PROFESSIONAL SERVICES CONTRACT FOR DATABASE DESIGN

PROFESSIONAL SERVICES CONTRACT FOR DATABASE DESIGN 1. CONTRACT: This contract is entered into by and between Spokane Regional Clean Air Agency (SRCAA) and (CONTRACTOR) to provide certain services to SRCAA. This contract shall become effective on the date it is fully executed. 2. PERFORMANCE/SCOPE OF WORK: 2.1. CONTRACTOR agrees to provide database design services as described in the attached Scope of Work. 2.2. CONTRACTOR will provide written bi-weekly status reports and verbal weekly reviews of ongoing work to the Executive Director, Project Manager, and IT Specialist. Written bi-weekly status reports will include a recap of the work accomplished and the work plan for the next bi-weekly period. CONTRACTOR shall also address issues which may result in completion of deliverables beyond the phases and milestones identified in the schedule or budget. 2.3. Delivery of materials produced shall consist of both the hard copy materials and two (2) electronic copies of any computer files used in the creation of the materials in a PDF format or other format specified by SRCAA. SRCAA may offset from the CONTRACTOR s fee expenses incurred by SRCAA in correcting deliverables not prepared in accordance with this paragraph. 2.4. The CONTRACTOR shall perform the work to conform to generally accepted professional standards. The CONTRACTOR shall be responsible for the professional quality, technical adequacy and accuracy, timely completion and coordination of all plans, designs, drawings and specifications prepared under this contract. CONTRACTOR shall, without additional compensation, correct or revise any errors or omissions in such work. 2.5. SRCAA s approval of plans, drawings and specifications shall not relieve CONTRACTOR of responsibility for the adequacy or accuracy thereof. The CONTRACTOR shall remain liable for damages and costs incurred by SRCAA arising from the CONTRACTOR s errors, omissions or negligent performance of services furnished under this contract. 2.6. Design specifications shall be based on the Caspio cloud based database system and SOAP/REST software packages. If the building and use of the database will require additional or alternate software packages, SRCAA must approve the use these prior to 1

completing the database design. Further, CONTRACTOR shall not produce a design or specification which would be restrictive or written in a manner as to contain proprietary requirements other than those based on performance, unless such requirements are necessary to demonstrate a specific outcome or to provide for necessary interchangeability of parts and equipment. CONTRACTOR shall justify in writing the use of any sole source. Where brand names are identified, they shall be followed by the salient product performance characteristics and the words or approved equal so that comparable quality or utility may be determined. 3. TIME OF PERFORMANCE: Terms of this contract shall govern work performed by CONTRACTOR. This contract shall begin upon signature by all parties and run through the duration of the project or _6 months, unless this contract is terminated earlier as provided for under paragraph 12. Time is of the essence in the performance by the CONTRACTOR of the services required by this CONTRACT. The CONTRACTOR shall complete its services within the phases and milestones set forth in the project schedule. 4. COMPENSATION AND METHOD OF PAYMENT: 4.1. SRCAA will pay the CONTRACTOR at a rate of $ per hour for actual time spent performing services under this contract not to exceed a final total of $ for the term of this contract. CONTRACTOR agrees to accept the fees as set forth in this contract as payment in full for services rendered under this contract. 4.2. CONTRACTOR shall invoice SRCAA monthly. CONTRACTOR shall submit detailed numbered invoices showing title of project, description of work items being invoiced, total authorized, total current invoice, balance of authorization, key personnel s names and titles, hours, hourly rate and all authorized expenses itemized, with backup documentation. 4.3. Payment shall be made through SRCAA s ordinary payment process, and shall be considered timely if made within 30 days of receipt of the invoice. 4.4. CONTRACTOR shall refund any amounts billed under this contract for which payment has been made that are determined as a result of audit or other examination to be ineligible for payment. 5. ASSIGNMENT/KEY PERSONNEL: CONTACTOR s services are personal to SRCAA and CONTRACTOR shall not assign, subcontract, delegate, or transfer any obligation, interest, or claim to or under this contract or for any of the compensation due it hereunder, in whole or in part, without the prior express written consent of SRCAA. CONTRACTOR s key personnel, as described in its proposal, shall remain assigned for the duration of the Project unless otherwise agreed to in writing by SRCAA. 2

