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HDR Engineering, Inc. - Traffic Engineering Services On-Call (Agreement No. 21-045)
PROFESSIONAL SERVICES AGREEMENT Traffic Engineering Services On -Call Agreement No. 21-045 THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and HDR Engineering, Inc., hereinafter referred to as "Consultant," on the I I I"\ day of Q±g ��I` , 2021. 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. WHEREAS, the City has, consistent with RCW 39.80, published an announcement related to its need for Architectural and Engineering services, evaluated Consultant's current performance data, and has determined that Consultant is the most highly qualified firm to perform the Architectural and Engineering services related to Traffic Engineering Services; and WHEREAS, the City's Public Works Director finds that the Agreement with Consultant is both fair and reasonable in light of the duties to be performed, the Consultant's performance data, and the nature and complexity of the project. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scone of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor, materials, facilities and equipment 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"). Standard of care for Consultant's services shall be the care and skill ordinarily used by members of Consultant's profession practicing under the same or similar circumstances at the same time and in the same locality. 2. Term. This Project shall begin on the execution date listed above and promptly be completed by 12/31/2022. Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 1 of 10 3. Compensation and Payment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. 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 Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses 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. 3.4 The City shall pay the Consultant for all work performed and expenses incurred under this Agreement, as follows. ® Hourly (Multiple Rate): Such rates as identified on Exhibit B, plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $50,000.00 without the prior written authorization by the City. 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the City may require, shall furnish to the City such statements, records, studies, surveys, reports, data, and information as the City may request pertaining to matters covered by this Agreement. 4.2 The Consultant shall, at any time during normal business hours and as often as the City or the Washington State Auditor may reasonably deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the City, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City shall receive a copy of all audit reports made by the agency or firm as to the Consultant's activities. The City may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Consultant's activities which relate, directly or indirectly, to this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration documents necessary for the performance of its work and for the execution of services at its own expense, and shall maintain its validity. Upon Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 2 of 10 request, the Consultant shall deliver to the City copies of these licenses, registration documents, and permits or proof of their issuance or renewal. 4.4 Consultant shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement, and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit as provided above. 4.5 The Consultant shall retain all books, records, documents or other material relevant to this Agreement for three (3) years after its expiration. Consultant agrees that the City, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. 5. Ownership and Use of Documents. 5.1 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 modification or reuse of the work product by City for purposes other than those intended by this Agreement shall be at City's sole risk and without liability to Consultant. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the services under this Agreement, or embedded in with the materials, products and services provided thereunder, shall remain the property of the Consultant subject to a license granted to the City for their continued use of the products and services provided under this Agreement. 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. 5.2 In 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. The summary of services provided shall be prepared at no additional cost, if the Agreement is terminated through default by the Consultant. 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. Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 3 of 10 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 6.2 If the Consultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant shall respond to the request by the City for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. 6.3 In the event the City receives a public records request for protected work product of the Consultant within its possession, the City shall, prior to the release of any protected work product or as a result of a public records request or subpoena, provide Consultant at least ten (10) business days prior written notice of the pending release and to reasonably cooperate with any legal action which may be initiated by the Consultant to enjoin or otherwise prevent such release. 7. Independent Contractor Relationship. 