Professional Services Agreement with Real Animal Mangement, LLC for Goose Control MangementAGREEMENT
FOR
P
:. OF E SS 10
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this II i day
of September, 2013, 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 Real Animal
AA -. .oar. .-8 E 1 t1 E__ _t:_.. _r_
ev�ar odt�eiiie, ii, rrLv, r rereinde ger rererred to as ``COivSUL I AN T -', whose business
address is 3815 W. Catalina Rd., Boise ID 83705.
Whereas, the City has a need for services involving Goose Control
Management; and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such serVjtes;
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-exclusive, and irrevocable license to reproduce, publish and use
such work, or any part thereof, and to authorize others to do so.
Page 1 of 9
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 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 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
peiiornned by ilio 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 Not to Exceed basis as
provided in Attachment B "Payment Schedule" attached hereto and by reference
made a part hereof for the Not -to -Exceed amount of $24,510.00
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 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, 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, 2014 or
Page 2 of 9
9
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.
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.
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 occurrence, Professional Liability / Professional'
errors and omissions One Million Dollars ($1,000,004) 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,
Page 3 of 9
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
n. _ 1_ e
rurchlasing 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
City of Meridian
Purchasing Manager
33 E Broadway Ave
Meridian, ID 83642
208-888-4433
Email: kwatts meridiancit .or
CONSULTANT
Real Animal Management, LLC
Attn: Steve Fuchser
3815 W. Catalina Rd.
Boise, ID 83705
Phone: 206-948-6846
Email: steve@ramedge.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.
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
Page 4 of 9
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.
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.
Page 5 of 9
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, in part or in its entirety, by giving written notice
fn (`r)KICA 11 -rAhr-r _f -..-L-
%w I /-klm I U1 05M; I I Wr I I lination 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 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 its 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. Public Records Act: 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 CITY will not
Page 6 of 9
accept the marking of an entire document as exempt. In addition, the CITY will
not accept a legend or statement on one (1) page that all, or substantially all, of
the document is exempt from disclosure. The Contractor shall indemnify and
defend the CITY 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 CITY shall constitute a complete waiver of any
and all claims for damages caused by any such release.
21. Confidentiality: Consultant understands and acknowledges that all tests and
results(confidential information) are intended solely for the City. Consultant
agrees to hold all confidential information in confidence and will not disclose the
confidential information to any person or entity without the express prior written
consent of City.
22. 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.
23. Approval Rewired: This Agreement shall not become effective or binding until
approved by the City of Meridian.
CITY OF MERIDIAN REAL ANIMAL MANAGEMENT, LLC
1
TAMMY.cle
., ._
Dated: C?- /7- /3
Approved by Council: /Z -;�6/3
any
JAEE IHQLMAN, CITY GLEE TDR IAN9�-
113AM0
SEAL
"� �~ W Department pro I
Purchasing Approval �9FteeT�FA�"��
BY:A BY:
KEIT Purchasing Manager MIKE BAR , Parks Superintendent
Dated::- f / Dated:. l
Page 7 of 9
Attachment A
SCOPE OF WORK
Use of Dogs to Chase Geese. Goose problems in suburban areas are especially
difficult because these birds are not a� raid of people a� �u may oay ucco� � �e accuaLV� �u
to certain scaring techniques. Using trained dogs to chase geese is among the most
effective techniques available today for goose control. Chasing geese to modify the
behavior of establishing themselves at the parks will be our number one priority. We
will utilize consistent and persistent measures of running the dog(s) to chase away
the geese. The aim is to make the geese feel unsafe in the area at all times resulting
in discouraging them from becoming "residents". Geese will not become acclimated
to the threat of being chased by dogs.
2. We propose an initial period of intense activity to pressure the geese. As trained
handlers, we will run the dog(s) several times a day, during the day and night, to
prevent geese from becoming accustomed to a routine.
3. After the intense initial period, we will evaluate the geese activity and continue to
monitor the parks with frequent and unevenly timed patrols. Geese are very
intelligent and adapt quickly to a schedule and will modify their behavior accordingly.
4. No method works well with just a few attempts, and a comprehensive, long-term
management strategy is necessary to control the goose problem. Even with the
reduction of the current nuisance geese, there will always be new flocks migrating
through looking for lush green parks with abundant lakes and ponds to take up
residency.
5. The dog(s) and handler will wear brightly colored vests to identify them as
representatives for the City of Meridian.
6. The dog(s) and handler will work at various sites within the City of Meridian as
requested by the City of Meridian Parks Department.
Page 8 of 9
Attachment B
MILESTONE / PAYMENT SCHEDULE
-r_a_1 _r l I -+„ ..,.w,r,nnc otinn fnr Chic ArrraamAnt shall not exceed
$24,510,00.
TASK DESCRIPTION AMOUNT
Task 1 Goose Control Services $24,510,00
hourl rate of $30 not to exceed 317 hours
TOTAL $24,510.00
Additional services (by written request) will be billed at $30 per hour.
Travel expenses, if applicable, will be paid at no more than the City of Meridian's
Travel and Expense Reimbursement Policy.
Page 9 of 9