between each section line road. Descriptions will
identify any other agencies, jurisdictions, companies, that will need to be involved for
pathway development/plan implementation.
1.2 Updated Maps with Recommended Alignment
Alta will produce modified maps to show the recommended location of the proposed
pathway. The line on the map now is just showing the desire for a pathway in this
corridor. The modified maps would be more precise in the pathways location, include
constrained areas, and recommend a solution to address each constraint.
Task Components:
• New graphics to show typical cross-sections as well as cross-sections in various
constrained situations.
The location of the pathway through the industrial area of Old Town. Alta will
recommend an alignment and highlight additional issues that may need
resolution with the businesses along that stretch of corridor.
Task 2: Cross-Sections
2.1 Typical Cross-Sections
Based on the previous phase of the RWT Action Plan, Alta will prepare up to three (3)
"typical" (non-constrained) cross-sections of the future trail in relation to the rail line.
2.2 Constrained Cross-Sections
Based no constraints identified in the previous phase of the RWT Action Plan, and to
visually depict the narrative descriptions of recommended treatments in constrained
areas, Alta will prepare up to four (4) constrained cross-sections to assist with future
discussions with agencies and stakeholders.
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In addition to the above mentioned tasks, Alta Planning + Design will provide the
following at no extra costs.
Project Management /Communicate
Throughout the planning process, Alta's project manager will be in regular contact with the
City staff to keep them apprised of the project effort and to seek their input at key decision
points. This will include face-to-face meetings, e-mails, telephone, fax, and written
documents. We will produce monthly progress reports that summarize tasks completed,
and outline tasks to be completed over the next 30 days. In addition, Alta will produce
detailed meeting minutes that summarize the discussion items and will include a list of
follow-up tasks and the responsible party for each task
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Attachment B
PAYMENT SCHEDULE
A. Fees will be billed for actual time worked per the schedule below with total and
complete compensation for this Agreement Not-To-Exceed $3,460.00. Fees will be
billed monthly for completed tasks only, per the following schedule of values.
Planner
PIC/PCM Intern
TASKS /Designer Rate Subtotal
Hrs Hrs
Hrs
Tank 1: Pathway Alignment
1.1 Text description of 2 $150.00 $300.00
recommended pathway
6 $so.oo $aso.oo
alignment
1.2 Updated maps with 2 $150.00 $300.00
recommended alignment 6 $so.oo $4so.oo
4 $55.00 $220.00
Task 2: Cross Sections
2.1 Typical cross-sections
2 $150.00 $300.00
(up to 3)
4 $so.oo $320.00
4 $55.00 $220.00
2.2 Constrained cross-sections
2 $150.00 $300.00
(up to 4)
4 $so.oo $320.00
4 $55.00 $220.00
GRAND TOTAL $3,460.00
RWT Action Plan II - page 11 of 11
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