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HomeMy WebLinkAboutDave Hare - Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and Dave Hare , hereinafter referred to as "Consultant." RECITALS WHEREAS, the City desires to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities, including: technical and professional expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor necessary for full performance thereof, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in Exhibit A, attached hereto and incorporated herein (the "Project"). The City and Contractor shall mutually agree upon the work schedule, tasks and other assignments which shall fall within the contractor's scope of work. 2. Compensation and Payment. 2.1 Payment for services provided hereunder shall be made following the performance of such services. The City shall pay the Contractor $50.00 per hour and such payment shall be full compensation for work performed or services rendered. 2.2 No payment shall be made for any services rendered by the Contractor except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. Professional Services Agreement- " " (consultant or project name) Page 1 2.3 The City shall pay the Contractor for work performed under this Agreement upon timely submitted invoices listing the dates/hours of work performed and expenses if any, for which reimbursement is sought. The City shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3. City Property. 3.1 Contractor acknowledges and agrees that while performing work for the City, the Contractor may be provided with use of office space, computer equipment, and other property of the City deemed necessary by the Fire Chief. The use and possession of such items shall be subject to any policies, requirements or restrictions established by the City. Such items may only be used in the performance of the Contractor's duties for the City. ON request of the City, the Contractor shall immediately deliver any such items to the City. Upon termination of this agreement, Contractor shall have the affirmative duty to return any such items to the City whether a request is made or not. The obligation to return City property shall extend to and include any and all work products. 4. Ownership and Use of Documents. 4.1 All research, tests, surveys, preliminary data, information, drawings and documents made, collected, or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as "work product," shall be deemed as the exclusive property of the City, including copyright as secured thereon. Any work product used by the Consultant in the performance of these services which it deems as "confidential," "proprietary," or a "trade secret" shall be conspicuously designated as such. 4.2 hi the event of Consultant's default, or in the event that this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed 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. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 5. Independent Contractor Relationship. 5.1 The parties intend that an independent contractor relationship is created by this Agreement. The City is interested primarily in the results to be achieved; subject to the scope of services and the specific requirements of this Agreement. The Contractor shall not be deemed to be an employee, agent, or officer of the City for any purpose, and shall not be entitled to any of the benefits or privileges the City provides for its employees except as specifically stated herein. Professional Services Agreement- " " (consultant or project name) Page 2 5.2 In the performance of the services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 5.3 The Consultant shall comply with all State and Federal laws in performance of the services contemplated herein. 6. Assignment and Subcontracting. 6.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant shall not assign (or subcontract other than as specifically identified in Exhibit A) its performance under this Agreement or any portions of this Agreement without the prior written consent of the City, which consent must be sought at least thirty (30) days prior to the date of any proposed assignment. 7. Termination. 7.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business day's written notice in advance of the effective date of such termination. 7.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 8. Dispute Resolution. 8.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. Professional Services Agreement- " " (consultant or project name) Page 3 15.2 hi the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, 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 resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 9. Nonwaiver. 9.1 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 similar event or other provision of this Agreement. 10. Inteeration. 10.1 This Agreement between the parties consist in its entirety of this document and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 11. Authorization. 11.1 By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. CITY OF PASCOWASHINGTON ave ZaFeelI, City Manager AT + ST: Debbie etark, City ClerkF/9/1.0o 4n,da Er'Z600 APPROVED AS jO FORM: Lelan err, City Attorney Professional Services Agreement- " " (consultant or project name) Page 4