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HomeMy WebLinkAbout2025-003 PO 20250324 and AGRMT - Dowl, LLCB City of Ashland L ATTN: Accounts Payable L 20 E. Main Ashland, OR 97520 T Phone:541/552-2010 O Email: payable -_ashland.or.us V E DOWL, LLC N 920 COUNTRY CLUB RD SUITE 100B D EUGENE, OR 97401 O R 20250472 Purchase Order H C/O Public Works Department 1 51 Winburn Way p Ashland, OR 97520 Phone: 541 /488-5347 T Fax: 541 /488-6006 O 03/12/2025 1 5270 1 1 1 Public Works IFE Review for the Ru nway/Taxiway/Taxi lane Rehabil 1 IFE Review for the Ru nway/Taxiway/Taxi lane Rehabilitation and 1.0 EACH $5,000.00 Taxilane Reconstruction Project Account: E-202018-999 *************** GL SUMMARY *************** 085700 - 704200 $5,000.00 rtment $5,000.00 By: Date: Authorized Signature $5,000.00, City Information City of Ashland Attn: Chance Metcalf 20 East Main Street Ashland, Oregon 97520 Personal Services Agreement Consultant Information Firm Name: DOWL LLC. Contact: Darren Murata Address: : 15325 SE 30th Place, Suite 300 Bellevue, WA 98007 Phone: (541) 488-5587 Phone: 425-869-2670 Email: chance.metcalf@ashland.or.us Email: dmurata@dowl.com Contract Summary Procurement Method: Direct award Completion Date: 03/31/2025 Contract Amount: $ 5,000.00 not to exceed Description of Services: 2025 CitylFE Review for the Runway/Taxiway/Taxilane Rehabilitation and Taxilane Reconstruction Supporting Documents: Letter Agreement for Independent Fell Dated: 2/26/25 Dated: Dated: Dated: This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and the Consultant listed under Consultant Information above, ("hereinafter "Consultant"), for the services listed under Description of Services and Supporting Documents as noted in the Contract Summary above. In the event of conflict between provisions of the Supporting Documents, the Supporting Documents shall be given precedence in the order listed above. This Agreement, the Exhibits and the Supporting Documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. The Consultant's initials r DM herein signify acknowledgment and agreement to this provision, if applicable, or if not sign "N/A". Consultant's services are collectively referred to in this Agreement as the "Work." Page 1 of 8 Personal Services Agreement Between the City of Ashland and DOWL LLC NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below (the "Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than the Completion Date listed under the Contract Summary in the table one page one of this agreement. 1.1. Time is of the essence. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City, by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work called for by this Agreement within the time specified herein or within any extension thereof. 2. Compensation: City shall pay Consultant the sum listed as the "Contract Amount" under the Contract Summary on page one of this document as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the Contract Amount without the express, written approval from the appropriate Department Head or City Manager. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work, payments will be made for any phase of the Work completed and accepted as of the date of termination. 3. Consultant Obligations: 3.1. Independent Contractor Status. Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 3.2. Qualified Work. Consultant has represented, and by entering into this Agreement now represents, that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the services to which they will be assigned in a skilled manner and, if required to be registered, licensed, or bonded by the State of Oregon, are so registered, licensed, or bonded. 3.3. Assignment. Neither party shall assign this Agreement or subcontract any portion of the Work without the written consent of the other party, which shall not be unreasonably withheld. 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 of the Work shall not create any contractual relation between the assignee or subcontractor and City. Page 2 of 8 Personal Services Agreement Between the City of Ashland and DOWL LLC 3.4. Work Performance Obligation. Consultant shall, at its own risk, perform the Work described in the Description of Services and in the Supporting Documents and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 3.5. Certification. Consultant agrees to and shall sign the certification attached hereto as "Exhibit C" and incorporated herein by this reference. 4. Insurance: Consultant shall, at its own expense, maintain the following insurance: 4.1. Worker's Compensation. 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. 4.2. Workers' Compensation Exemption. If applicable, Consultant affirms and certifies that it is exempt from providing Workers' Compensation per ORS 656.027. Exemption criteria: Enter criteria here or delete if not applicable Consultant initials if exempt: Date: 4.3. Professional Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence. This is to cover any damage caused by error, omission or negligent acts related to the Work to be provided under this Agreement. 4.4. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence for Bodily Injury, Death, and Property Damage. 4.5. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non -owned vehicles, as applicable. 4.6. 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 thirty (30) days' prior written notice from the Consultant or its insurer(s) to the City. 4.7. 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, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring Page 3 of 8 Personal Services Agreement Between the City of Ashland and DOWL LLC 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. 