HomeMy WebLinkAbout1998-034 Contract - Ram Sharma CONSULTANT SERVICES CONTRACT
Consultant services contract made on the date specified below in Recital A between
the City and Consultant as follows:
Recitals:
A. The following information applies to this contract:
CITY: CITY OF ASHLAND
City Hall
20 E. Main St.
Ashland, Oregon 97520
Phone: (541) 488-6002
FAX: (541) 488-5311
Consultant: Mr. Ram Sharma, PE
Morrison Knudsen Corporation
Address: MK Centennial
One Market,
Steuart Tower, Suite 400
San Francisco, CA 94105
Telephone: (415) 442-7300
FAX: (415) 442-7405
Date of this agreement:
March 23, 1998
¶ B: RFP date: Verbal and Written Request Jan 1998
Proposal date: Feb 4, 1998, with supplemental tasks dated
Mar 16, 1998
¶ 2.2. Contracting officer: Paula C. Brown, PE, Public Works Director
¶ 2.4. Project: HOSLER DAM / REEDER GULCH SAFETY REPORT
¶ 6.1. Consultant's representative: Mr. Ram Sharma, PE
¶ 8.3. Maximum contract amount: $32,400; Feb 4, 1998 Proposal plus
Supplemental Tasks A1 and A3 only (as per attachment)
B. On the date noted above, City requested a proposal (Proposal) for consulting
services needed by City for the project described above. Consultant submitted a
proposal in response to the request on the date noted above.
C. After reviewing Consultant's proposal and proposals submitted by other offerors,
City selected Consultant to provide the services covered by the Proposal.
City and Consultant agree as follows:
1. Relationship between City and Consultant: Consultant accepts the relationship of
trust and confidence established between Consultant and City by this contract.
Consultant covenants with the City to perform services and duties in conformance to
and consistent with the standards generally recognized as being employed by
professionals of consultant's caliber in the locality of the project. Consultant further
covenants to cooperate with City, City's representatives, contractors, and other
interested parties in furthering the interests of City with respect to the project. In
order to promote successful completion of the project in an expeditious and
PAGE 1-CONTRACT
economical manner, Consultant shall provide professional consulting services for
City in all phases of the project to which this contract applies, serve as City's
professional consulting representative for the project, and give professional
consultation and advice during the term of this contract. Consultant acknowledges
that City is relying on consultant to provide professional consulting services in a
manner that is consistent with the interests of City.
2. Definitions: Generally words, terms and phrases used in this contract shall have
the meaning ascribed to them in the construction industry, unless the context clearly
indicates otherwise. As used in this contract:
2.1. "City" means the City of Ashland, Oregon.
2.2. "Contracting Officer" means the person specified in Recital A above or
that person's designee.
2.3. "Project" means the project described in Recital A.
2.4. "Work" or "Services" shall mean all labor, materials, plans, specifications,
opinions, reports, and other consulting services and products which Consultant is
required to provide under this contract.
3. Term: The term of this contract shall commence on the date specified in Recital A
above and end on completion of all services required by this contract unless sooner
terminated as provided in this contract.
4. Authority of Contracting Officer: The contracting officer shall have the authority to
act on behalf of City in the administration and interpretation of this contract. The
contracting officer shall have complete authority to authorize services, transmit
instructions, receive information, interpret and define City's policies and make other
decisions with respect to Consultant's services.
5. Consulting Services: Consultant shall provide services to City that are described
in the Proposal.
5.1. In connection with the services described in the Proposal, Consultant
shall:
5.1.1. Consult appropriate representatives of City to clarify and
define City's requirements relative to the services.
5.1.2. Review available data relative to the services.
5.1.3. Identify data which is not available and is needed to fulfill
the services, and act as City's representative in obtaining such data.
PAGE 2-CONTRACT
5.1.4. Prepare monthly progress reports to the contracting
Officer on the status of services.
5.1.5. Cooperate with other consultants retained by City in the
exchange of information needed for completion of the services and the
project.
5.2. Consultant shall commence performance of services within five days after
receiving written authorization from the contracting officer for work described in the
Proposal. Consultant shall perform the services as expeditiously as is consistent
with professional skill and care and the orderly progress of the project. Upon request
of City, Consultant shall submit for City's approval, a schedule for the performance
of work elements described in the Proposal. Each schedule shall include allowance
for periods of time required for City's review and approval of Consultant's services.
Each schedule, approved by City, shall become a part of this contract.
5.3. Consultant shall perform the services as an independent contractor in
accordance with generally accepted standards in Consultant's profession.
