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HomeMy WebLinkAbout06- Water Right Solutions Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT WATER RIGHTS ACQUISITION SERVICES THIS IS AN AGREEMENT made as of 7./ ~y .2006, between THE CITY OF BOZEMAN, a Municipal Corporation, P.O. Box 1230, Bozeman, Montana, 59715 (OWNER) and Water Right Solutions Inc., with office at 303 Clarke Street, Helena, MT 59601 (CONSULTANT). Whereas the accomplIshment of the work and services described m this Agreement IS essential to the OWNER'S pubhc works improvement program. Whereas the OWNER mtends to and has selected the CONSULTANT to provide necessary and professlOnal water nghts consultmg services for the project. Whereas the CONSULTANT represents that It IS willing and qualIfied to perfonn the professional services for this project described In tillS Agreement. Therefore, In consideratiOn of the foregomg reCitals and the mutual covenants and condltlOns contamed herem, the parties agree as follows' ARTICLE 1- CONSULTING SERVICES I I The detailed descriptIOn of the specific prOject components 1S described 111 ArtIclc 4 of this agrccmcnt. ARTICLE 2 - CONSULTANT'S RESPONSIBILITIES 2.1. CONSULTANT shall perform for OWNER profcsslOnal servlccs In all phases of the Project to which this Agreement applIcs as herem after provlded. Thesc scrvlecs Will mclude, but not be limlted to, servmg as OWNER's profeSSIOnal representatlVe for the Project, providing professional consultation and adv1ce and furn1shll1g customary scrvlces mC1dental thereto 2.2. Thc CONSULTANT shall furn1sh all labor, matenals, equipment, supphes, and inC1dentals necessary to conduct and complete the CONSULTANT'S portIOns of the Project and to prepare and deliver to the OWNER all data, reports, documents and recommendatIOns as dcslgnated herem. 2.3 Thc CONSULTANT shall ascertall1 such lI1formatIon as may have a beanng on the work from local units of governmcnt, public, and pnvate organIzatIOns and shall be authOrIzed to procure mformatlOn from other authOritIes as to thc extent of these contacts and thc rcsults thereof 2.4. Thc CONSULTANT'S work shall be 111 accordancc With all apphcablc standards ofpract1ce 2.5. The CONSULTANT shall name a Principal-In-Charge for the duratIOn of the proJcct. Thc Prlnclpal-In-Chargc shall be DaVId M Schmldt. ARTICLE 3 - OWNER'S RESPONSIBILITIES 3.1 The OWNER shall namc a Task Director who shall be the lialson between thc CONSULTANT and thc OWNER dunng the Project. The Task DIrcctor deslgnated shall be Rick HIxson, P.E. 3.2 The OWNER shall have the right ofrevlcw and examinatIOn of the CONSULTANT'S work at all tImes. 3.3 Thc OWNER shall make available to the CONSULTANT all rccords and documcnts relatmg to the C1ty'S existing water nghts as wcll as future needs and plans for the cIty's water treatment and dIstributIOn system. 10fS ARTICLE 4 - BASIC CONSULTING SERVICES The CONSULTANT shall render professional water rights services as follows: 4.1 Scope of Work. The City seeks to retain the services of the Water Right Solutions, Inc. (WRSI) and WRSI agrees to provide to the City the following described services and scope of work: WRSI will provide general water-right consulting services as requested and directed by the City. Such services may include, but are not necessarily limited to, conducting site visits and investigations necessary to map and analyze existing water rights held by the City or to evaluate water rights that the City may want to acquire. If necessary, WRSI will prepare documents necessary to affect changes in existing water rights or acquire new water rights to augment existing City water rights. WRSI may also provide expert testimony at contested hearings or at other venues, as directed by the City. Work will proceed as mutually agreed between the parties as projects proceed. 4.2 Personnel. WRSI may employ such employees as it deems necessary to operate its business affairs to complete the Scope of Work set forth above or any other work as directed by the City. If WRSI enters into any subcontract with an outside firm or person for particular tasks or particular expertise needed to complete the Scope of Work or any other work directed by the City, such subcontracts shall be subject to the approval of the City. WRSI shall have the right to supervise and direct all work performed by any such subcontractors and the costs and fees of the subcontractors shall be paid by the City so long as subcontracts are approved by the City or were included in the original Scope of Work. ARTICLE 5 - COMPENSATION