6. EQUIPMENT: SRCAA will not provide CONTRACTOR with any office space, materials, or equipment. However, nothing in this paragraph should be construed to prevent CONTRACTOR from using SRCAA s conference room and any equipment installed in that room to conduct tasks detailed in the scope of work. 7. RELATIONSHIP OF THE PARTIES: The parties intend that an INDEPENDENT CONTRACTOR relationship is created by this contract. No agency, employee, servant or representative of the CONTRACTOR shall be deemed to be an employee, agent, servant or representative of SRCAA for any purpose. CONTRACTOR is solely responsible for, and acknowledges compliance with, all laws requiring industrial insurance, unemployment insurance and liability insurance. The CONTRACTOR is solely responsible for any and all tax liability arising out of payments from SRCAA to the CONTRACTOR, and tax liability of payments by the CONTRACTOR to its employees and subcontractors, if any. The CONTRACTOR will be solely and entirely responsible for its acts and for the acts of its agency, employees, servants, subcontractors or representative during the performance of the contract. 8. CONFLICTS OF INTEREST: CONTRACTOR warrants that it has no direct or indirect economic interest which conflicts in any manner with its performance of the services required under this contract. 9. OWNERSHIP OF WORK/RECORDS AND OTHER TANGIBLES: 9.1. All reports, plans, specifications, all forms of electronic media, and data, documents and other work produced by CONTRACTOR in the performance of this contract are the property of SRCAA and CONTRACTOR shall have no ownership in those reports, plans, specifications, forms of electronic media and data, documents and other work. CONTRACTOR warrants that it has authority to, and does assign to SRCAA an irrevocable transfer to SRCAA to use and reuse for any lawful purpose the work products created by the CONTRACTOR in the course of performing these services. CONTRACTOR shall not be responsible for changes made in the work products by anyone other than the CONTRACTOR. CONTRACTOR shall have free right to retain, copy and use any tangible materials or information produced but only for its own internal purposes. 9.2. Until the expiration of six years after the term of this contract, SRCAA or its representatives has the right to audit this contract and CONTRACTOR shall maintain accurate records related to providing services under this contract. CONTRACTOR shall deliver such records to SRCAA upon termination of the contract or otherwise as requested in writing by SRCAA. This paragraph shall survive the termination of this contract. 10. CHANGES: This contract may be modified as to terms of performance, compensation, or other matters upon mutual contract of the parties, which shall become effective only upon written amendment to this contract executed by both parties. 3

11. INDEMNIFICATION AND HOLD HARMLESS: To the maximum extent permitted by law, the CONTRACTOR shall defend, indemnify and hold SRCAA, its officers, officials and employees harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the CONTRACTOR, or the CONTRACTOR s employees, agents, and representatives in performing work and services under this contract, except for injuries and damages caused by the sole negligence of SRCAA. 12. TERMINATION OF CONTRACT: 12.1. SRCAA may terminate this Contract if the CONTRACTOR substantially fails to fulfill its obligations under this Contract through no fault of SRCAA. Any payment due for services satisfactorily performed prior to termination may be offset by SRCAA s anticipated additional costs incurred because of the CONTRACTOR s default. No payment shall be made for anticipated profit on unperformed work. 12.2. SRCAA may terminate this Contract at any time for government convenience in which case it shall provide notice to the CONTRACTOR and reimburse the CONTRACTOR for its costs and fees incurred prior to the notice of termination. 12.3. Upon receipt of a termination notice the CONTRACTOR shall promptly deliver to SRCAA all data, records, deliverables, or other items referenced under paragraph 9 developed while performing this Contract, whether completed or in progress. Note that SRCAA s payment obligation varies depending on whether the termination is for default or for government convenience. 13. JURISDICTION LAWS VENUE: This contract shall be governed by the laws of the state of Washington, and any action to enforce the contract shall be brought in Superior Court in and for Spokane County, WA. 14. NONDISCRIMINATION: No individual shall be excluded from participation in, denied the benefit of, subject to discrimination under, or denied employment in the administration of or in connection with this contract because of race, color, creed, marital status, familial status, religion, sex, sexual orientation, national origin, Vietnam era or disabled veterans status, age, or disability. All parties shall comply with all applicable federal, state, and local nondiscrimination laws, regulations and policies. CONTRACTOR agrees to comply with all local, state, tribal and federal laws and regulations applicable to the services, including nondiscrimination and equal opportunity, registration and taxes, and those regarding employee safety, the work place environment, and employment eligibility. 15. INSURANCE: 15.1. CONTRACTOR shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damage to property which may arise from or in 4

connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. 15.2. No Limitation. Consultant s maintenance of insurance as required by the contract shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the District s recourse to any remedy available at law or in equity. 15.3. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The District shall be named as an insured under the Consultant s Commercial General Liability insurance policy with respect to the work performed for the District. 3. Workers Compensation coverage as required by the Industrial Insurance laws of the state of Washington. 4. Professional Liability insurance appropriate to the Consultant s profession. 15.4. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. 15.5. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The Consultant s insurance coverage shall be primary insurance as respect the District. Any insurance, self-insurance, or insurance pool coverage 5

