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HomeMy WebLinkAboutQuality Counts - Engineering/Consulting Svs re Oregon Ave Corridor Traffic countsPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into between the City of Pasco, hereinafter referred to as the "City", and QUALITY COUNTS hereinafter referred to as the "Consultant". WHEREAS, the City desires to engage the professional services and assistance of a consulting firm to provide engineering and consulting services with respect to the Oregon Avenue Corridor Traffic Counts. NOW, THEREFORE, in consideration of mutual benefits accruing, it is agreed by and between the parties hereto as follows: 1. Scone 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. 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 by the Consultant shall not be considered public records, provided, however, that: A. All final reports, presentations and testimony prepared by the 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. B. The City shall have the right, upon reasonable request, to inspect, review and, subject to the approval of the Consultant, copy any work product. C. In the event that the Consultant shall default on this Agreement, or in the event that this contract shall be terminated prior to its completion as herein provided, the work product of the 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 contract. The summary of work done shall be prepared at no additional cost, if the contract is terminated through default by the contractor. If the contract is terminated through convenience by the City, the City agrees to pay contractor for the preparation of the summary of work done. 3. Payments. The Consultant shall be paid by the City for completed work for services rendered under this Agreement as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment for work accomplished under the terms of this Agreement shall be on a time and material basis as set forth on the fee schedule found in Exhibit A, provided, in no event shall the payment for all work performed pursuant to this Agreement exceed the sum of $5,830.00 without approval from the City. B. All vouchers shall be submitted by the Consultant to the City for payment pursuant to the terms of this Agreement. The City shall pay the appropriate amount for each voucher to the Consultant. The Consultant may submit vouchers to the City monthly during the progress of the work for payment of completed phases of the project. Billings shall be reviewed in conjunction with the City's warrant process. C. The costs records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City for a period of three (3) years after final payment. Copies shall be made available upon request. 4. Time of performance. The Consultant shall perform the work authorized by this Agreement promptly and before October 15, 2012. 5. Hold harmless agreement. In performing the work under this contract, the Consultant agrees to defend the City, their officers, agents, servants and employees (hereinafter individually and collectively referred to as "Indemnitees"), from all suits, claims, demands, actions or proceedings, and to the extent permissible by law, indemnify and hold harmless the hidemnitees from: A. All damages or liability of any character including in part costs, expenses and attorney fees, based upon, any negligent act, error, or omission of Consultant or any person or organization for whom the Consultant may be responsible, and arising out of the performance of professional services under this Agreement; and B. All liability, loss, damage, claims, demands, costs and expenses of whatsoever nature, including in part, court costs and attorney fees, based upon, or alleged to be based upon, any act, omission, or occurrence of the Consultant or any person or organization for whom the Consultant may be responsible, arising out of, in connection with, resulting from or caused by the performance or failure of performance of any work or services under this Agreement, or from conditions created by the Consultant performance or non-performance of said work or service. 6. General and professional liability insurance. The Consultant shall secure and maintain in full force and effect during performance of all work pursuant to this contract a policy of comprehensive general liability insurance providing coverage of at least $500,000 per occurrence and $1,000,000 aggregate for personal injury; $500,000 per occurrence and aggregate for property damage; and professional liability insurance in the amount of $1,000,000. Such general liability policies shall name the City as an additional insured and shall include a provision prohibiting cancellation of said policy, except upon thirty (30) days written notice to the City. The City shall be named as the certificate holder on the general liability insurance. Certificates of coverage shall be delivered to the City within fifteen (15) days of execution of this Agreement. 7. Discrimination prohibited. Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, national origin or physical handicap. 8. Consultant is an independent contractor. The parties intend that an independent contractor relationship will be created by this Agreement. No agent, employee or 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 contract. 9. City approval. Notwithstanding the Consultant's status as an independent contractor, results of the work performed pursuant to this contract 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 the Consultant's proposal 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 contractor 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 contract, 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 contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion to deduct from the contract 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. Should any dispute arise concerning the enforcement, breach or interpretation of this Agreement, venue shall be placed in Franklin County, Washington, the laws of the State of Washington shall apply, and the prevailing parties shall be entitled to its reasonable attorney fees and costs. 16. Notices. Notices to the City of Pasco shall be sent to the following address: City of Pasco P. O. Box 293 Pasco, WA 99301 Notices to the Consultant shall be sent to the following address: Quality Counts, LLC 16285 SW 85th Avenue, Suite 302 Tigard, OR 97224 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 DAY OF 2012 ATTEST QUALITY COUNTS c Michael ks,4Quality Counts APPROVED AS TO FORM Debbie Clark, City Clerk Leland B. Kerr, City Attorney ESTIMATE ESTIMATE M 107902 DATE: 8/23/2012 BILL TO: City of Pasco, WA 525 N third Ave Pasco, WA 99301 5095435738 EXHIBITA Quality Counts U00 ORDER NO ORDER DATE PROJECT NO PAYMENT TERMS ORDER BY 107902 7/27/2012 Oregon Ave Corrridor Due on receipt Ahmad Qayoumi QTY DESCRIPTION DATE RATE TOTAL 48 1 -Person Turning Movement Count $110.00 $5,280.00 16 Locetion(s) for time pedod(s): AM Peak (Mid), PM Peak (Mid), 11:00 AM - 1:00 PM (P lid) - Oregon Ave -• E James Street, Pasco, WA - Oregon Ave -- City View Cemetery Access, Pasco, WA - Oregon Ave — Superior Street, Pasco, WA - Oregon Ave — Salt Lake Street, Pasco, WA - Oregon Ave — Spokane Street, Pasco, WA - Oregon Ave — Broadway Street, Pasco, WA - Oregon Ave -- Bonneville Street, Pasco, WA - Oregon Ave -- Clark Street, Pasco, WA - Oregon Ave — Lewis Street, Pasco, WA - Oregon Ave -- Columbia Street, Pasco, WA - Oregon Ave •- Hagerman Street, Pasco, WA - Oregon Ave -- Marvin Street, Pasco, WA - Oregon Ave -- Lytle Street, Pasco, WA - Oregon Ave -- Holden Street, Pasco, WA - Oregon Ave — A Street, Pasco, WA - Oregon Ave -- E Ainsworth Street, Pasco, WA 1 Travel $550.00 $550.00 Quality Counts, LLC 16285 SW 85th Ave, Suite 302 Tigard, OR 97224 (877) 580-2212 (503) 620-4545 (fax) qualhycounts.net Page 1 of 1 TOTAL $5,630.00 BALANCE DUE $5,830.00