FOR SERVICE 5.1 AGREEMENT FOR BASIC SERVICES AND EXPENSES OF CONSULTANT Compensation. In consideration of the services rendered to the City as set forth in the Scope of Work, the City agrees to compensate WRSI as follows: a. Fees. All general consulting fees (including travel) shall be billed at the rate of $90.00 per hour. Any mediation or dispute resolution services shall be billed at a rate of$125.00 per hour. Testimony billed at $170.00 per hour. b. Expenses. City agrees to compensate WRSI for reasonable expenses incurred in performing the Scope of Work including, but not by way oflimitation: copies, postage, federal express, telephone charges, fax charges, use of automobile (at $0.60 per mile), parking, meals, and filing fees. In lieu of actual costs for meals, WRSI may charge a reasonable per diem rate. The general overhead costs of operating WRSI's business (e.g., office space, utilities, phone calls, faxes, etc.) are included in the hourly fees and shall not be billed to the City as expenses. ARTICLE 6 - MEANING OF TERMS 6.1 AGREEMENT As uscd herein the tenn "this Agreement" refers to thc contcnts of this documcnt and its Exhibits attach cd hcrcto and referred to as if they were part of one and thc same document. ARTICLE 7 - PAYMENT PROVISIONS 7.1 TIMES OF PAYMENTS. CONSULTANT may submit monthly statements for Basic Services and approved Additional Services rendered and for Reimbursable Expenses incurred. If OWNER disputes the amount of the billing, OWNER will notify the CONSULTANT in writing within ten (10) calendar days ofthc reccipt of bill ofthc dispute. 20f5 7.2 REQUESTS FOR PAYMENT. Each request for payment shall inelude a documentation summary of thc period incremental man hours incurred, direct labor ratcs and billed ratcs, detail of rcimbursable costs, total period billing, and total cumulative billing. When requested by OWNER services for distinct project segments shall be accounted and billed scparately. 7.3 PAYMENT UNDER TERMINATION. In the event of termination of the Agreement, the City shall still be liable to WRSI for fees and expenses incurred prior to the date of receipt of the Notice of Termination, and WRSI agrees to remit to the City any advance balance remaining in the City's advance account not used for duly incurred fees and expenses. ARTICLE 8 - GENERAL CONSIDERATIONS 8.1 TERMINATION OF AGREEMENT 8.1 Either party may terminate this Agreement upon providing the other party thirty (30) days prior written notice of the intent to terminate the Agreement. 8.2 INSPECTION AND AUDIT All books, papers, records, payrolls, vouchers and invoices relating to costs and expenditures incurred as to thc performance of the serviccs by the CONSULTANT hereunder shall be made available to the OWNER, or their authorized rcprcsentatives for audit and review, at the CONSULTANT'S respective offices at all reasonable timcs during thc contract period and for three years from thc date of final payment. 8.3 EMPLOYMENT Thc CONSULTANT warrants that he has not cmploycd or rctaincd any company or pcrsons, othcr than a bona fide cmployee, working solely for the CONSULTANT, to solicit to sccure this contract, and that hc has not paid or agrccd to pay any company or person, other than bona fidc cmployccs working solely for thc CONSULTANT, any fcc, commission, percentage, brokerage fee, gifts or any other considerations contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the OWNER shall have the right to annul the Contract without liability or in its discrction to dcduct from the price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingcnt fce. All employccs of thc CONSULT ANT or other persons while engaged in the performance of work or services required by thc CONSULTANT shall be considered employccs ofthc CONSULTANT only and not ofthc OWNER. 8.4 NONDISCRIMINATION The CONSULTANT will not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status, national origin or disability in employmcnt or provision of scrviccs. Thc CONSULTANT shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, Unitcd Statcs Codc, and all regulations promulgated there under. 8.5 SUBLETTING OR ASSIGNING OF WORK The CONSULTANT shall not sublet or assign any of the work covered herein without prior written approval of the OWNER. 