maintained by the District shall be excess of the Consultant s insurance and shall not contribute with it. 2. 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 District. 15.6. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 15.7. Verification of Coverage Consultant shall furnish the District 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 Consultant before commencement of the work. 16. CONTACT PERSONS: The parties designate the following persons to act as their representatives for contract administration and approvals: For SRCAA the Executive Director: Julie Oliver For the CONTRACTOR: (fill in name) Alternate representatives may be appointed by either party with written notice to the other party. 17. CONTRACT ADMINISTRATION/REPRESENTATIVES: SRCAA and CONTRACTOR will use their best efforts to provide updated and current contact information of their respective representatives for the Project. The points of contact for this contract shall be: SRCAA S CONTRACT ADMINISTRATOR EXECUTIVE DIRECTOR Julie Oliver Phone: 509-477-4727 Fax: 509-477-6828 Email: JOliver@spokanecleanair.org SRCAA S PROJECT MANAGER Supervisory Engineer April Westby Phone: 509-477-4727 Email: AWestby@spokanecleanair.org CONTRACTOR s Project Manager Contact: Phone: Email: 6

17.1 SRCAA s Contract Administrator : SRCAA s Contract Administrator is the authorized representative of SRCAA for the purposes of Contract Administration to include, but not be limited to, the following functions and responsibilities: a. As necessary, reports to SRCAA s Key Stakeholders concerning the progress of work and services and deliverables as furnished and performed by the CONTRACTOR. b. Makes final acceptance on behalf of SRCAA that the work and services of the Project are accepted by SRCAA as being furnished and complete. c. Makes final review of all payments made under this contract. d. Causing or initiating changes or modifications to the Project work or to this contract and causing the same to be executed by amendments or modifications to this contract. 17.2 SRCAA s Project Manager : SRCAA s Project Manager is the authorized representative of SRCAA for the purposes of Project Management to include, but not be limited to, the following functions and responsibilities: a. On behalf of SRCAA, the Project Manager is responsible for the administration, oversight, management, coordination and prosecution of all actions, duties and responsibilities for ensuring that the, planning, completion, and execution of the deliverables are furnished by the CONTRACTOR under this contract. b. Serves as SRCAA s primary point of contact in the day-to-day interaction with the CONTRACTOR for the work or services to be performed and works through all aspects of Project Management of the Project. c. Promotes the timely completion of the Project by the CONTRACTOR to ensure that the services of the CONTRACTOR progress in accordance with needs of the Project and schedule and works-out with the CONTRACTOR any necessary adjustments in performance or Project schedules. d. As necessary, reports back to SRCAA s Contract Administrator and to SRCAA s Key Stakeholders concerning the progress of work and services and the deliverables to be furnished and performed by the CONTRACTOR under this contract. 7

e. Performs all the necessary duties and responsibilities of SRCAA unless otherwise specifically assigned to another representative of SRCAA in this contract. 17.3 CONTRACTOR s Project Manager : The CONTRACTOR designates the above named person as the CONTRACTOR s Project Manager and representative for the administration, oversight, management, coordination and prosecution of all actions, duties and responsibilities for the, planning, completion, and execution of the deliverables to be furnished by the CONTRACTOR under this contract. 18. ENTIRE CONTRACT: This contract and CONTRACTOR S response to the Request for Proposals constitute the complete and final contract of the parties, replaces and supersedes all oral and/or written proposals and contracts heretofore made on the subject matter, and may be modified only in writing and signed by both parties. Each party hereby acknowledges receipt of a copy of this contract executed by both parties. 19. SEVERABILITY: Should any clause, phrase, sentence or paragraph of this contract be declared invalid or void, the remaining provisions of this contract shall remain in full force and effect. 20. EXECUTION AND APPROVAL: The Parties warrant that the officers/individuals executing below have been duly authorized to act for and on behalf of the party for purposes of confirming this contract. 21. COUNTERPARTS: This contract may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same. 22. OTHER EMPLOYMENT: This contract is not an exclusive services contract. CONTRACTOR may take on other professional assignments while completing those services set forth herein. 23. SURVIVAL: Without being exclusive, paragraph 11 (Indemnification and hold harmless) of this contract shall survive any termination, expiration or determination of invalidity of this contract in whole or in part. Any other paragraphs of this contract which, by their sense and context, are intended to survive shall also survive. Dated this day of MONTH 2017. SPOKANE REGIONAL CLEAN AIR AGENCY CONTRACTOR Julie Oliver, Executive Director 8