Consultant shall be responsible for the professional quality, technical accuracy and
the coordination of all services performed by Consultant. Consultant shall, without
additional compensation, correct or revise any error or deficiencies in the services
that are caused by Consultant's negligence. City's review, approval, acceptance of,
or payment for, any of the services shall not be construed to waive any of City's
rights under this contract or of any cause of action arising out of Consultant's
services. In the event of any breach of this contract by Consultant or negligent
performance of any of the services, City's cause of action against Consultant shall
not be deemed to accrue until City discovers such breach or negligence, or should
have, with reasonable diligence, discovered such breach or negligence. The
preceding sentence shall not be construed, however, to allow City to prosecute an
action against Consultant beyond the maximum time limitation provided by Oregon
law.
6. Assignment of Consultant's Personnel:
6.1. The services covered by this contract shall be rendered by, or under the
supervision of the person specified in Recital A above, who shall act as Consultant's
representative in all communications and transactions with City.
6.2. Consultant will endeavor to honor reasonable specific requests of City
with regard to assignment of Consultant's employees to perform services if the
requests are consistent with sound business and professional practices.
7. Responsibilities of City:
7.1. City will cooperate fully with Consultant to achieve the objectives of this
contract.
PAGE 3-CONTRACT
7.2. City will provide information, documents, materials and services that are
within the possession or control of City and are required by Consultant for
performance of the services.
7.3. City will arrange for access to, and make all provisions for Consultant to
enter upon, public and private property as required for Consultant to perform the
services.
7.4. City will provide all permits necessary for completion of the project.
7.5. The contracting officer will act as liaison between City, Consultant, public
agencies, and others involved in the project.
8. Payment:
8.1. City shall pay Consultant for services and reimburse Consultant for
expenses incurred by Consultant in performance of services in accordance with a
payment schedule to be submitted by Consultant and accepted by City. No
reimbursement will be made for expenses that are not specifically itemized in this
payment schedule without prior approval by the contracting officer.
8.2. Consultant shall submit monthly invoices to City for Consultant's services
within ten days after the end of the month covered by the invoice.
8.3. Total payments under this contract or any amendments shall not exceed
the sum specified in Recital A above.
9. Compliance with Law:
9.1. This contract will be governed by and construed in accordance with laws
of the State of Oregon. Consultant shall promptly observe and comply with all
present and future laws, orders, regulations, rules and ordinances of federal, state,
City and city governments with respect to the services including, but not limited to,
provisions of ORS 279.312,279.314,279.316 and 279.320.
9.2. Pursuant to ORS 279.316(2) any person employed by Consultant who
performs work under this contract shall be paid at least time and a half pay for all
overtime in excess of 40 hours in any one week, except for persons who are
excluded or exempt from overtime pay under ORS 653.010 to 653.261 or under 29
U.S.C. Sections 201 to 209.
9.3. Consultant is a "subject employer" as defined in ORS 656.005 and shall
comply with ORS 656.017. Prior to commencing any work, Consultant shall certifi/to
City that Consultant has workers' compensation coverage required by ORS Chapter
656. If Consultant is a carrier insured employer, Consultant shall provide City with a
certificate of insurance. If Consultant is a self-insured employer, Consultant shall
PAGE 4-CONTRACT
provide City with a certification from the Oregon Department of Insurance and
Finance as evidence of Consultant's status.
10. Ownership of Documents: All documents prepared by Consultant pursuant to
this contract shall be the property of City. To the extent permitted by law, City shall,
within the limits of the Oregon Tort Claims Act, defend, indemnify and hold harmless
Consultant, its consultants, agents and employees against all damages, claims,
expenses and losses arising out of any reuse of plans, specifications and other
documents prepared by Consultant without prior written authorization of Consultant.
11. Records:
1 1.1. Consultant shall develop and maintain complete books of account and
other records on the services which are adequate for evaluating Consultant's
performance. Consultant shall maintain records in such a manner as to provide a
clear distinction between the expenditures and revenues related to the project and
the expenditures and revenues related to Consultant's other business.
11.2. Consultant's books and records shall be made available for inspection
by City at reasonable times, to verify Consultant's compliance with this contract. City
shall have the right to request an audit of Consultant's books and records by a
certified public accountant retained by City.
12. Indemnification: Consultant shall defend, indemnify and save City, its officers,
agents, and employees harmless from any and all claims, actions, costs, judgments,
damages or other expenses resulting from injury to any person (including injury
resulting in death,) or damage to property (including loss or destruction), of
whatsoever nature arising out of or incident to the negligent performance of this
contract by Consultant (including but not limited to, the negligent acts or omissions
of 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 claims, actions, costs, judgments, damages or other expenses, directly and
proximately caused by the negligence of City.
