HomeMy WebLinkAbout2013-250 Contract - Kittelson & Associates
Contract for PERSONAL SERVICES less than $35,000
CITY OF CONSULTANT: Kittelson & Associates, Inc.
ASHLAND CONTACT: Susan Wright, PE
20 East Main Street
Ashland, Oregon 97520 ADDRESS: 610 SW Alder St. Suite 700, Portland, OR 97205
Telephone: 541/488-6002
Fax: 541/488-5311 TELEPHONE: 503-228-5230
DATE AGREEMENT PREPARED: 6/27/13 FAX: 503-273-8169
BEGINNING DATE: 7/1/2013 COMPLETION DATE: 12/31/2013
COMPENSATION: Not to exceed $1,912.00 per attached proposal, Exhibit C.
SERVICES TO BE PROVIDED: Support the City and their SDC Consultant, Raymond Bartlett, in the
development of and updated Transportation System Development charge update, per the attached proposal,
Exhibit C.
ADDITIONAL TERMS: N/A
FINDINGS:
Pursuant to AMC 2.50.120, after reasonable inquiry and evaluation, the undersigned Department Head finds and
determines that: (1) the services to be acquired are personal services, (2) the City does not have adequate personnel nor
resources to perform the services; (3) the statement of work represents the department's plan for utilization of such
personal services; (4) the undersigned consultant has specialized experience, education, training and capability sufficient
to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints
provided; (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein
is fair and reasonable.
NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as
follows:
1. Findings / Recitations. The findings and recitations set forth above are true and correct and are incorporated herein
by this reference.
2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described
above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance
of such service.
3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel
assigned to, the work required under this contract are fully qualified to perform the service to which they will be
assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of
Oregon, are so registered, licensed and bonded.
4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated
above and complete the service by the completion date indicated above.
5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified
above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely
terminated, payments will be made for work completed and accepted to date of termination.
6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of
City.
7. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract.
8. Living Wage Requirements: If the amount of this contract is $19,825 or more, Consultant is required to comply with
chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees
performing work under this contract and to any Subcontractor who performs 50% or more of the service work under
this contract. Consultant is also required to post the notice attached hereto as Exhibit B predominantly in areas where
it will be seen by all employees.
9. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless
from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from
injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of
whatsoever nature arising out of or incident to the performance of this contract by Consultant (including but not
limited to, Consultant's employees, agents, and others designated by Consultant to perform work or services
attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations,
actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City.
10. Termination:
a. Mutual Consent. This contract may be terminated at an time b mutual consent of both parties.
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b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing
and delivered by certified mail or in person.
C. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of
written notice to Consultant, or at such later date as may be established by City under any of the following
conditions:
i. If City funding from federal, state, county or other sources is not obtained and continued at levels
sufficient to allow for the purchase of the indicated quantity of services;
ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way
that the services are no longer allowable or appropriate for purchase under this contract or are
no longer eligible for the funding proposed for payments authorized by this contract; or
iii. If any license or certificate required by law or regulation to be held by Consultant to provide the
services required by this contract is for any reason denied, revoked, suspended, or not renewed.
d. For Default or Breach.
i. Either City or Consultant may terminate this contract in the event of a breach of the contract by
the other. Prior to such termination the party seeking termination shall give to the other party
written notice of the breach and intent to terminate. If the party committing the breach has not
entirely cured the breach within 15 days of the date of the notice, or within such other period as
the party giving the notice may authorize or require, then the contract may be terminated at any
time thereafter by a written notice of termination by the party giving notice.
ii. Time is of the essence for Consultant's performance of each and every obligation and duty under
this contract. City by written notice to Consultant of default or breach may at any time terminate
the whole or any part of this contract if Consultant fails to provide services called for by this
contract within the time specified herein or in any extension thereof.
iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or
c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such
termination or modification. However, upon receiving a notice of termination (regardless whether such notice is
given pursuant to subsections a, b, c or d of this section, Consultant shall immediately cease all activities under
this contract, unless expressly directed otherwise.by City in the notice of termination. Further, upon termination,
Consultant shall deliver to City all contract documents, information, works-in-progress and other property that are
or would be deliverables had the contract been completed. City shall pay Consultant for work performed prior to
the termination date if such work was performed in accordance with the Contract.
11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City.
Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide
workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to
this contract. Consultant is a subject employer that will comply with ORS 656.017.
