HomeMy WebLinkAboutProfessional Service Agreement with Forsgren Associates for Various Engineering ServicesMASTER AGREEMENT
FOR
PROFESSIONAL SERVICES UNDER $25,000
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 19th
day of January , 2010, 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
Forsgren Associates. Inc. ,hereinafter referred to as "ENGINEER", whose business
address is 415 South 4 Street. Boise. ID 83702.
INTRODUCTION
Whereas, the City has a need for various 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
1. Scope of Services:
1.1 Upon execution of this Agreement AND any associated Task Order,
and accompanied by a written notice to proceed, ENGINEER shall
perform and furnish to the City, all services, and comply in all respects, as
specified in the corresponding Task Order(s) 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 property of, and be
delivered to, the CITY wkout any restrictions or limitations with respect to
their further use thereof. All documents or materials prepared for the
CITY shall not be dis#ributed by the ENGINEER, sub-engineer's, their
agents, representatives or employees to any tl~ird party without the
express written consent of the CITY. Use of these documents by the
CITY on any 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
MASTER AGREEMENT FOR ENGINEERING SERVICES- page 1 of 8
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 verfication 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. The ENGINEER 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 associated Task Orders and that are in effect at the
time of performance of this Agreement and associated Task Orders.
Except for that representation and any representations made or contained
in any proposal submitted by the ENGINEER and any reports or opinions
prepared or issued as part of the work performed by the ENGINEER
under 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.
2. Consideration
2.1 The ENGINEER shall be compensated as defined by
corresponding Task Orders per the attached "Rate Schedule" identified as
Exhibit A to this agreement and may not exceed $25,000.00 per Task
Order.
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 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 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.
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, 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
MASTER AGREEMENT FOR ENGINEERING SERVICES- page 2 of 8
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 on January 1ST 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
Engineers 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 and Insuranc®:
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 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, employees, guests, and
business invitees, and not caused by or arising out of the tortuous conduct
of CITY or its employees. ENGINEER 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 1 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'
MASTER AGREEMENT FOR ENGINEERING SERVICES- page 3 of 8
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, 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 properly and
other costs, including litigation costs and attomeys' 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 of. 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. In 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
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. Manager
33 E. Broadway Avenue
Meridian, Idaho 83642
Forsgren Associates, Inc.
Attn: Lam L. Evans
415 South Forth Street
Boise. ID 83702
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. ~-ttorney-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
MASTER AGREEMENT FOR ENGINEERING SERVICES- page 4 of 8
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 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.
10. 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.
11. Reports and Information:
12.1 At such times and in such forms as the CITY may require, there
shall be famished to the CITY such statements, records, reports, data and
information as the CITY may request pertaining to matters covered by this
Agreement.
12.2 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 and associated Task Orders. 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 dining normal business hours and
as often as the CITY may deem necessary, there shall be made available
to the CITY for examination all of ENGINEER'S 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 relating to all matters
covered by this Agreement.
13. Publication, Reproduction and Use of Mat®rial: 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 othervvise use, in whole or in
part, any reports, data or other materials prepared under this Agreement.
MASTER AGREEMENT FOR ENGINEERING. SERVICES- page 5 of 8
14. Compliance with Laws: In pertorming the scope of services required
hereunder, ENGINEER shall comply with all applicable laws, ordinances,
and codes of Federal, State, and local governments.
15. Changes: Any and all changes to this agreement must be in written form
and agreed upon by both parties and in the form of a Contract
Amendment executed by both parties.
16. Termination: If, through any cause, 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
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 (60) days notice to CITY. Termination of
this agreement by Engineer does not relieve Engineer from any
outstanding work from any associated Task Orders.
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 satisfactorily complete hereunder.
Notwithstanding the above, ENGINEER shall not be relieved of liability to
the CITY for damages sustained by the CITY by virtue of any breach of
this Agreement by ENGINEER, and the CITY may withhold any payments
to ENGINEER for the purposes of set-off 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.
17. Construction and Severability: If any part of this Agreement is held to
be invalid or unenforceab~, such holding will not affect the validity or
enforceabilityr of any other part of this Agreement so long as the remainder
of the Agreement is reasonably capable of completion.
18. Advice of Attorn®y. Each party warrants and represents that in
executing this Agreement, it has received independent legal advice from
its attorney's or the opportunity to seek such advice.
MASTER AGREEMENT FOR ENGINEERING SERVICES- page 6 of $
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 taws 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 FO REN A IATES, INC.
TAMMY VEERD, MAYOR BY: rry L. Evans, Division Manager
Dated: I '"Zlo - ZD ! O ~,,,,.. Dated:
Attest: ~~~ C)' pRP~Aq ?, "'
r
Fo
SEAL
J CE . HOL AN, ITY CLEI~C 9 ~,~ ~o`~
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Approved as to Content ~~''~~~,,,<<e~;~~~~~`~~ Department Approval
BY:
KEITH ATTS, PU CHASING MANAGER
Dated: __ l - 2 ~ - 2 ~ 1
Approved as to Form
CITY ATTORNEY
1-13-2010
BY: ~
_~°_7-
NAME: r„l~.
TITLE: f'.r"f- ~i ~ ~-
Dated: _ ~O~Z'oi o
MASTER AGREEMENT FOR ENGINEERING SERVICES- page 7 of $
EXHIBIT A
RATE SCHEDULE
-J~~1 V
~rinft ~
FORSGR
TITLE C
01 EN ASSOCIATES, INC.
ODE RATE SCHEDULE
JANUARY 2010
TITLE CODE TITLE HOURLY RATE
En ineer/Scientist VI Princi aUService Leader $210.00
En ineer/Scientist V Mana in En ineer/Scientist $180.00
Engineer/Scientist IV Senior Project
En ineer/Scientist $145.00
En ineer/Scientist III Project En ineer/Scientist III $125.00
En ineer/Scientist II Project En ineer/Scientist II $105.00
En ineer/Scientist I En ineer/Scientist-in-Trainin $85.00
Drafter V Draftin Mana er $100.00
Drafter IV Senior Desi ner $90.00
Drafter III Des' ner $80.00
Drafter II Project Draftsman $70.00
Drafter I Draftin Technician $60.00
Ins actor V Construct. Mgr/Supervising
Ins act. $100.00
Ins actor IV Senior Ins actor - $80.00
Ins actor III Pro act Ins ctor $70.00
Ins for II Pro pct Ins ctor $60.00
Ins actor I Assistin Ins actor $50.00
Clerical III Pro act Assistant III $70.00
Clerical II Project Assistant II $60.00
Clerical I Project Assistant I $50.00
Rates are fully-loaded with direct labor, overhead, and profit. Reimbursables are
charged at cost plus 10°~. Sub-consultants are charged at cost. Mileage will be billed
at the current IRS a roved ra#e. Rates are fixed for the term of this a regiment.
MASTER AGREEMENT FOR ENGINEERING SERVICES- page $ of 8