5. Termination: 5.1. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. 5.2. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty (30) days' prior written notice delivered by certified mail or in person. 5.3. For Cause. City may terminate or modify this Agreement, 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: 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; or 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 Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked, suspended, or not renewed. 5.4. For Default or Breach. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen (15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. 5.4.1. 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 under the 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 Agreement; or attempts to assign rights in, or delegate duties under, this Agreement. Page 4 of 8 Personal Services Agreement Between the City of Ashland and DOWL LLC 5.5. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections 5.1, 5.2, or 5.3 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 of whether such notice is given pursuant to subsection 5.1, 5.2, 5.3, or 5.4 of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all documents, information, works -in -progress and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 5.6. The rights and remedies of City provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 6. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, to extent caused by the negligent performance of this Agreement by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses, claims, costs, judgments, or other damages, caused solely by the gross negligence of City. Consultant's defense obligations under this indemnity paragraph mean only the reimbursement of reasonable defense costs to the proportionate extent of Consultant's actual liability obligation hereunder. 7. Consultant's Compliance with Tax Laws: Consultant represents and warrants to the City that: Consultant shall comply with all Oregon tax laws, including but not limited to ORS 305.620, ORS 305.380(4), and ORS Chapters 316, 317, 318, in addition to any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions and any tax provisions imposed by a political subdivisions of the State of Oregon. 8. Living Wage Requirements: If the amount of this Agreement is $26,429.65 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. 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. Notice: Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, by mailing using registered or certified United States mail, return receipt requested, postage prepaid, or by electronically confirmed at the addresses set forth on page one of this agreement with a copy to: Page 5 of Personal Services Agreement Between the City of Ashland and DOWL LLC City of Ashland — Legal Department 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 488-5350 10. General Provisions: 10.1. Ownership of Work/Documents: All Work, work product, or other documents produced in furtherance of this Agreement belong to the City, and any copyright, patent, trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. Such documents are not intended or represented to be suitable for reuse by the City or others or on any other project. Any modification or reuse without written verification of Consultant will be at City's sole risk. City shall indemnify and hold harmless Consultant and Consultant's Consultants from all claims, damages, losses, and expenses including attorney fees arising out of or resulting, therefore. 10.2. Non -appropriations Clause - Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement 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 Agreement. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consultant. 10.3. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 27913.220, 27913.230 and 27913.235. 10.4. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise, minority -owned business, woman -owned business, a business that a service -disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 10.5. Governing Law: This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any Page 6 of Personal Services Agreement Between the City of Ashland and DOWL LLC other venue, and expressly consents that, upon motion of the other party, any case may be dismissed, or its venue transferred, as appropriate, so as to effectuate this choice of venue. 11. Merger: This agreement and the attached exhibits constitute the entire understanding and agreement between the parties. No waiver, consent, modification or change of terms of this agreement 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 agreement. Consultant, by signature of its authorized representative, hereby acknowledges that he/she has read this agreement, understands it, and agrees to be bound by its terms and conditions. Page 7 of 8 Personal Services Agreement Between the City of Ashland and DOWL LLC WITNESS WHEREOF, the parties have executed this Agreement in their respective names by their duly authorized representatives as of the dates indicated below. This Agreement may be executed in two counterparts, each of which shall be deemed an original, with equal force and effect as if executed in a single document. City of Ashland: By: Scott Fleury PE 3(.ir/ "7 3.10.2025 Date Purchase Order No. APPROVED AS TO FORM: City Attorney 3.5.25 Date DOWL LLC (Consultant) Darren Digitally signed by Darren Murata DN: —Darren Murata, —Standard Murata Date 2025.03.0616:58:55- oe'00. Signature Darren Murata Printed