12. Assignment and Subcontracts: Consultant shall not assign this contract or subcontract any portion of the work
without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be
void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all
persons employed by them, and the approval by City of any assignment or subcontract shall not create any
contractual relation between the assignee or subcontractor and City.
13. Default. The Consultant shall be in default of this agreement if Consultant: commits any material breach or default
of any covenant, warranty, certification, or obligation it owes under the Contract; its QRF status pursuant to the QRF
Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if
consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted
against it an action for insolvency; makes a general assignment for the benefit of creditors, or ceases doing business
on a regular basis of the type identified in its obligations under the Contract, or attempts to assign rights in, or
delegate duties under, the Contract.
14. Insurance. Consultant shall at its own expense provide the following insurance:
a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to
provide Oregon workers' compensation coverage for all their subject workers
b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each claim, incident or occurrence. This is to
cover damages caused by error, omission or negligent acts related to the professional services to be provided
under this contract.
C. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property
Damage. It shall include contractual liability coverage for the indemnity provided under this contract.
d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1.000,000, or Not Applicable for each accident for Bodily Injury and Property Damage,
including coverage for owned, hired or non-owned vehicles, as applicable.
e. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or
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intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s) to
the City.
f. Additional Insured/Certificates of Insurance. Consultant shall name The City of Ashland, Oregon, and its
elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only
with respect to Consultant's services to be provided under this Contract. The consultant's insurance is primary and
non-contributory. As evidence of the insurance coverages required by this Contract, the Consultant shall furnish
acceptable insurance certificates prior to commencing work under this contract. The certificate will specify all of
the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If
requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The
Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-
insurance.
15. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws
of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or
proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and
the Consultant that arises from or relates to this contract shall be brought and conducted solely and exclusively within
the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal
forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the
District of Oregon filed in Jackson County, Oregon. Consultant, by the signature herein of its authorized
representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be
construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United
States Constitution, or otherwise, from any claim or from the jurisdiction.
16. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL
BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,
MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT.
CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT
HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
17. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and
authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Consultant
understands and agrees that City's payment of amounts under this contract attributable to work performed after the
last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow
City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In
the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this
contract without penalty or liability to City, effective upon the delivery of written notice to Consultant, with no further
liability to Consultant.
Certification. Consultant shall sign the certification attached hereto as Exhibit A and herein incorporated b reference.
Consultant:
~ p City of Ashland
By & o~ } By
Signature Department Head
Print Name Print Name
nPt--TLA'1-I AAA4UAUOL -7
Title Date
W-9 One copy of a W-9 is to be submitted with
the signed contract. Purchase Order No. CJ
ved as to forth
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EXHIBIT A
CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the
number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be
issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from
backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is
subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS
has notified it that it is no longer subject to backup withholding. Contractor further represents and
warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the
Contract, when executed and delivered, shall be a valid and binding obligation of Contractor
enforceable in accordance with its terms, (c) the work under the Contract shall be performed in
accordance with the highest professional standards, arid (d) Contractor is qualified, professionally
competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury
that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on
behalf of the entity designated above and authorized to do business in Oregon or is an independent
Contractor as defined in the contract documents, and has checked four or more of the following
criteria:
(1) 1 carry out the labor or services at a location separate from my residence or is in a
specific portion of my residence, set aside as the location of the business.
(2) Commercial advertising or business cards or a trade association membership are
purchased for the business.
(3) Telephone listing is used for the business separate from the personal residence listing.
(4) Labor or services are performed only pursuant to written contracts.
(5) Labor or services are performed for two or more different persons within a period of one
year.
(6) 1 assume financial responsibility for defective workmanship or for service not provided
as evidenced by the ownership of performance bonds, warranties, errors. and omission
insurance or liability insurance relating to the labor or services to be provided.
-7 74 "3
Contractor (Date)
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EXHIBIT C
` KITTELSON & ASSOCIATES, INC.
T R A N S P O R T A T I ON E N G I N E E R I N G / P L A N N I N G
610 SW Alder Street, Suite 700, Portland, OR 97205 P 503.228.5230 F 503.273.8169
April 18, 2013 Project 13563.P
Mike Faught
City of Ashland
51 Winburn Way
Ashland, OR 97520
RE: Transportation System Development Charge (TSDC) Support
Dear Mike,
Attached is a proposal for transportation planning services associated with providing technical support
to the City and their Consultant, Raymond Bartlett, on the Transportation System Development Charge
(TSDC) Update. Part "A" identifies our proposed scope of work for the project. This scope was
developed based on our discussions with you and the scope of work prepared for the Ashland
Transportation System Plan (TSP) Update and its associated contingency tasks.