7.1 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 implementation of services will lie solely with the discretion of the Consultant. No agent, employee, officer or representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 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, such approval will not be unreasonably withheld or delayed, and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.1 The definition requirements of RCW 50.04.140 (Employment Security). Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 4 of 10 7.3.2 RCW 51.08.195 (Industrial Insurance). 7.3.3 Obtain a City of Pasco business license. 7.4 The City may, at its sole discretion, require the Consultant to remove any employee, agent or servant from employment on this Project who, in the City's sole discretion, may be detrimental to the City's interest. 8. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from any failure of Consultant to meet the professional standard of care legally required or reasonably expected under the circumstances, except for injuries and damages caused by the sole negligence of the City. 8.2 However, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant, and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8.3 No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8.4 This indemnification shall include damages, penalties and attorney fees sustained as a result of Consultant's delayed or failed performance of Section 6 above. 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subcontractors. The Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types and coverage described below: Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 5 of 10 9. 1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 9.1.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 9.1.4 Professional Liability insurance appropriate to the Consultant's profession. 9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 9.2.2 Commercial General Liability insurance shall be written with limits no less than: ® $2,000,000 each occurrence; and ® $2,000,000 general aggregate; 9.2.3 Professional Liability insurance shall be written with limits no less than: © $2,000,000 per claim; and ® $2,000,000 policy aggregate limit; 9.3 Other Insurance Provision. The Consultant's Automobile Liability, Professional Liability, and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.1 The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 6 of 10 9.5 Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including, but not necessarily limited to, the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 9.6 Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 9.7 City Full Availability of Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. 9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five (5) business days notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Consultant shall ensure that applicants are employed, and that employees are treated during employment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 7 of 10 Agreement. For breach or violation of this warranty, the City shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 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. 12.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 10, Nondiscrimination; proper bidding procedures where applicable; and all local, State and Federal statutes, ordinances and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement, must have prior written approval by the City. 13. Termination. 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. 13.2 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. 14. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided for in this Agreement shall be sent by: 14.2.1 Personal service upon the Project Administrators; or 14.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 8 of 10 14.3 The Project Administrator for the purpose of this Agreement shall be: 14.3.1 For the City: 14.3.2 For the Consultant 15. Dispute Resolution. Steve M. Worley, P.E., or his/her designee Public Works Director 525 North 3rd PO Box 293 Pasco WA 99301 WorleyS@pasco-wa.gov (e-mail address) Sean Messner, P.E., or his/her designee Project Manager 835 N Post St, Suite 101 Spokane, WA 99201 Sean.Messnerghdrinc.com (e-mail address) 15.1 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. 15.2 In 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 RC W 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. 16. Nonwaiver. 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. 17. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 18. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. 19. Construction Procedures. Consultant's observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents. Consultant shall not control or have charge of, and shall not be responsible for, construction Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 9 of 10 means, methods, techniques, sequences, procedures of construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. Consultant shall not be responsible for the acts or omissions of the contractor or other parties on the project. