HomeMy WebLinkAbout2013-301 Contract - Keller Associates
Contract for PERSONAL SERVICES less than $35,000
CITY OF CONSULTANT: Keller Associates
ASHLAND CONTACT: James Bledsoe
20 East Main Street
Ashland, Oregon 97520 ADDRESS: 131 SW 5' Ave Suite A
Telephone: 541/488-6002 Meridian ID. 83642
Fax: 541/488-5311
TELEPHONE: 208-288-1992
DATE AGREEMENT PREPARED: FAX: 208-288-1999
BEGINNING DATE: 8/5/2013 COMPLETION DATE: 12/31/2013
COMPENSATION: Reference Exhibit C Keller Associates Task Order #211029-010, NTE $3,200.
SERVICES TO BE PROVIDED: Reference Attached Exhibit C: KA Task Order # 211029-010
ADDITIONAL TERMS: None
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 $18,890 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 indemnify and save City, its officers, employees and agents harmless from
losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury (including
injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature to the extent the
harm caused arises out of or is incident to the negligent acts, or errors or omissions in performance of this contract by
Consultant (including but not limited to, Consultants' 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.
Contract for Personal Services, Revised 06/3D/2011, Page 1 of 5
10. Termination:
a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties.
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,
Contract for Personal Services, Revised 06/30/2011, Page 2 of 5
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
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.
onsultant: City of Ashland
By By t.~~..2 R.
Signat a Department Head
Zo D 7': L 11,1 9- i A t,f
Print Name Print Name
{ER." teWf-IT ~ 11411 3
Title Date
W-9 One copy of a W-9 is to be submitted with
the signed contract. Purchase Order No.
Contract for Personal Services, Revised 06/302011, Page 3 of 5
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, and (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.
Y (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.
Cont acto 7~~: (Date)
Contract for Personal Services, Revised 06/30/2011, Page 4 of 5
EXHIBIT C
City of Ashland, Oregon
KA Task Order # 211029-010
_ASHLAN D:.
ORECOH Name: Wastewater Chlorine Analysis
August 2013
BACKGROUND
The City of Ashland operates and maintains a wastewater treatment plant. Alum addition and a
tertiary membrane system are operated from May 1st to November 30th to aid in meeting a
seasonal phosphorus limit. Sodium hypochlorite (12.5%) and citric acid are added to the
membranes for cleaning purposes. These chemicals are also added to the membrane tank
during a clean-in-place process. Sodium bisulfite facilities are provided to dechlorinate both the
effluent flow after maintenance cleaning and the contents of the tank after a clean-in-place.
Dechlorination has not been needed to meet the effluent permit, so these sodium bisulfite
facilities have not been used. Instead, the chlorine solution used for these cleanings is
discharged to the oxidation ditches and is processed with the wastewater.
The purpose this task order is to analyze the membrane cleaning process as it relates to
meeting effluent permit requirements and provide recommendations for any modifications to
policy and procedures to target compliance.
SCOPE
Task 1: Project Management
Keller Associates will complete the following project management tasks:
• Provide general project administration.
• Provide monthly invoices and progress reports (2 months).
Task 2: Evaluate Existing Procedures
Keller Associates will provide the following services:
• Review with staff the existing and preferred procedures for membrane maintenance
and tank cleaning.
• Review NPDES discharge permit requirements pertaining to chlorine residual.
• Review historical plant operational data for periods when cleaning occurred (last two
years).
• Provide an engineering opinion on whether dechlorination is needed. Identify potential
risks and benefits. Identify dechlorination methods and locations for implementation if
needed.
• Visit with DEQto discuss permit requirements.
• Evaluate with city and membrane manufacturer potential changes in cleaning process. .
City Responsibilities:
211029-010 1
Provide input on existing and preferred maintenance and cleaning procedures.
Assumptions:
No onsite meetings are anticipated as part of this scope of work.
Task 3: Recommendations
Keller Associates will document in a technical memorandum the findings from task 2 and make
recommendations for revisions to operation and maintenance procedures. Keller Associates
will provide (3) hard copies of the draft and final technical memorandum: All supporting
documentation will be provided in the appendix of the technical memorandum. Keller
Associates will provide an electronic copy of the final draft in pdf format on a CD.
BUDGET
Keller Associates proposes to do the work on a lump sum basis for a fee of $3,200 for Tasks 1-3.
Additional Services
Through the process, it maybe that there are additional services that the City requests. These
additional services will be completed on a time and materials basis as authorized by the City.
211029-010 2
Page 1 / 1
CITY OF W ➢ 1EC0
R
ASHLAND i tl' ATE PO NUMBER
20 E MAIN ST. t t t"M8/2013 11847
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 015211 SHIP TO: Ashland Public Works
KELLER ASSOCIATES, INC (541) 488-5587
707 13TH ST SE STE 280 51 WINBURN WAY
SALEM, OR 97301 ASHLAND, OR 97520
FOB Point: Req. No.:
Terms: Net - Dept.:
Req. Del. Date: Contact Scott Fleury
Special /nst: Confirming? No
Quantity Unit' Description - Unit Price Ext. Price
Wastewater Chlorine Analysis 3,200.00
KA Task Order #211029-010
Contract for Personal Services
Beginning date: 08/05/2013
Completion date: 12/31/2013
SUBTOTAL 3,200.00
BILL To: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 3,200.00
ASHLAND, OR 97520
Account Number Project Number Amount - Account Number Project Number. Amount
E 675.08.19.00.60410 3,200.00
AuthoFized Signature VENDOR COPY
FORM#3
tt ra q cY°`. j cr~o 2i~ CITY OF
C' ASHLAND
REQUISITION Date of request; 8~14(f3
Required date for delivery: Aup
Vendor Name tat-t-EZ Asso~iat~~
Address, City, State, Zip tit SW S1" '6ue StxtE P W-¢.tAA&l lc> ras(-A'Z
Contact Name & Telephone Number
S~vrTS r~aFi~sar yryg/Z8g_FRZ
Fax Number df 70EN112 eF2- - t°l99
SOURCING METHOD
❑ Exempt from Competitive Bidding - ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form 413, 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 $5,060 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Date approved by Council: Contract #
❑ Verbal[Writlen quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (45,6, 7 or 8) ❑ Other government agency contract
$5,000 to $100,000 ❑ Written quote or proposal attached Agency
❑ (3) Wdtten 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 ❑ Wdtten quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Dale)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
y~165C~~~F4~~TcL G4{L.O?1r•t£ AaL.K_vY 1S - .
ASt_ coiDeq- 4h ZII OZ9- Ol O _
S 31260
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
.TOTAL. COST
( Per attached quote/proposal $ " -
Project Number Zntl__•~7 Account Number -
Account Number 6--r L% -M-{- !a? 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:
IT Director Date Support-Yes/No
By signin this requisition form, I certify that the City's public contracting requirements have been satisfied.
Employee Signature I Department Head Signature: Mu t c.Q~L P/rY / j
(Equal to or greater than $5,000)
City Administrator:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year., YES / NO
Finance Director- (Equal to orgreaterthan $5,000) Date
Comments:
Form #3 - Requisition