We propose to conduct the work on a lump sum per deliverable basis, with a total cost of $1,912. This
proposal (scope of work, budget, and timeline) is effective for sixty days. I will serve as the Project
Manager and Marc Butorac will serve as the Project Principal providing senior review and quality
assurance. Any questions of a technical or contractual nature can be directed to either Marc Butorac or
me.
Please review this proposal at your earliest convenience. If the agreement is satisfactory, please return
a signed copy. A fully executed copy will be returned for your records. Thank you for the opportunity to
propose on this project. If you have any questions please call us at (503) 228-5230.
Sincerely,
JA,
Susan Wright, PE
Associate Engineer
KITTELSON & ASSOCIATES, INC.
FILENAME. H:IPROJFILEI13536-ASHLAND TSDCSNPPORTI4DMINIP113563PROP2.DOLY
Proposal for Transportation Planning Services Project k: 13563.P
April 18, 2013 Page:1
AUTHORIZATION FOR
PROFESSIONAL SERVICES
April 15, 2013
Kittelson & Associates, Inc.
610 SW Alder Street, Suite 700
Portland OR 97205
503.228.5230 (P)
503.273.8169 (F)
City of Ashland, with an office at 51 Winburn Way, Ashland, OR 97520 hereby requests and authorizes
Kittelson & Associates, Inc. to perform the services as described in Part "A" - Scope of Work to this
authorization and subject to all of the provisions described in Part "B" Terms and Conditions.
PART A - SCOPE OF WORK
Support the City of Ashland and their SDC Consultant, Raymond Bartlett in the development of an
updated Transportation System Development Charge (TSDC). Tasks include the following activities:
• Review Existing TSDC and Participate in Conference Call ($475) - Review the existing City of
Ashland TSDC and participate in a conference call with the City and/or the City's SDC
Consultant to discuss the TSP recommendations for the SDC and Raymond Bartlett's
approach for the TSDC methodology.
• Provide TSDC Supporting Data and Draft Development Code Amendments ($900) - Provide
project data from the TSP (such as cost and capacity bases such as travel model data) and
draft development code Traffic Impact Analysis requirement amendments to Ray Bartlett
and the City. Development code amendments will be in the form of redlines and will not
include the adoption ordinance.
• Review and Comment on Draft TSDC Methodology Report and TSDC Implementing
ordinances ($350) - Review and comment on the Draft TSDC methodology report and
implementing ordinances prepared by Ray Bartlett. Respond to questions in support of the
revised Draft TSDC and ordinance to be prepared by Ray Bartlett.
• City Staff or City Council Comments on the TSDC Methodology Report and Implementing
ordinances ($187) - Respond to questions from the City or Ray Bartlett in support of a
revised draft resulting from staff or City Council Comments.
This scope does not include preparatory time (graphics and handouts) or attendance time for any
public hearings or meetings. All client requests for additional meetings of this nature will be
accommodated on a time-and-materials basis and will be considered out-of-scope work.
Kittelson & Associates, Inc. Portland, Oregon
Proposal for Transportation Planning services Project p: 13563.P
April 18, 2013 Page: 3
PART B - TERMS AND CONDITIONS
1. GENERAL: The terms and conditions set forth herein shall govern all work subsequently
performed on behalf of CLIENT unless changed by a written agreement signed by KITTELSON &
ASSOCIATES, INC. In case any one or more of the provisions contained, in this Agreement shall be
held illegal, the enforceability of the remaining provisions contained herein shall not be impaired
thereby.