8.6 STANDARD OF CARE In providing services under this agrccment, the CONSULTANT will perform in a manner consistent with thc dcgrcc of care and skill ordinarily cxcrciscd by members of the same profession currently practicing under similar circumstances. If any scrvice should be found to be not in conformance with this standard, the CONSULTANT shall, at the OWNER's rcqucst, re-perform the service at its own expense. CONSULTANT shall also, at its own expense, make such changes, modifications or additions to the project which arc madc ncccssary as a rcsult of thc initial non-performance or the re- performance of services. The OWNER's rights hercin are in addition to any other remedics the OWNER may havc under the law. 3 of 5 8.7 LEGAL RELATIONS 8.7.1 Thc CONSULTANT shall comply with all Federal, Statc, and Local laws and ordinances applicable to the work to be done. 8,7.2 The CONSULTANT will indemnify the City, its agcnts, officials, and employces, against all suits or claims that may bc based on any injury to persons or property that is the result of an error, omission or ncgligent act ofthc CONSULTANT or any person employed by the CONSULTANT. 8.7,3 The CONSULT ANT shall perform this agreement as an indcpendent contractor, and as such, is responsible to the OWNER only as to the results to bc obtained in the work herein specified. The CONSULTANT shall havc and maintain complete control over all of its employees, subcontractors, agcnts and operations, being responsiblc for any required payroll deductions and providing required benefits, such as, but not limitcd to, worker's compcnsation with statutory limits, and unemployment Insurance. 8.8 INSURANCE CONSULTANT agrces to keep in forcc during the entire period of this Agrccment professional liability insurance and such general liability insurance as will protect it and the City from claims, including claims under worker's compensation and other employee bcnefit Jaws that arc applicable, for bodily injury and death, and for property damage that may arise out of work undcr this agreement whether directly or indirectly by CONSULTANT, or directly or indirectly by sub~ contractors hired by CONSULTANT. Minimum liability limits shall not be less than $1.0 million general liability and $1.0 million automobile liability. CONS UL T ANT shall provide proof of workers compensation insurance at thc State statutory limits, unless CONSULTANT provides an exemption from the State Departmcnt of Labor & Industry. Thc City has the right to requirc that the City bc named as an additional insured under said insurance coverage. 8.10 OWNERSHIP OF DOCUMENTS The parties admit and agree the documents produced under this agreement are not intended or represented to be suitable for reuse by OWNER or any othcr individual on any other project. Any reusc without written verification or adaptation by CONSULTANT will be at OWNER's sole risk and without liability or legal exposurc to CONSULTANT, or to CONSULTANT'S independent professional associates or consultants, Files in electronic media format of text, data, graphics, or of other types that are fumished by CONSU L T ANT to OWNER are only for convenience of owner. Any conclusion or information obtained or derived from such electronic files will be at the uscr's sole risk. 8.11 PU BLIC INFORMATION The CONSULTANT shall not issue any statements, releases or information for public dissemination without prior approval of the OWNER. 8.13 RECORDS The CONSULTANT shall maintain accounting records and othcr evidence pertaining to the cost incurred and to make thc rccords available at all reasonable times during the Contract tcrm and for one (I) year from the date of final payment. Such accounting records and other evidcnce pertaining to the cost incurred will be made available for inspections by OWNER. 8.14 SUCCESSORS IN INTEREST The covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, pcrsonal reprcscntatives, successors and assigns ofthc respective parties. 8.15 ATTORNEY'S FEES AND COSTS That in the event it becomes necessary for either Party of this Contract to retain an attorney to cnforce any of the terms or conditions of this Contract or to givc any notice requircd hcrein, then the prevailing Party or thc Party giving notice shall be cntitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 40f5 8.16 MODIFICATIONS AND AMENDM ENTS That any amendment or modification of this Contract or any provisions herein shall be made in writing or executed in the samc manner as this original document and shall after cxccution bccomc a part of this Contract. In witness Whereof, the Parties hereto do make and execute this Agreement. CITY OF BOZEMAN, MONTANA CONSUL T ANT By~J( ~. BY~~~~ David M. Schmidt, Principal ITS: C:rr'( M /J )I j!. (rf:fl DATE: 7( ).r/~ { DATE: , - \ l.\. - La O~ (City Clerk) ATTEST: B:G 50f5