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
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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