2. LIMITATION OF LIABILITY: CLIENT AGREES THAT IN RECOGNITION OF THE RELATIVE RISKS AND
BENEFITS OF THE PROJECT, KITTELSON & ASSOCIATES, INC.'S AGGREGATE JOINT, SEVERAL AND
INDIVIDUAL LIABILITY, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE, PROFESSIONAL MALPRACTICE OR STRICT LIABILITY SHALL BE LIMITED TO AN
AMOUNT NO GREATER THAN THREE TIMES THE TOTAL COMPENSATION RECEIVED BY KITTELSON
& ASSOCIATES, INC. UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
3. LIMITATION OF REMEDY: CLIENT COVENANTS THAT IT WILL NOT, UNDER ANY CIRCUMSTANCES,
BRING A LAWSUIT OR CLAIM AGAINST KITTELSON & ASSOCIATES, INC.'S INDIVIDUAL EMPLOYEES,
OFFICERS, DIRECTORS OR SHAREHOLDERS AND THAT CLIENT'S SOLE REMEDY SHALL BE AGAINST
KITTELSON & ASSOCIATES, INC.
4. WAIVER OF CONSEQUENTIAL DAMAGES: NEITHER KITTELSON & ASSOCIATES, INC. NOR ANY OF
ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT,
PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE, INCLUDING, BUT NOT
LIMITED TO FINES, PENALTIES, LOST PROFITS, WHETHER SAID CLAIM IS BASED UPON CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER THEORY OF
LAW.
5. INDEMNITY: To the maximum extent allowed by law, CLIENT and KITTELSON & ASSOCIATES, INC.
shall indemnify, reimburse, and hold harmless each other and its employees, officers, directors
and agents from and against all claims, losses, costs and expenses resulting from their bodily
injury or property damage (with the sole exception that neither Party will have a duty to
indemnify the other Party from claims or losses to the extent those claims or losses are from the
direct fault or negligence of the other Party or its employees or agents).
6. OWNERSHIP OF DOCUMENTS: KITTELSON & ASSOCIATES, INC is deemed the author and owner
of its documents and other instruments of service, and will retain all common law, statutory, and
other reserved rights, including copyrights. KITTELSON & ASSOCIATES, INC. grants CLIENT a
license to use instruments of professional service for the purpose of constructing, occupying and
maintaining the PROJECT. Reuse or modification of any such documents by CLIENT, without
KITTELSON & ASSOCIATES, INC.'s written permission, shall be at CLIENT's own sole risk and
CLIENT agrees to indemnify and hold harmless KITTELSON & ASSOCIATES, INC. from all claims,
Kittelson & Associates, Inc. Portland, Oregon
Proposal for Transportation Planning services Project 13563.P
April l8, 2013 Page: 4
damages and expenses, including attorney's fees, related to the reuse by CLIENT or others acting
through CLIENT.
7. ELECTRONIC DOCUMENTS: If KITTELSON & ASSOCIATES, INC. provides CLIENT any documents or
other instruments of service in electronic form ("Electronic Documents'), acceptance and use of
the electronic documents by CLIENT shall be at CLIENT's sole risk and CLIENT shall:
a. Waive and covenant not to sue KITTELSON & ASSOCIATES, INC. alleging any inaccuracy
or defect of the Electronic Documents.
b. Agree that KITTELSON & ASSOCIATES, INC. makes no representation with regard to the
compatibility of the Electronic Documents with CLIENT'S software or hardware.
c. Indemnify, hold harmless, reimburse and defend KITTELSON & ASSOCIATES, INC. from,
for and against any claim, damage, liability, or cost, including attorneys' fees that may
arise from CLIENT'S use of the Electronic Documents or any subsequent modification of
the Electronic Documents by any person or entity.
d. CLIENT agrees that prior to use of the Electronic Documents on any project other than
the project for which the Electronic Documents were created, CLIENT shall retain the
services of a licensed professional as necessary to review and revise the Electronic
Documents for compliance with the local laws, practices and standards of the place
where the Project will be located.
8. JURISDICTION/DISPUTE RESOLUTION: After first attempting to resolve disputes through good
faith negotiations, CLIENT agrees that any claim or dispute arising out of this Agreement for any
work performed by KITTELSON & ASSOCIATES, INC. shall be resolved by non-binding mediation.
At the option of CLIENT, pending final resolution of a dispute hereunder, KITTELSON &
ASSOCIATES, INC..shall continue diligently with the performance of Services under this
Agreement.
The rights and liabilities of the parties to this AGREEMENT shall be governed by the laws of the
State of Oregon.
9. TIME BAR TO LEGAL ACTION: All legal actions by either party against the other arising out of or in
any way connected with this Agreement or the services to be performed hereunder shall be
barred and under no circumstances shall any such legal action be initiated by either party after
the shorter of: three (3) years or the State's applicable statute of limitations calculated from the
date the Scope of Work herein is completed unless this Agreement shall be terminated earlier, in
which case the date of termination of this Agreement shall be the date on which such period shall
commence.
