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HomeMy WebLinkAboutMeier - PSA - 2013 Tri-Cities Animal Shelter PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into between the City of Pasco, hereinafter referred to as the "City", and Meier Architecture • Engineering hereinafter referred to as the "Consultant". WHEREAS, the City desires to engage the professional services and assistance of a consulting firm to provide a Due Diligence Report with respect to the Tri-Cities Animal Shelter Site, and Consultant has demonstrated that it is highly qualified to perform these services. NOW, THEREFORE, in consideration of mutual benefits accruing, it is agreed by and between the parties hereto as follows: 1. Scope of work. The scope of work shall include all services and material necessary to accomplish the above mentioned objectives in accordance with Exhibit A. 2. Ownership and use of documents. A. The parties acknowledge that this Agreement shall be governed by RCW Chapter 42.56 and any other State or Federal law relating to confidentiality, intellectual properties, and public disclosure. The parties shall make a good faith effort to comply with such laws, and to the fullest extent allowed by law, comply with the provisions of this section. B. All research, tests, surveys, preliminary data and any and all other work product prepared or gathered by the Consultant in preparation for the services rendered shall not be considered public records,provided, however,that: (1) All final reports, presentations and testimony prepared by Consultant shall become the property of the City upon their presentation to and acceptance by the City and shall at that date become public records. (2) The City shall have the right, upon reasonable request, to inspect, review and, subject to the approval of Consultant, copy any work product. (3) In the event that Consultant shall default on this Agreement, or in the event that this Agreement shall be terminated prior to its completion as herein provided, the work product of Consultant, along with a summary of work done to date of default or termination, shall become the property of the City and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of work done shall be prepared at no additional cost, if the Agreement is terminated through default by Consultant. If the Agreement is terminated Professional Services Agreement- 1 representative of the Consultant shall be deemed to be an agent, employee or representative of the City for any purpose. Consultant shall be solely responsible for all acts of its agents, employees, representatives and subcontractor during the performance of this Agreement. Consultant shall make no claims for benefits for employment against the City including, but not limited to, sick leave, medical insurance, coverage under the City's State Department of Labor and Industries policy, vacation benefits, retirement, or unemployment benefits. Consultant shall comply with all State and Federal laws including,but not limited to, the requirements of RCW 50.04.0140 and RCW 51.08.195. 9. City approval. Notwithstanding the Consultant's status as an independent contractor, results of the work performed pursuant to this Agreement must meet the approval of the City. 10. Termination. This being an Agreement for professional services, either party may terminate this Agreement for any reason upon giving the other party written notice of such termination no fewer than ten (10) days in advance of the effective date of said termination. 11. Integration. The Agreement between the parties shall consist of this document and any schedules or exhibits listed in this agreement and attached hereto. These writings constitute the entire Agreement of the parties and shall not be amended except by a writing executed by both parties. In the event of any conflict between this written Agreement and any provision of Exhibit A, this Agreement shall control. 12. Non-waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 13. Non-assignable. The services to be provided by the Consultant shall not be assigned or subcontracted without the express written consent of the City. 14. Covenant against contingent fees. The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award of making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 15. General Provisions. For the purpose of this Agreement, time is of the essence. In the event a dispute regarding the enforcement, breach, default or interpretation of this Agreement, the parties shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be Professional Services Agreement-4 resolved by arbitration pursuant to RCW 7.04A, as amended, and the Mandatory Arbitration Rules (MAR); venue shall be placed in Franklin County, Washington, the laws of the State of Washington shall apply; and the prevailing party shall be entitled to its reasonable attorney fees and cost. In the event any provision of this Agreement is deemed to be unenforceable, the other provisions of the Agreement shall remain in full force and effect. 16. Notices. Notices to the City of Pasco shall be sent to the following address: City of Pasco Attn: Rick Terway P.O. Box 293 Pasco,WA 99301 Notices to the Consultant shall be sent to the following address: Meier Architecture • Engineering 8697 W. Gage Blvd. Kennewick,WA 99336 Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U. S. mails, with proper postage and properly addressed. DATED THIS 2I DAY OF ri�l'U4 , 2013 CITY OF 'A'CO CONSULTANT: By: ask I By: ov� Gary f rutchfie d '. Manager ignature Qom✓4c.^t fz ►c. s V—.MzG.,..t - Printed Name and Title APPROVED AS TO FORM: Leland B. Kerr, City Attorney Professional Services Agreement-5 I � , Exhibit 'A' ARCHITECTURE•EN6INEERINO II AGREEMENT FOR SERVICES CLIENT: Rick Terway City of Pasco PO Box 293 Pasco, WA, 99301 PROJECT: TRI-CITIES ANIMAL SHELTER DUE DILIGENCE REPORT SCOPE: Meier Architecture • Engineering(Meier)will provide the following services: 1. Meet with representatives of the City of Pasco (Client) to verify the work scope, determine deliverables, and Project schedule for the Tri-Cities Animal Shelter Due Diligence Report(Project). 2. The Due Diligence Report will be based on the original floor plan drawings and needs assessment provided in the 2009 study completed by Shelter Planners of America, and will focus on the feasibility of constructing the new Tri-Cities Animal Shelter in Kennewick, WA on two (2) adjacent properties located on the Grant Place cul-de-sac. 3. Meet with the Tri-City Animal Control Authority to discuss the potential Grant Place cul- de-sac location and solicit stakeholder input on requirements, assumptions and measurable objectives. 4. Prepare a conceptual site plan. 5. Walk through the existing Benton County Animal Control Facility located at 1116 N. Grant Place. Meet with Benton County to determine if general facility operations can be conjoined with a new proposed co-located Tri-Cities Animal Shelter. 6. The Due Diligence Report will have an evaluation of the feasibility of the proposed Grant Place site including a summary of the findings of the meetings with Tri-City Animal Control Authority and Benton County Animal Control. The report will also contain a conceptual site plan, an updated Project estimate, an executive summary, and specific recommendations of the suitability of the proposed site. All services not specifically outlined in the scope of work above shall be considered additional services, and shall be subject to a commensurate adjustment to the agreed compensation, which shall be determined by way of a written addendum, signed by the parties, prior to proceeding with the additional work. P12-0325 Rev,2 Page 1 02/12/2013 8697 Gage Boulevard I Kennewick, WA 99336 P: 509.735.1589 I F: 509.783.5075 www.meierinc.com COMPENSATION: Meier will perform these services for a time and materials basis of $4,800. Invoices will be submitted monthly. A 1.5% interest charge will be added for late payment beyond the normal 30 day billing period. Agreement to provide services, as stated, is valid if approved within 30 days of date submitted. Approvals beyond 30 days are subject to re-negotiation of scope and fee. OTHER TERMS AND CONDITIONS: Meier's Standard Business Conditions form a part of this Agreement and are attached hereto, marked Exhibit"A", and incorporated herein by this reference. Thank you for the opportunity to submit this agreement. We look forward to working with you on this Project. If the scope of work above does not adequately reflect your expectations, please let us know. It is our goal to meet your needs and budget on this Project. If you have any other questions,please feel free to contact the undersigned directly. The return of a signed copy of this proposal will authorize us to proceed with this work. APPROV ■ BY: City of '1 c• Meier Architecture • Engineering• Signatur `i ignature Cnv� cu.1AL.-& e. E l� Print Print 2421-1, 02142-/"Zdr=s►3 Date Date P12-0325 Rev.2 Page 2 02/12/2013 Global Excellence by Design www.meierinc.com