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HomeMy WebLinkAboutProfessional Services Agreement with Interact Business Group for Strategic Business Plan for Public Safety Training FacilityAGREEMENT FOR PERSONNAL SERVICES AGREEMENT Strategic Business Plan -Project No.10190B THIS AGREEMENT FOR PERSONNAL SERVICES is made this 7th day of June , 2011, 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 Interact Business Gr_ oup, hereinafter referred to as "CONSULTANT", whose business address is 29513 Anthony Road, Valley Center, CA 92082. INTRODUCTION Whereas, the City has a need for services involving Creation of a Strategic Business Plan for a Public Safety Training Fac lity; 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 1. Scope of Services: 1.1 CONSULTANT shall perform and furnish tothe City upon execution of this Agreement, all services requested, and comply in all respects, as specified by his/her supervisor stated in the document titled "Scope of Services" a copy of which is attached hereto as Exhibit "A"and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 1.2 Consultant will work under the supervision of the City. 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 City. 1.3 Services and work provide by the consultant under this Agreement will be performed in a timely professional manner. Public Safety Training Facility Strategic Business Plan -page 1 of 9 Project No.10190B 2. Consideration 2.1 The Consultant shall be compensated on a Lump Sum per task basis as provided in Exhibit B "Payment Schedule" attached hereto and by reference made a part hereof for aNot-To-Exceed amount of $40,600.00. 2.2 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 nor .receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered underthisAgreement.,including, butnotlimitedto, 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, 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 agreed upon services unless sooner terminated as provided below or unless some other method or time of termination is listed in Exhibit A. 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 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. 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. If in Public Safety Training Facility Strategic Business Plan -page 2 of 9 Project No. 101908 the performance of this Agreement any third persons are employed by Consultant, such persons shall be 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 agrees that it will maintain, throughouttheterm ofthisAgreement, liabilityinsurance, inwhich 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 indemnifyand save and hold harmless CITY; and if CITYbecomes liablefor 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 performance of this Agreement by the Consultant or Consultant's officers, employs, agents, representatives orsubcontractors 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 performance 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 Public Safety Training Facility Strategic Business Plan -page 3 of 9 Project No.10190B 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 Interact Business Group Attn: Bill Booth 29513 Anthony Road Valley Center, Ca 92082 Ph. (760) 751-0773 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. 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. Public Safety Training Facility Strategic Business Plan -page 4 of 9 Project No.10190B 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. 13. Audits and Inspections: At anytime 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 underthis 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 anyofthe covenants, agreements, orstipulationsof this Agreement, falsifies any record or document required to be prepared Public Safety Training Facility Strategic Business Plan -page 5 of 9 Project No.10190B 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 thisAgreement is in the best interestof 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. 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 CITYfrom CONSULTANT is determined. This provision shall survivethe termination of this agreementand 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. 20. 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. 21. 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. 22. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. Public Safety Training Facility Strategic Business Plan -page 6 of 9 Project No.10190B CITY OF MERIDIAN BY: TAMMY WEERD, MAYOR Date: ~,1vv~P aS ~1~ INTERACT BUSI SS GROUP BY: B O Date: Cp - ~ ~ ~ Approved as to Content Department Approval BY: KEITH A TS, PU C ASIN MANAGER DATE: ~ ~~~~ By: NAME: Jeff Lavey TITLE: Chief of Police DATE: ~ ~S- ad/~ Public Safety Training Facility Strategic Business Plan -page 7 of 9 Project No. 101906 EXHIBIT A SCOPE OF SERVICES RFP PD-11-101906 and respondents proposal and revised cost proposal dated May 18, 2011 are incorporated by this reference and made a part of this hereof. Task 1: Needs Assessment Task 1a: Internal Task 1 b: Regional, Outside Users Survey and Focus Groups Task 1c: Needs Assessment Generator Tool Task 2: Facility and Equipment Assessment Task 3: Daily Operations Plan Task 3: Daily Operations Plan Task 3a: Internal Task 3b: Annual Operational Costs Task 3c: Governance Plan Task 4: Funding Strategy Task 5: Cost Benefit Analysis Task 6: Site Evaluation Task 6a: 2D Site Conceptual Layout of the City's Identified Site Task 6b: Added Services (Per revised cost proposal dated May 18, 2011) Public Safety Training Facility Strategic Business Plan -page 8 of 9 Project No. 101908 EXHIBT B PAYMENT SCHEDULE TASK COST Task 1 a & 1 b: Needs Assessment includes the following: Internal, regional and Focus Group. $12, 000.00 Task 1 bi: Web based outside users survey $3,000.00 Task 1 c: Needs Assessment Generator Tool $2,500.00 Task 2: Facility and Equipment Assessment $5,500.00 Task 3: Operations Plan which includes Staffing, Operations, Cost, and Governance Plan $6,500.00 Task 4: Funding Strategy $1,500.00 Task 5: Cost Benefit Analysis $3,500.00 Task 6: Site Requirements and Layout $2,500.00 Project Travel - Not to Exceed $3,600.00. All travel expense is subject to the City of Meridian Travel Policy and any reimbursements requested MUST be accompanied by itemized recei ts. $3,600.00 PROJ ECT TOTAL $40,600.00 Public Safety Training Facility Strategic Business Plan -page 9 of 9 Project No.10190B