10. DIRECT EXPENSES: KITTELSON & ASSOCIATES, INC.'s Direct Expenses shall be those costs
incurred on or directly for the CLIENT'S Project, including but not limited to necessary
transportation costs including mileage at the current IRS-allowed rates, meals and lodging.
Kittelson & Associates, Inc. Portland, Oregon
Proposal for Transportation Planning Services Project 13563.P
April 18, 2013 Page: 5
Reimbursement for automobiles, meals and lodging, and any other expenses furnished by
commercial sources shall be on the basis of actual charges plus a 10% markup.
All communication fees including, but not limited to computer services, telephone, faxes,
postage, overnight deliveries, and in-house copies, printing, and binding charges shall be billed on
the basis of a per direct labor hour fee when furnished by KITTELSON & ASSOCIATES, INC.
11. PROFESSIONAL SERVICES: KITTELSON & ASSOCIATES, INC. staff is defined as all permanent and
temporary employees, as well as any and all contract labor of KITTELSON & ASSOCIATES, INC. All
KITTELSON & ASSOCIATES, INC., staff time spent working on the Project will be billed at
KITTELSON & ASSOCIATES, INC.'s standard billing rates. Billing rates are subject to annual
revision.
12. COST ESTIMATE: Any cost estimates provided by KITTELSON & ASSOCIATES, INC. during its scope
of work will be on a basis of experience and judgment, but because it has no control over market
conditions or bidding procedures KITTELSON & ASSOCIATES, INC. cannot warrant that bids,
construction or other project costs will not vary from these cost estimates.
13. TERMINATION: Either CLIENT or KITTELSON & ASSOCIATES, INC. may terminate this Agreement
by giving 30 days written notice to the other party. In such event, CLIENT shall forthwith pay
KITTELSON & ASSOCIATES, INC. in full for all work previously authorized and performed prior to
effective date of termination as well as all unavoidable expenses incurred prior to termination. If
no notice of termination is given, relationships and obligations created by this Agreement shall be
terminated upon completion of all applicable requirements of this Agreement.
14. PAYMENT TO KITTELSON & ASSOCIATES. INC.: Monthly invoices will be issued by KITTELSON &
ASSOCIATES, INC. for all work performed under the terms of this agreement. A retainer, if
applicable, will be required in advance of start of work and will be credited to the final invoice(s)
of this project. Invoices are due and payable within 30 days of receipt. The CLIENT must notify the
KITTELSON & ASSOCIATES, INC.'s Project Manager or Billing Analyst, in writing, within said time
frame if there are any disputed amounts. CLIENT must still pay undisputed invoiced amounts.
Remainder will be due once disputed amount is resolved and agreed upon. Interest at the rate of
1.5 percent per month will be charged on all past due amounts, unless not permitted by law, in
which case, interest will be charged at the highest amount permitted by law. Interest charges are
in addition to the fixed ceiling for the contract. CLIENT'S failure to make payments to KITTELSON
& ASSOCIATES, INC. before invoice is 90 days past due shall constitute a material breach of this
agreement and KITTELSON & ASSOCIATES, INC. shall have the option to withhold services until
paid, or to terminate this Agreement. Legal action will be taken on unpaid invoices that are over
120 days overdue.
15. ADDITIONAL INSURED: CLIENT and KITTELSON & ASSOCIATES, INC. shall cause its general liability
insurers to name each other as an additional insured and shall require its Contractors performing
Work on this Project to name KITTELSON & ASSOCIATES, INC. as an additional insured on their
general liability and umbrella/excess insurance policies.
Kittelson & Associates, Inc. Portland, Oregon
Proposal for Transportation Planning Services Project A 13563.P
April 18, 2013 Page: 6
16. PROFESSIONAL STANDARDS: KITTELSON & ASSOCIATES, INC. shall be responsible for performing
its work to the level of competency currently maintained by other practicing professional
engineers performing the same type of work in CLIENT'S community, for the professional and
technical soundness, accuracy, and adequacy of all designs, drawings, specifications, and other
work and materials furnished under this Agreement. KITTELSON & ASSOCIATES, INC. makes no
warranty, guaranty or assurance, express or implied that KITTELSON & ASSOCIATES, INC.'s work
will yield or accomplish a perfect or particular outcome for the Project.