Name Project Manager Title 03/06/2025 Date (W--9 is to be submitted with this signed Agreement) Page 8 of 8 Personal Services Agreement Between the City of Ashland and DOWL LLC City of Ashland LIVING ➢ For all hours worked under a service contract between their employer and the City of Ashland if the contract exceeds $26,429.65 or more. ➢ For all hours worked in a month, if the employee spends 50% or more of the employee's time in that month working on a projector WAGE per hour, effective June 30, 2024. The Living Wage is adjusted annually every June 30 by the Consumer Price Index. portion of the business of their employer, if the employer has ten or more employees, and has received financial assistance for the project or business from the City of Ashland over $26,429.65; ➢ If their employer is the City of Ashland, including the Parks and Recreation Department. ➢ In calculating the living wage, employers may add the value of health care, retirement, 401K, and IRS eligible cafeteria plans (including childcare) benefits to the employee's amount of wages. ➢ Note: For temporary and part-time employees, the Living Wage does not apply to the first 1040 hours worked in any calendar year. For more details, please see Ashland Municipal Code Section 3.12.020. Call the Ashland City Manager's office at 541-488-6002 or write to the City Manager, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashland.or.us. Notice to Employers: This notice must be posted in areas where it can be seen by all employees. ,.CITY Exhihit C Certifications/Representations: Consultant, by and through its authorized representative, 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) Consultant 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. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b) the Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c) the work under the Agreement shall be performed in accordance with IttI1f°professional standards, and (d) Consultant is qualified, professionally competent, and duly licensed (if applicable) to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. X (1) Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence, set aside as the location of the business. X (2) Commercial advertising or business cards or a trade association membership are purchased for the business. X (3) Telephone listing is used for the business separate from the personal residence listing. X (4) Labor or services are performed only pursuant to written contracts. X (5) Labor or services are performed for two or more different persons within a period of one year. X (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by ��; errors and omission (professional liability) insurance or liability insurance relating to the Work or services to be provided. Darren Digitally signed by Darren Murata DN: —Darren Murata, ou=Standard Mi rata Date 2.25.03.07105204- Consultant's signature 03/07/2025 Date Page 1 of 1: Exhibit C February 26, 2025 Chance Metcalf Senior Project Manager City of Ashland Public Works/Engineering 20 East Main St Ashland, OR 97520 Subject: Letter Agreement for Independent Fee Estimates (1) Dear Chance, Thank you for contacting us about Independent Fee Estimates (IFE) for the following project: • Asphalt Surface Rehab and Reconstruct for Ashland Municipal Airport DOWL is available to prepare an I FE and we look forward to completing the analysis to meet FAA requirements for your design/CA projects. City of Ashland (CLIENT) will provide the following for this project: 1) Scope of Work 2) Blank Fee Estimate Spreadsheet 3) Itemized list of subconsultant costs included in the fee estimate from the CLIENT'S design consultant 4) Current ALP. DOWL will complete the IFE by March 12, 2025. DOWL will provide an Independent Fee Estimate Spreadsheet for a Lump Sum Fee of 5,000. This fee assumes: 1) others will prepare the necessary record of negotiations for FAA 2) analysis of design consultant costs will not require significant revisions of the Fee Estimate Spreadsheet 3) Up to two phone call or MS Teams discussions will occur with the CLIENT. DOWL Standard Terms and Conditions are incorporated by reference and appended hereto. Please sign the attached contract and return a copy along with this letter to indicate acceptance of this proposal. A fully executed copy will be returned to you. Sincerely, Darren Murata, Senior Project Manager DOWL Project No.: TBD Standard Short Form Contract Page 1 of 6 January 2023 revision STANDARD AGREEMENT FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of February 26, 2025 and shall expire March 25, 2025 between City of Ashland, 20 East Main St Ashland, OR 97520 (Client) and DOWL, 15325 SE 30th P/ Suite 300 Bellevue, WA 98007 (DOWL). Client and DOWL agree that DOWL will perform the professional services identified in the attached letter. Representatives: CLIENT: Chance Metcalf DOWL: Darren Murata SCOPE OF SERVICES: One Independent Fee Estimate completed by March 12, 2025. COMPENSATION by CLIENT to DOWL: Reimbursement shall be on a Lump Sum Basis for a price of $5,000. DOWL shall provide one invoice following completion of the work. The following are hereby made a part of this AGREEMENT by attachment: Terms and Conditions (3 pages) Letter —Scope of Services Services covered by this Agreement will be performed in accordance with the attached Terms and Conditions and any Exhibits, Attachments, and/or Special Conditions. This Agreement supersedes all prior agreements and understandings and may only be changed by written amendment executed by both parties. IN WITNESS WHEREOF: Persons authorized to commit the resources of the