HomeMy WebLinkAbout2013-397 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
11/13/2013
BEGINNING DATE: 11/13/2013 COMPLETION DATE: 4/30/2014
COMPENSATION: Not to Exceed: $3,800.00
SERVICES TO BE PROVIDED: Reference exhibit C, Keller Associates Task Order #211029-011
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, inconsideration 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.5202 9C.530 are made part of this contract.
8. Living Wage Requirements: If the amount of this contract' 18,890 more, Consultant is required to comply with
chapter 3.12 of the Ashland Municipal Code by paying a livin 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 designate6bpQonsultant 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 06/30/2011, 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, $1,000.00 0, $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, $1,000,00 0, $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
S200,000, $500,000, 11,000,000, 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 3b 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, orother 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.
onsu~ltant:J City of Ashland
By By Wj~
Signature Department Head
_-Fo b T. L f N TA ` A"- : f R f~-4,A
Print Name Print Name
f iz eJ f lp ew y- II/A'7//3
Title Date
W-9 One copy of a W-9 is to be submitted with
the signed contract. Purchase Order No. l
Contract for Personal Services, Revised 06!30/2011, 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.
(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.
11 lG 1
Contra or (Date)
Contract for Personal Services, Revised 06/30/2011, Page 4 of 5
EXHIBIT C
City of Ashland, Oregon
A KA Task Order # 211029-011
3
Name: Cross Cutters
November 2013
BACKGROUND
The City of Ashland intends to secure $11.2 million in state revolving loan funds (SRF) from the
Oregon Department of Environmental Quality (ODEQ) for the purposes of construction the
following improvements:
• New oxidation ditch at the wastewater treatment plant
• Priority 1A -1F collection system improvements as identified in the City's wastewater
facility planning study.
• Piping of approximately 2 miles of the Talent Irrigation District's canal through the City
of Ashland
An Environmental Information Document (EID) will be prepared as part of an ongoing
wastewater facility planning study (FPS) update, but was limited in scope to the oxidation ditch.
The purpose of this task order is to expand the EID to include the Priority 1A-1F collection
system improvements, and complete the federal cross cutters for all of the above listed
projects.
SCOPE
Task 1: Environmental Information Document
Keller Associates will complete an EID for the Priority lA-1F collection system improvement.
This information will be incorporated into the same EID document for the oxidation ditch. For
budget estimates, it was assumed that no additional field work (wetlands delineation, biological
assessment, or archeological) would be needed as part of the Environmental Information
Document. It is anticipated that a more detailed wetlands delineation and associated
permitting and mitigation plan for the Priority IA and 1B will be completed separately as part of
the pre-design phase of Bear Creek pipeline design.
Task 2: Federal Cross Cutters
Keller Associates will complete the steps outlined in the Applicant Guide to The State
Environmental Review Process for demonstrating compliance with federal cross cutting
authorities (dated 4/9/12) for the projects in the SRF application. It is anticipated that this will
require separate processes for the sewer project (oxidation ditch and collection system) and for
the sponsorship project (TID piping).
211029-010 1
SCHEDULE
Work will begin once the City has been given a technical approval of the FPS update. It is
anticipated that the environmental information document will be prepared concurrent to the
cross cutting activities and that draft documents will be ready for agency review within three
months following the technical approval of the FPS update.
BUDGET
Keller Associates proposes to do the work on a lump sum basis for a fee of $3,800. Through the
process, it may be 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
I
ASHLAND DATE' f " PO NUMBER"
20 E MAIN ST. 12/5/2013 11991
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 Inst: Confirming? NO
„'.Quantity'* Unit 'r 'Description Unit' Price Ext. Price
DEQ Loan Documentation Assistance 3,800.00
"Cross Cutters"
Contract for Personal Services
Beginning date: 11/13/2013
Completion date: 04/30/2014
SUBTOTAL 3,800.00
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 3,800.00
ASHLAND, OR 97520
Account Number" , I,. " Project Numli`er Amount : Account Number Project Number Amouht '
E 675.08.19.00.70420 E 201306.999 3,800.00
Author' Signature VENDORCOPY
FORM #3 CITY OF
request fora, Purchase Order ASHLAND
REQUISITION Date of request: ~t z~(r3 -
Required date for delivery: AbpP
Vendor Name Assau~.TWs
Address, City, State, Zip t 3 t :5W Sn" /.~t= : ~St M MErstDriu t tl-->. S-S"7-
Contact Name & Telephone Number SPVAC-."~ ts~ ~O c y= ZeB~ -199z
Fax Number ' 70S/Ze:&64 99
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 #
El Special Procurement Intergovernmental Agreement
PERSONAL SERVICES
$5,000 to $75,000 ❑ Form #g, Request for Approval ❑ Agency
91 $35,000, b Date original contract approved by Council:
Less than Y direct appointment ❑ Written quote or proposal attached
❑ (3) Written proposals/wdlten solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
S~zQ 6-'aHr, flaC.uwEwx raR
ASS\S17.,~t _
x ~
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
I arc (~'r- ~ uiYpiyC.G~- TOTAL COST
Per attached quote/proposal $t~M a,a fi
® T y it
p7U a"
- - A
_-06 ° CCCOUnt~r~~ ~J
Project Number ~F
Account Number M-t&-0 -M-7o4i«~ 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 re uis' ,1 certify that the City's public contracting requirements have been satisfied.. '
Employee Department Head: ~u+x~~+ r Q
(Equal to or greater than $5,000)
Department Manager/Supervisor: 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:
Fonn #3 - Requisition