Professional Service Agreement with Harvest Design, P.CAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 16th
day of December , 2008, 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 Harvest
Design, P.C... hereinafter referred to as "CONSULTANT", whose business address is
2971 E. Copper Point Dr. Ste. 150, Meridian ID 83642.
INTRODUCTION
Whereas, the City has a need for services involving Engineering and
Architectural Design; 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 fumish 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 Exhibit "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
HEROES PARK DESIGN PH. 3 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 perform
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
for a Not -To -Exceed amount of $40,500.00 as provided in Exhibit B
"Payment Schedule" attached hereto and by reference made a part
hereof.
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, 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 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 no 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
consideration in the form of overtime, health insurance benefits,
HEROES PARK DESIGN PH. 3 page 2 of 11
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, or unless
sooner terminated as provided below or unless some other method or
time of termination is listed in Exhibit 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 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.
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, throughout the term of this Agreement, liability
insurance, in which the CITY shall be named an additional insured in the
HEROES PARK DESIGN PH. 3 page 3 of 11
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
performance 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 performance of its 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 Idaho
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. Idaho Avenue
Meridian, Idaho 83642
Harvest Design. Inc.
Attn: Paul W. Norberg
2971 E. Copper Point Dr., STE 150
Meridian, ID, 83642
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.
HEROES PARK DESIGN PH. 3 page 4 of 11
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.
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 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
HEROES PARK DESIGN PH. 3 page 5 of 11
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 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
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
HEROES PARK DESIGN PH. 3 page 6 of 11
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 unfit approved by the City of Meridian.
CITY I
BY:
TAMMY
Attest:
JAYCEE L.
CONSULTANT
RD, MAYOR
OF
OLMAN, CITY hLE K BEAL _
HEROES PARK DESIGN PH. 3 page 7 of 11
Approved as to Content Parks De artment Apprgval
BY: BY: '
KEITH WATTS, PURCHASING MANAGER NAME: Steve Siddoway
Dated: O TITLE: Parks Department Director
Dated:
Approved as to Form
CITY ATTORNEY
Approved by City Council: 1 °Z ` 1 � -08)
HEROES PARK DESIGN PH. 3 page 8 of 11
Exhibit A
SCOPE OF SERVICES
Engineering Services
■ Survey and engineering of all expansion areas called out on the site map
including locations of new trees for pathway layout.
■ Location and elevation of all structures.
■ Utilities: water and power extended from existing utilities.
■ Site grading and drainage plan.
■ Asphalt pathway location and specifications.
■ Access to the Maintenance Building.
■ Provide legal description for easement language at northwest comer of
park (across the church property).
■ Design and engineer connections to existing micro -paths.
■ Design and engineer in cooperation with City Public Works Department
the following:
No, change the irrigation pond and system from surface water to
effluent water use as the primary source.
► a water feature and signage that utilizes and interprets the effluent
water.
► Effluent reuse water main line from Ten Mile Road to the restroom.
Architectural / Landscape Design Services
■ Public Meetings: Conduct a minimum of one (1) neighborhood meeting
informing the public of design and schedule, and attend City meetings as
required as part of the approval process.
■ Coordination with Meridian PAL to design a storage area for goals and
equipment, including fencing, screening and a storage building.
■ Landscape Plan including retrofit to existing irrigation system.
■ Incorporate and modify an existing 2000 square foot
Restroom/Maintenance/Concession building plans and construction
documents. (Specification and existing plans provided by the City)
■ Coordination with Ada County Highway District plan submittal, review and
permits for Ten Mile frontage improvements.
■ Coordination with City of Meridian Public Works, Building and Planning
Departments (CZC and building permits) for plan submittal and review.
HEROES PARK DESIGN PH. 3 page 9 of 11
■ Identify site locations for drinking fountains, benches, trash receptacles.
■ Coordination of restroom building plans into construction documents.
■ Incorporate 1 - 30x60 picnic shelter into plans. (Specification provided by
the Parks department.)
■ Incorporate 1 - 20x20 picnic shelter into plans. (Specifications provided by
the Parks department.)
■ Incorporate playground design with play structure, curbing, swings,
climbing rocks, benches, trash receptacles and bike racks. (Specifications
provided by the Parks department.)
■ Design pathway system along west and north boundaries of the park to
connect a loop system.
■ Incorporate concrete sidewalks around the playground area and
connecting to the pathway.
■ Incorporate layout for future parking provisions.
• Incorporate approx. 100 trees into the site plan.
■ Design a landscape solution for the north slope including irrigation.
■ Provide a Statement of Probable Construction Costs and Scope of Work
for bidding.
■ Provide construction administration through completion of the resulting
construction contract.
PROJECT CLOSEOUT SHALL INCLUDE ALL DRAWINGS IN A
REUSABLE ELECTRONIC FORMAT.
HEROES PARK DESIGN PH. 3 page 10 of 11
Exhibit B
PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$40,500.00 excluding travel expenses. . Fees will be billed monthly for completed
tasks only, per the following schedule of values. Fees may be billed at completion
regardless of milestone date.
TASK
DESCRIPTION
MILESTONE
DATES
AMOUNT
A-
50% Construction Plans
January 22th, 2009
$8,100.00
6•
90% Construction Plans
February 16th, 2009
$8,100.00
C•
100% Complete Final Construction Plans
March 1St, 2009
$10,125.00
D.
Complete plans and specification for
bidding
March 20th, 2009
$8,100.00
E.
CONSTRUCTION MANAGEMENT
$6,075.00
F.
G.
H.
TOTAL
$40,500.00
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
HEROES PARK DESIGN PH. 3 page 11 of 11