Parties have executed this Agreement: and this agreement may be signed in any number of counterparts, each of which is an original, and all of which taken together constitute one single document: Accepted for Client: Accepted for DOWL: By: By: Title: Title: Date: Date: Tax ID No or 92-0166301 SSN: Standard Short Form Contract Page 2 of 6 January 2023 revision Illlluu����� DOWL DOWL STANDARD CONTRACT TERMS AND CONDITIONS SECTION 1 - SERVICES OF DOWL SECTION 3 - OBLIGATIONS OF CLIENT A. Basic Services DOWL shall provide Client the services as described in this Agreement within the periods stipulated herein. Services will be paid for by Client as indicated herein. B. Schedule DOWL's services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion. Unless specific periods of time are specified in this Agreement, DOWL's obligation to render services hereunder will be for a period that may reasonably be required for the completion of said services. C. Authorization to Proceed Execution of this Agreement by Client will be authorization for DOWL to proceed with the Work as scheduled, unless otherwise provided for in this Agreement. D. Delay If in this Agreement, specific periods of time for rendering services are set forth, or specific dates by which services are to be completed, are provided, and if such periods of time or dates are changed through no fault of DOWL, the rates and amounts of compensation and time for completion provided herein shall be subject to equitable adjustment E. Changes/Additional Services The Scope of Services set forth in this Agreement is based on facts known at the time of execution of this Agreement, including, if applicable, information supplied by the Client. For some projects, the scope may not be fully definable during the initial stages and/or the Client may at any time during the term of this Agreement make changes within the general scope of the Agreement. If such facts discovered as the Project progresses, or changes that are requested by the Client, change the cost of, or time for, performing the services hereunder, DOWL will promptly provide Client with an amendment to this Agreement to recognize such changes. SECTION 2 - TERMS OF PAYMENT A. Invoicing DOWL will submit invoices to Client for services rendered and reimbursable expenses incurred each month. Invoices will be prepared in accordance with DOWL's standard invoicing practices. Such invoices will represent the value of the completed Work and will be in accordance with the terms for payment in this Agreement. B. Progress Payments Invoices are due and payable within 30 calendar days of the date of the invoice. If Client fails to pay undisputed invoices when due, the amounts due will be increased at the rate of 1.0% per month from said 30t" day. In addition, DOWL may at any time, without waiving any other claim against the Client, and without thereby incurring any liability to the Client, suspend or terminate performing work hereunder in accordance with Section 5.0 of this Agreement. Payments will be credited first to interest and then to principal. In the event of a disputed or contested invoice, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. A. Furnish Data Client shall provide all criteria and full information as to Client's requirements for the Project and furnish all available information pertinent to the Project, including reports and data relative to previous designs or investigations at or adjacent to the site. Client shall provide such legal, independent cost estimating, and insurance counseling services as may be required for the Project. B. Representative Client will designate a person to act with authority on Client's behalf in respect of all aspects of the Project. C. Timely Review Client will examine DOWL's studies, reports, drawings and other project -related work products and render decisions required in a timely manner. D. Prompt Notice Client will give prompt written notice to DOWL whenever Client observes or otherwise becomes aware of hazardous environmental conditions or of any development that affects the scope or timing of DOWL's Scope of Services or any defect in the Services of DOWL or the work of any Contractor. E. Site Access Client will arrange for safe access to and make provisions for DOWL and DOWL's sub consultants to enter upon public or private property as required for DOWL to perform the Services under this Agreement. SECTION 4 - OBLIGATIONS OF DOWL A. Independent Contractor DOWL is an independent contractor and will maintain complete control of and responsibility for its employees, subcontractors and sub consultants. DOWL shall also be solely responsible for the means and methods for carrying out the Scope of Services and for the safety of its employees. B. Performance DOWL will perform its Services using that degree of care and skill ordinarily exercised under the same conditions by Design Professionals practicing in the same field at the same time in the same or similar locality. Professional services are not subject to, and DOWL cannot provide any warranty or guarantee, express or implied, including warranties or guarantees contained in any uniform commercial code. Any such warranty or guarantee contained in any purchase order, requisition or notice to proceed issued by the Client are specifically objected to. C. Publicity DOWL will not disclose the nature of its Scope of Services on the Project or engage in any publicity or public media disclosures with respect to this Project without the prior written consent of Client. D. Insurance DOWL will maintain the liability insurance coverages listed below for Professional, Commercial General, Automobile, as well as, Worker's Compensation and Employer's Liability. 