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY OF PASCO, WASHINGTON CONSULTANT ATTEST: �7:" - x'100_ Debra C. Barham, City Clerk APPROVED AS TO FORM: 4!er—r—Fe r so , City Attorney for Rob Berman — Senior Vice President Professional Services Agreement — HDR Engineering, Inc. Agreement No. 21-045 Traffic Engineering Services On -Call Page 10 of 10 EXHIBIT A HDR — City Traffic Engineering On -Call Services Design • Responsible for Capital Programs traffic design o Either review or preparation/approval ■ Signing, marking, signal modifications, ADA, etc. • Review WSDOT designs o Impacting City roadways ■ Roadway design & traffic control • Review outside agency designs impacting City roadways • Leading traffic specific designs o Sign replacements, HSIP designs, SRTS designs, etc. Operations • Maintain/Develop traffic count program o Entire City in 2-3 years ■ Daily traffic counts, truck/classification counts, select intersection counts o Develop database to incorporate outside studies ■ Developer studied intersection counts ■ WSDOT/BFCOG counts • Develop/review signal timing for select corridors o Develop/refine coordination patterns on main arterials o Review/incorporate pedestrian timings o Compare signal timings to existing counts and field data ■ Field modify/verify timings • School district coordination efforts o School zone beacons ■ Coordinate with school districts for yearly plans • Holidays, half -days, etc. o Refine/develop safe walking routes to school • RRFB's and feedback signs o Verify calibration of all beacons • Perform necessary traffic sign and signal warrants o As needed, pending location • Develop/review citywide safety o Crashes by location and severity o Used to develop grants and small safety improvement projects • ADA transition plan o Lead or be involved with ADA transition plan ■ ADA ramps and pedestrian signal crossings • Develop/maintain requirements for street lighting o Corridor or need basis Maintenance • Coordinate/manage maintenance field crews o Signing, Marking, Signals, RRFB's, HAWK's, Beacons, ITS, Lighting • Manage maintenance budget o Hours/personnel needed for each discipline o Anticipate needed parts (controllers, signs, etc.) o Fleet management (if no fleet manager) • Maintain maintenance record o Per MUTCD and/or ITE guidance ■ Maintain an agreed upon service (LOS C or LOS D, etc.) • Helps develop maintenance budget • Develop/maintain replacement plans o Signs o Signals/RRFB's/HAWK'S/Beacons ■ Controllers/cabinets, wiring, conduit, steel o Lighting ■ Cabinets, LED conversion, HPS replacement, wiring, steel Development • Coordinate with Community Development for development review o Concurrency per RCW o Coordinate development projects with Capital projects o Coordinate review of City development projects with impacted jurisdictions o Ensure operations are reviewed and acceptable improvements are justified • Coordinate with neighboring jurisdictions o Development reviews in other jurisdictions • Economic Development o Coordinate land use decisions with transportation systems • Development design review o Signing & marking, and general roadway design for turn lanes & sidewalks o Traffic Control Plans • Permit review o Traffic Control Plans from utilities, contractors, etc. Planning • Assist with federal, state, and local MPO grants as needed o Take the lead on HSIP, Bike/Ped, and SRTS grants • Long Range planning o Coordinate with Community Development for Comp Plan ■ Transportation section ■ Capital Facilities section ■ Economic Development section o Coordinate with BFCOG ■ Provide City input ■ Coordinate with neighboring jurisdictions ■ Be part of the technical advisory groups ■ Make sure lines across boundaries are the same o Coordinate with WSDOT ■ Local programs for grants ■ Planning office for corridor improvements o Coordinate with neighboring jurisdictions ■ Other Comp Plans ■ Other arterial master plans ■ Bike/Ped networks o Coordinate with Ben Franklin Transit ■ Routes, stops, improvements ■ If they use signal priority... added to maintenance • Short Range Planning o Coordinate with Community Development for development review ■ Concurrency per RCW ■ Coordinate development projects with Capital projects ■ Coordinate review of City development projects with impacted jurisdictions ■ Ensure operations are reviewed and acceptable improvements are justified o Coordinate with WSDOT ■ Signal timing plans and ADA improvements o Coordinate with neighboring jurisdictions ■ Other arterial master plans ■ Development reviews in other jurisdictions ■ Bike/Ped networks ■ Signal timings EXHIBIT B Compensation for CONSULTANT'S services under this Agreement shall be on the basis of Direct (Actual) Labor Costs times a factor of 2.77 for the services of CONSULTANT'S personnel engaged on the Project, plus Reimbursable Expenses, estimated to be a not -to -exceed total amount of $50,000. Direct Labor Cost shall mean salaries and wages, (basic and overtime) paid to all personnel engaged directly on the Project. The Direct Labor Costs and the factor applied to Direct Labor Costs will be adjusted annually as of the first of every year to reflect equitable changes to the compensation payable to the Consultant. Reimbursable Expense shall mean the actual expenses incurred directly or indirectly in connection with the Project for transportation travel, subconsultants, subcontractors, technology charges, telephone, telex, shipping and express, and other incurred expense. City of Pasco: Traffic Engineering On -Call C:\Users\smessner\Desktop\Pasco\Traffic On-call\Fee\Pasco_Traffic_Eng_oncall_ESTIMATE_9-16-21.xlsm STAFF PROJECT ROLE BILLING RATES 1 Marshall, Scott R Project Principal $221.85 2 Messner, Sean Darl Project Manager $199.94 8 Finn, Maureen C Adminstrative Assistant 3 $115.64 9 Young, Gudrun E Adminstrative Assistant5 $148.36 C:\Users\smessner\Desktop\Pasco\Traffic On-call\Fee\Pasco_Traffic_Eng_oncall_ESTIMATE_9-16-21.xlsm