Keller QLPE Services AGREEMENT FOR PROFESSIONAL SERVICES
QLPE SERVICES
Keller Associates, Inc.
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 1 st day of
October, 2020, 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 Keller Associates, Inc.,
hereinafter referred to as "CONSULTANT", whose business address is 131 SW 5tn
Ave., Ste. A, Meridian, ID 83642.
INTRODUCTION
Whereas, the City has a need for services involving QLPE Plan Check
Services; 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 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.
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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 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 per sheet basis as provided in
Attachment B "Payment Schedule" attached hereto and by reference made a part
hereof, not to exceed the City's annual budget for such services.
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 September 30, 2025.
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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, to the extent caused or arising from, wrongful conduct or negligent
acts and/or errors or omissions under this Agreement by the CONSULTANT, its
servants, agents, officers, employees, guests, and business invitees, and not
caused by or arising out of the tortious conduct or negligence of CITY or its
employees. CONSULTANT 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. 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, to the extent caused by or arising from
the wrongful conduct, negligent performance, and/or errors or omission under 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
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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 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 CONSULTANT
City of Meridian Keller Associates, Inc.
Procurement Manager Attn: Ryan Morgan
33 E Broadway Ave 131 SW 5f" Ave.
Meridian, ID 83642 Meridian, ID 83642
208-888-4433 Phone: 208-288-1992
Email: kwatts@meridiancity.org Email: rmorgan@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.
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
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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.
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
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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
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
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 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
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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 Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
CITY OF MERIDIAN KELLER ASSOCIATES, INC.
BY: BY:
KEITH WATTS, Purchasing Manager JAMES L DSOE, Principal
Dated: Dated. 10/26/2020
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Attachment A
SCOPE OF WORK
PROJECT DESCRIPTION
The City of Meridian (Owner) is interested in contracting with Keller Associates
(Consultant) to perform Qualified Licensed Professional Engineer (QLPE) plan and
specification reviews for simple water and wastewater main extensions in accordance
with the Idaho Rules for Public Drinking Water Systems (IDAPA 58.01 .08) and the
Wastewater Rules (IDAPA 58.01 .16). The QLPE review is authorized under I.C. 39-
118(2)(d) as equivalent to review by the Department of Environmental Quality (DEQ)
prior to construction for simple water and wastewater main extensions.
At the time of approval, the QLPE must provide a written approval letter to the DEQ,
through the Owner, which includes:
• A statement asserting that the QLPE represents the Owner with regard to the
project in question;
• A statement that the plans and specifications are approved for construction; and
• A statement by the QLPE that the plans and specifications comply with the
facility standards within the referenced IDAPA rules.
• The DEQ QLPE Approval Checklist.
Review comments may be issued in lieu of project approval. In this case, the QLPE
provides written comments in electronic form to the Owner for delivery to the
developer/project engineer, unless instructed by the Owner to communicate with them
directly. Comments must be resolved prior to providing QLPE approval of the project.
Upon approval by the QLPE, the QLPE provides the Owner with a PDF copy of the
approved plans with the QLPE approval stamp and signature on the reviewed and
approved sheet(s). QLPE communication is with the Owner's assigned Plan Reviewer.
CONSULTANT SERVICES
Task 1 — Project Management
Project management includes general project administration services including contract
administration, monthly invoicing, progress reports, and internal project administration.
Deliverables include monthly progress reports and invoices.
• Consultant will maintain frequent verbal and written communication with the Owner
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during the contract period and will be available to Owner staff for general or specific
question regarding the Public Drinking Water Systems Rules, the Wastewater
Rules, and the QLPE Rules.
• Consultant will provide monthly status reports of the QLPE reviews, included with
the monthly invoices. Each QLPE Review will be assign a separate task number
for Consultant to provide both the Owner and Consultant an easy mean for tracking
the invoices.
Task 2 — Plan Review
Upon notification from the Project Manager for the Owner that plans are available for
review, Consultant will provide plan review of the pertinent water and wastewater for
compliance with the Idaho Rules for Public Drinking Water Systems (IDAPA 58.01 .08)
and the Wastewater Rules (IDAPA 58.01 .16). QLPE comments and approval will be
provided as outlined in the project description.
OWNER PROVIDED INFORMATION AND RESPONSIBILITIES
The following data and/or services are to be provided by the Owner without cost to
Consultant.
1 . Written notification via email that plans are ready for review.
2. Notification of the sheet(s) to be reviewed by QLPE.
3. Digital copies of the Owner approved plan sets uploaded to Accela Customer
Access portal.
4. A scanned and/or digital copy of the Will Serve Letter being submitted to DEQ for
Consultant records.
5. Coordination of QLPE written response of unapproved plans with the
developer/engineer. After initial contact, the Owner may direct the
developer/engineer to contact Consultant directly.
6. Submittal of approved plans and QLPE Checklist to the DEQ Boise Regional
Office.
TIME OF COMPLETION
Plan Check
The following schedule is based on an email notification from the Owner of a request for
QLPE plan review.
• Consultant will be notified by the Owner that plans are ready to be reviewed and
that they are available for download via Accela Customer Access portal.
• Consultant will review each plan set and issue an approval or comment letter in
accordance with IDAPA and Owner requirements will be provided electronically
within five working days of the receipt of plan set from Owner. Approval Letters
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will include a complete, sealed, dated, and signed copy of the DEQ QLPE
Checklist.
• Consultant will upload approved plans within one working day of the QLPE
approval letter to the Accela Customer Access portal.
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Attachment B
MILESTONE / PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed the City's
annual budget for QLPE Services. Fees will be billed for actual plan sheets review at
the rates listed below. Fees will be billed monthly for completed QLPE reviews only.
TASK DESCRIPTION AMOUNT
A QLPE Plan Review (Reviewable Sheet) — Yr. 1 $290.00
B QLPE Plan Review (Reviewable Sheet) — Yr. 2 $298.70
C QLPE Plan Review (Reviewable Sheet) — Yr. 3 $307.66
D QLPE Plan Review (Reviewable Sheet) — Yr. 4 $316.89
E QLPE Plan Review (Reviewable Sheet) — Yr. 5 $326.40
Fees may be adjusted up to 3% once per year on October 1 st to account for inflation.
Keller must submit any increase to the City's Development Services Manager no later
than September 1st of the preceding fiscal year requesting approval. Any request must
include documentation substantiating the requested fee increase. Any subsequent fee
increase must be mutually agreed to in writing.
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