1. Workers' Compensation Insurance for all employees of DOWL engaged in work under this contract as required Standard Short Form Contract July 2019 revision Page 3of6 by the laws of the state where the work is to be concerning such products or issuances; performed. This coverage will include statutory coverage 3. Providing surety bonding or insurance -related advice, and employer's liability protection of $1,000,000 per recommendations, counseling, or research, or person, $1,000,000 per occurrence. enforcement of construction insurance or bonding 2. Commercial General Liability Insurance with limits of requirements; or $1,000,000 per occurrence and $2,000,000 aggregate. 4. Providing legal advice or representation. This policy shall include the Client as an additional insured, with respect to the work done by or on behalf of SECTION 5 - GENERAL CONSIDERATIONS DOWL and arising out of the Scope of Services under this agreement. A. Reuse of Documents 3. Automobile Liability Insurance with limits of $1,000,000 1. All documents are instruments ofservice in respecttothis per occurrence and combined single limit. This policy Project, and DOWL shall retain an ownership and shall include the Client as and additional insured, with property interest therein (including the right of reuse at respect to the work done by or on behalf of DOWL and the discretion of DOWL) whether or not the Project is arising out of the Scope of Services under this completed. Client may make and retain copies for agreement. information and reference in connection with the use and 4. Professional Liability Insurance with limits of $1,000,000 occupancy of the Project. Such documents are not per claim and $1,000,000 aggregate, written on claims intended or represented to be suitable for reuse by Client made basis. or others on extensions of the Project or on any other project. Any reuse without written verification of DOWL Certificates evidencing such coverage will be provided, upon will be at Client's sole risk. Client shall indemnify and request, to Client upon request once the contract is fully executed. hold harmless DOWL and DOWL's Consultants from all claims, damages, losses, and expenses, including E. Compliance with Laws attorney fees arising out of or resulting therefore. DOWL will use reasonable care in accordance with 4.13 to comply 2. Copies of documents that may be relied upon by Client with applicable laws in effect at the time the Services are are limited to the original printed copies (also known as performed hereunder, which to the best of its knowledge hard copies) that are signed or sealed by DOWL. information and belief, apply to its obligations under this 3. Because data stored in electronic media format can Agreement. deteriorate or be modified, inadvertently or otherwise, without authorization of DOWL, the parry receiving the F. No responsibility for Contractor Performance electronic files agrees to perform acceptance tests or DOWL will not be responsible for the quality of work for any person procedures within 60 days, after which the receiving party or entity (not including DOWL, its employees, representatives, and shall have deemed to have accepted the data thus Consultants) performing or supporting construction activities transferred. Any errors detected within the 60-day relating to the Project (Contractor), or for any Contractor's failure acceptance period will be corrected by DOWL. DOWL to furnish or perform its work in accordance with the contract will not be responsible to maintain documents stored in documents. electronic media format after acceptance by Client. G. No responsibility for Site Safety 4. DOWL makes no representations as to long term Construction Contractors shall be solely responsible for the compatibility, usability, or readability of documents supervision, directions and control of their work; means, methods, resulting from use of software application packages, techniques, sequences and procedures of construction; safety operating system, or computer hardware differing from precautions and programs; and compliance with applicable laws those used by DOWL at the beginning of this Project. and regulations B. Indemnibcation H. Equal Opportunity Employment 1. DOWL agrees, to the fullest extent allowed by law, to DOWL is committed to the principles of equal opportunity and affirmative indemnity and hold harmless Client from and against any action in employment and procurement. DOWL does not discriminate liability, damages and costs (including reimbursement of against applicants, employees, or suppliers on the basis of factors reasonable attorney's fees and costs of defense) arising protected by federal or applicable state laws. out of the death or bodily injury to any person or the destruction or damage to any property, arising during the I. Services Not Included. performance of professional services under this DOWL's services and Additional Services do not include: Agreement, but only to the extent caused by the negligent act, or omission of DOWL or anyone for whom 1. Serving as a "municipal advisor" for purposes of the DOWL is legally responsible. DOWL's defense registration requirements of Section 975 of the Dodd- obligations under this indemnity paragraph means only Frank Wall Street Reform and Consumer Protection Act the reimbursement of reasonable defense costs to the (2010) or the municipal advisor registration rules issued proportionate extent of DOWL's actual liability obligation by the Securities and Exchange Commission; hereunder. 