17. ENTIRE AGREEMENT: These terms and conditions and the attached Exhibits constitute the
entire, legally-binding contract between the parties regarding its subject matter and supersede
any and all prior or contemporaneous understandings, agreements, or representations, whether
oral or written. Amendments to this Agreement will be governed by this Agreement and must be
in writing and signed by both the CLIENT and KITTELSON & ASSOCIATES, INC.
18. NO THIRD PARTY RIGHTS: To the fullest extent permitted by law, no party has any third party
beneficiary or other rights arising from or related to the work performed by KITTELSON &
ASSOCIATES, INC.
19. AUTHORIZATION TO PROCEED: Signing this form shall be construed as agreement with all terms
and conditions and as authorization by CLIENT for KITTELSON & ASSOCIATES, INC. to proceed
with the work.
Description Billing Authorized
Project Deliverable 1 Review Existing TSDC and Participate in Conference Call Lump Sum $475
2 Provide TSDC Supporting Data and Draft Development Code Amendments Lump Sum $900
3 Review and Comment on Draft TSDC Methodology Report and TSDC Implementing Ordinances Lump Sum $350
4 City Staff or City Council Comments on the TSDC Methodology Report and Implementing Ordinances Lump Sum $187
TOTAL $1,912
SO AGREED this 18th day of April, 2013.
Accepted for: Approved for:
KITTELSON & ASSOCIATES, INC. City of Ashland
Signature Signature
Print Name Print Name j
Title Title
Kittelson & Associates, Inc. Portland, Oregon
CITY RECCRDER Page 1 11
CITY Of
ASHLAND DATE " PO NUMBER
Ira 20 E MAIN ST. 7/24/2013 11730
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 013773 SHIP TO: Ashland Public Works
KITTELSON & ASSOCIATES INC (541) 488-5587
ACCOUNTS RECEIVABLE 51 WINBURN WAY
PO BOX 40847 ASHLAND, OR 97520
PORTLAND, OR 97240
FOB Point: - Req. No.:
Terms: Net 15 days Dept.:
Req. Del. Date: Contact: Mike Fauqht
Special Inst: Confirming? NO
' . Quanti , > unit Description -Unit Price Ext. Price
Provide SDC consulting services per 1,912.00
proposal dated April 15, 2013.
Contract for Personal Services
Beginning date: 07/01/2013
Completion date: 12/31/2013
SUBTOTAL 1912.00
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 1,912.00
ASHLAND, OR 97520
Account Number • - Project Niimber~ ~ Amount . ' - • ' Account N.umber Project Numher Amount
E 260.08.35.00.70420 E 200916.999 11912.00
VENDOR
Authorized signature COPY
FORM#3 e CITY OF
ASHLAND
A request for a Purchase Order
REQUISITION Date of request: 6/27/2013
Required date for delivery: ASAP
Vendor Name Kiffplgnn R Agmriatps
Address, City, State, Zip 610 SW Alder St SuRP. 700 Portland OR 97905
Contact Name & Telephone Number Susan Wright 503-228-5230
Fax Number
503-273-8169
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached
❑ Small Procurement Cooperative Procurement
Less than $5.000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Dale approved by Council: Contract # -
❑ Verbaltwritten quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5.000 to $100,000 ❑ Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
® Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Wdtten proposalstwrilten solicitation Dale approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
Provide SDC consulting services, per proposal dated April 15, 2013.
Written findings: AMC 2.50.120 (A) The public works department does not have the
personnel or resources required to perform the SDC consulting services under the $1,912.00
proposed contract.
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
TOTAL COST
❑ Per attached quotelproposal $
Project Number 2009-16 Account Number 260.08.35.00.704206
Account Number Account Number
'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
ITDirector Date Support-Yes/No
By signing this requisition form, I certify that the City's public contracting requirements have been satisfied./1 7116113
Employee Signature: < r sC!/ ~ Department Head Signature: (Equal to or greater an $5,000)
City Administrator:
4 (Equal to or greater than $25,000)
Funds appropriated for current fiscal year: YES I NO CIV I I:1Ll.f
l,~ f 7 d~ j ' l
Fin' pce Director- (Eqq aal to or greater than $5,000) Dat
Comments: I
Form #3 - Requisition