Professional Services Agreement with Keller Associates, Inc. for Water Supply and Distribution Engineering and Well Pump FacilityMASTER AGREEMENT
FOR
PROFESSIONAL SERVICES
(Unlimited)
THIS AGREEMENT FOR PROFESSIONAL SERVICES shall become effective
October 1, 2014, 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 KELLER ASSOCIATES INC, hereinafter referred
to as "ENGINEER", whose business address is 131 SW 5,n Ave., Ste. A, Meridian, ID
83642.
INTRODUCTION
Whereas, the City has a need for Water Supply and Distribution
Engineering - Well Pump Facility, Booster Station, Storage Reservoir (Site / Civil),
and Valve Station (Pressure Reducing, Sustaining, Relief) Design — Category 1a 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 Master Agreement AND any associated Task Order(s)
and receipt of the City's written notice to proceed, Engineer shall comply in all
respects and perform and furnish to the City, all services listed in any corresponding
task order(s) 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 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
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 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
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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. 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 resulting task order(s) in effect at the
time of performance of this Agreement and associated task order(s). 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 provided 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 and shall be billed per the approved Rate Sheet on file with the City. Rates
must include all administration fees, overhead and profit. Additional personnel may
be added to the Rate Schedule at any time, with the written acceptance of the City.
Individual rate schedules may be amended once per calendar year if mutually
agreeable to both parties. Individual rate changes may not exceed 5% (five
percent). It is the responsibility of the engineer to notify the City of a desire to
submit a new rate schedule for review. Amended rates may only be billed upon
City's written acceptance thereof.
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 mockups. Specifically, ENGINEER
shall not be entitled by virtue of this Agreement to consideration in the form of
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overtime, health insurance benefits, retirement benefits, paid holidays or other paid
leaves of absence of any type or kind whatsoever.
2.4 Any out of town travel required by individual Task Orders will be reimbursed
at cost, per the City's existing travel policy. Any requested travel related/meal
reimbursement must be accompanied by itemized receipts.
For the purposes of this agreement and resulting task orders, travel between the
ENGINEER'S offices and the project site is not considered out of town travel.
3. Time of Performance:
This agreement shall become effective upon execution by both parties, and shall
automatically renew annually on October 1St for two additional one year periods
unless sooner terminated in writing.
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 Insurance:
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 / 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.
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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 negligent 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
KELLER ASSOCIATES, INC
Attn: James Bledsoe
131 SW 5 Ave., Ste A
Meridian, ID 83642
208-288-1992
ibledsoe@kellerassociates.com
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: 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.
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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:
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 matters covered by this Agreement.
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 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.
12. 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.
13. Compliance with Laws: In performing the scope of services required hereunder,
ENGINEER shall comply with all applicable laws, ordinances, and codes of Federal,
State, and local governments.
14. Public Information: Pursuant to Idaho Code Section 9-335, et seq., information or
documents received from the Contractor may be open to public inspection and
copying unless exempt from disclosure. The Contractor shall clearly designate
individual documents as "exempt" on each page of such documents and shall
indicate the basis for such exemption. The State will not accept the marking of an
entire document as exempt. In addition, the State will not accept a legend or
statement on one (1) page that all, or substantially all, of the document is exempt
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from disclosure. The Contractor shall indemnify and defend the State against all
liability, claims, damages, losses, expenses, actions, attorney fees and suits
whatsoever for honoring such a designation or for the Contractor's failure to
designate individual documents as exempt. The Contractor's failure to designate as
exempt any document or portion of a document that is released by the State shall
constitute a complete waiver of any and all claims for damages caused by any such
release.
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 ENGINEER'S compensation, which are mutually agreed
upon by and between the CITY and ENGINEER, shall be incorporated in written
amendments to this Agreement.
16. Termination:
16.1 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 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 (60) days notice to CITY.
16.2 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.
16.3 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
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.
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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
and supersedes any and all other agreements or understandings, oral of written,
whether previous to the execution hereof or contemporaneous herewith.
20. Resulting Task Orders and Survival: All Task Orders resulting from this Master
Agreement and executed by both parties during the term of this Master Agreement
will be bound to the terms and conditions of the Master Agreement until all tasks are
completed and accepted by the City whether or not the Master Agreement is
terminated or unless tasks are canceled via a change order.
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.
CITY OF MERIDIAN KELLER ASSOCIATES, INC
BY: " � - I Z_ If /-, /��; /I � 5 —
�
KEITH WffT , Pura aSing Manager
Dated: qZ �Gi
Public Works Department Approval
BY:
KYLE RA K, Assistant City Engineer
Dated::
Approved as to Form
CITY ATTORNEY
BY: d.
dAl E44iL� -Principal
Dated: f _
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