2. Advising Client, or any municipal entity or other person or 2. Client agrees to indemnify and hold harmless DOWL entity, regarding municipal financial products or issuance from any liability, damages and costs, (including of municipal securities, including advice with respect to reasonable attorney's fees and costs of defense) but only the structure, timing, terms, or other similar matters to the extent caused by the negligent acts, errors, and Standard Short Form Contract Page 4 of 6 July 2019 revision omissions of the Client, Clients contractors, consultants, and anyone for whom Client is legally responsible. 3. A party's total liability to the other party and anyone claiming by, through or under the other party for any claim, cost, loss or damage (including reasonable attorney fees and cost of defense) caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share the party's actual negligence bears to the total of all negligence of Client, DOWL and all other negligent entities and individuals. C. Termination / Suspension 1. Client may terminate this Agreement for convenience. In such event, DOWL will be entitled to compensation for Services performed up to the date of termination, including profit related thereto, plus any expenses of termination. 2. The obligation to provide further Services under this Agreement may be suspended by either party upon 7 days written notice or terminated by either party upon thirty (30) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof (including Client's obligation to make payments required hereunder) through no fault of the suspending or terminating party, and defaulting party does not commence correction of such nonperformance within five (5) days of written notice and diligently completes the correction thereafter. D. Mutual Waiver To the fullest extent permitted by Laws and Regulations, DOWL and Client waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to this Agreement or the Project, from any cause or causes. E. Limitation of Liability Notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of DOWL and DOWL's officers, directors, members, partners, agents, employees, and Consultants, to Client and anyone claiming by, through or under Client for any and all claims, losses, expenses, costs, or damages whatsoever arising out of, resulting from, or in any way related to DOWL's services. or this Agreement, from any cause or causes whatsoever, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied, shall not exceed the total amount of $50,000 or two times the total compensation received by DOWL under this Agreement, whichever is greater. F. Limits of Agreement This instrument contains the entire Agreement between the parties, and no statement, promise or inducements made by either party that are not contained in this written Agreement shall be valid or binding. This Agreement upon execution by both parties hereto, can only be amended by written instrument signed by both parties. G. Severability and Survival The various terms, provisions and covenants herein contained shall be deemed to be separate and severable, and the invalidity of unenforceability of any of them shall not affect or impair the validity or enforceability of the remainder. H. Waiver No waiver by either party of any default by the other party in the performance of any particular section of this Agreement shall invalidate any other section of this Agreement or operate as a waiver of any future default, whether like or different in character. I. Choice of Law and Venue The parties agree that any action at law or judicial proceeding for the enforcement of this Agreement or any provision thereof shall be instituted only in the courts of the State of Washington , and it is mutually agreed that this Agreement shall be governed by the laws of the State of Washington , both as to interpretation and performance. J. Material Adverse Effect This Agreement may be amended if an event, change or effect creates a material adverse effect upon the operation of DOWL. Such material adverse effect may be created by, or be the effects of Acts of God (including fire, flood, earthquake, storm, or other natural disaster), war (whether declared or not declared), terrorist activities, labor dispute, strike, lockout or interruption or failure of electricity or telephone service which materially impairs DOWL's ability to operate business in accordance with the provisions of this Agreement. K. No Third -Party Benebciaries Nothing contained in this Agreement nor the performance of the parties hereunder, is intended to benefit, nor shall inure to the benefit of, any third party, including Client's contractors, if any. L. Successor, Assigns, and Benebciaries Neither Client nor DOWL may assign, sublet, or transfer any rights under or interest (including but without limitation, moneys that are due or may become due during or post -contract performance) in this Agreement without the written consent of the other, except as mandated or restricted by law. No assignment will release or discharge the assignor from any duty or responsibility under this Agreement. M. Statutes of Limitation To the fullest extent permitted by law, parties agree that, except for claims for indemnification, the time period for bringing claims under this Agreement shall expire one year after Project completion. N. Authority The person signing this Agreement warrants that they have the authority to sign as, or on behalf of, the party for whom they are signing. (Remainder of page is blank) Standard Short Form Contract July 2019 revision Page 5of6 / Standard Short Form Contract Page 6 of 6 July 2019 revision