Professional Service Agreement with Neil Anderson for Water Feature at City HallAGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 17 day of
December, 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 Neil 0. Anderson And
Associates, hereinafter referred to as "CONSULTANT", whose business address is 902
Industrial Way, Lodi, CA 95240.
INTRODUCTION
Whereas, the City has a need for services involving the Water Feature at
City Hall; 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 royalty -free, non -
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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 provided 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 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
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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, September 30,
2011 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 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
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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 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
Neil 0. Anderson & Assoc.. Inc.
Attn: Neil Anderson
902 Industrial Way
Lodi, CA 95240
Ph. 209-367-3701, Fax 209-333-8303
nei I. andersoniMnoanderson.com
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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.
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.
8. 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.
9. 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.
10. 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.
11. Reports and Information:
11.1 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.
11.2 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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12. 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.
13. 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.
14. 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.
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 CONSULTANT'S compensation, which are
mutually agreed upon by and between the CITY and CONSULTANT, shall
be incorporated in written amendments to this Agreement.
16. 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.
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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.
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.
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. 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 NEIL O. A RSON & ASSOCIATES
TAMMY,de WEERD, MAYOR BY: it Anders
Approved by City Council:
Attest:
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Approved as to Content
BY: ;tr (' I
KEITH WATTS, PURCHASING MANAGER
Dated: / d c % �c ; I
Approved as to Form
CITY ATTORNEY
Neil 0. Anderson & Assoc., Inc. page 8 of 11
Department Approval
BY:
NAME: �� ,e
TITLE: 0,1-7 'nvy-n �
Dated:
Exhibit A
SCOPE OF WORK
1. Observe and test existing feature hydraulics.
2. Inspect, Measure, and detail existing mechanical and structures.
3. Excavate test borings to evaluate soil backfill.
4. Perform design and prepare construction plans and specifications for all
remediation recommendations contained in previous evaluation report dated
08/13/10. Prepared details will include but not limited to the following:
a. Stream supply intake structure
b. Upper stream basing redesign
C. Stream weir cap repair detail
d. Entry basin waterproofing detail
e. Light junction box repair detail
g. Main canal redesign detail
h. Redesign of return water outlet basin
i. Canal weir caps repair detail
j. Surge tank and pump pit enlargement plan
k. Mechanical details with second pump pit
5. Provide consulting and support through the local plan review and approval
process.
Changes to the Scope of Work will be billed on a time and materials basis per the
attached fee schedule (Exhibit C) only upon written authorization from the City.
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Exhibit B
PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed $27,300
including travel expenses. Fees will be billed per task as listed below. Fees will be billed
monthly for completed tasks only, per the following schedule of values.
TASK
DESCRIPTION
Amount
Observe and test existing feature hydraulics. Inspect,
$7,200.00
1
Measure, and detail existing mechanical and structures.
Excavate test borings to evaluate soil backfill.
2.
Mechanical design
$7,100.00
Perform design and prepare construction plans and
$10,400.00
specifications for all remediation recommendations
3.
contained in previous evaluation report dated 08/13/10.
Prepared details will include but not limited to the list in the
Scope of Work above.
4
Provide consulting and support through the local plan
$2,600.00
review and approval process.
TOTAL
$27,300.00
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
Neil O. Anderson & Assoc., Inc. page 10 of 11
Exhibit C
2010 FEE SCHEDULE
VNGII#VMNta SERVICES QR OJSfTONIER Rw ONLY)
Principal En ineer Geolo ist
Senior Engineer Geologist / Scientist
165.00 hr
150.00 hr
Prosect Engineer Geologist/ Scientist
135.00 hr
Staff Engineer Geologist Scientist
120.00 hr
Expert Consulting
198.00 hr
Expert Testimony
396.00/hr
ICC Inspector (A/C Soils Inspector, Reinforcing Steel, Masonry, Concrete, Structural
Steel Post Tension Fireproofing)
76.00/hr
AC Soil Inspector with Nuclear Gauge
80.00 hr
Certified Welding Inspector AWS/CWI
95.00/hr
DSA Masonry Inspector
95.00 hr
CAD Designer
95.00/hr
CAD Drafter
80.00 hr
Accountant
85.00 hr
Administrative Assistant ____ -----------------
60.00 hr
MISCELLANEOUS
Automobile Mileage
0.80 mile
Subsistence and Lodging
cost + 20%
Equipment Rental
cost + 20%
Report Preparation
50.00 each
Additiona1--Copy- of Report wet-si ned
50.00 each
Miscellaneous Item Charge
Cost +20% each
Air & Ground Transportation
Cost +20% each
CAD — Prints
10.00 sheet
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