13. Insurance:
13.1. Consultant shall, at its own expense, at all times during the term of this
contract, maintain in force:
13.1.1. A comprehensive general liability policy including
coverage for contractual liability for obligations assumed under this
contract, blanket contractual liability, products and completed
operations and owner's and contractor's protective insurance;
13.1.2. A professional errors and omissions liability policy; and
PAGE 5-CONTRACT
13.1.3. A comprehensive automobile liability policy including
owned and non-owned automobiles.
13.2. The coverage under each liability insurance policy shall be equal to or
greater than the limits for claims made under the Oregon Tort Claims Act with
minimum coverage of $500,000 per occurrence (combined single limit for bodily
injury and property damage claims) or $500,000 per occurrence for bodily injury and
$100,000 per occurrence for property damage.
13.3. Liability coverage shall be provided on an "occurrence" basis. "Claims
made" coverage will not be acceptable, except for the coverage required by
subsection 13.1.2.
13.4. Certificates of insurance acceptable to the City shall be filed with City
prior to the commencement of any work by Consultant. Each certificate shall state
that coverage afforded under the policy cannot be cancelled or reduced in coverage
cannot be made until at least 30 days prior written notice has been given to City. A
certificate which states merely that the issuing company "will endeavor to mail"
written notice is unacceptable.
14. Default:
14.1. There shall be a default under this contract if either party fails to perform
any act or obligation required by this contract within ten days after the other party
gives written notice specifying the nature of the breach with reasonable particularity.
If the breach specified in the notice is of such a nature that it cannot be completely
cured within the ten day period, no default shall occur if the party receiving the
notice begins performance of the act or obligation within the ten day period and
thereafter proceeds with reasonable diligence and in good faith to effect the remedy
as soon as practicable.
14.2. Notwithstanding subsection 14.1, either party may declare a default by
written notice to the other party, without allowing an opportunity to cure, if the other
party repeatedly breaches the terms of this contract.
14.3. If a default occurs, the party injured by the default may elect to terminate
thi~ contract and pursue any equitable or legal rights and remedies available under
Oregon law. All remedies shall be cumulative.
14.4. Any litigation arising out of this contract shall be conducted in Circuit
Court or District Court of the State of Oregon for Jackson County.
15. Termination without Cause:
15.1. In addition to the right to terminate this contract under subsection 14.3,
City may terminate by giving Consultant written notice sixty days prior to the
termination date.
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15.2. In addition to the right to terminate this contract under subsection 14.3,
Consultant may complete such analyses and records as may be necessary to place
its files in order and, where considered necessary to protect its professional
reputation, to complete a report on the services performed to date of termination.
15.3. If City terminates the contract under subsection 15.2, Consultant shall
be paid for all fees earned and costs incurred prior to the termination date.
Consultant shall not be entitled to compensated for lost profits.
16. Notices: Any notice required to be given under this contract or any notice
required to be given by law shall be in writing and may be given by personal delivery
or by registered or certified mail, or by any other manner prescribed by law.
16.1. Notices to City shall be addressed to the contracting officer at the
address provided for the City in Recital A above.
16.2. Notices to Consultant shall be addressed to the Consultant's
representative at the address provided for the Consultant in Recital A above.
17. Assignment: City and Consultant and the respective successors, administrators,
assigns and legal representatives of each are bound by this contract to the other
party and to the partners, successors, administrators, assigns and legal
representatives of the other party. Consultant shall not assign or subcontract
Consultant's rights or obligations under this contract without prior written consent of
City. Except as stated in this section, nothing in this contract shall be construed to
give any rights or benefits to anyone other than City and Consultant.
18. Modification: No modification of this contract shall be valid unless in writing and
signed by the parties.
Consultant
Vice'President
Fed. ID~
T
REVIE
~ty Department Head
Date:
REVIEWED AS TO FORM
Le al o nsel
City ~I~ ~:~
Date:
Coding
(for City use only)
PAGE 7-CONTRACT (p:rfp\rfp.fk)
CITY OF
April 14, 1998
ASHLAND
CITY HALL
ASHLAND, OREGON 97520
Mr. Ram Sharma, P.E., Project Manager
Morrison Knudsen Corporation
MK Centennial
One Market
Steuart Tower, Suite 400
San Francisco, CA 94105
NOTICE TO PROCEED
HOSLER DAM / REEDER GULCH SAFETY REPORT
Dear Mr. Sharma:
I have enclosed one fully executed copy of the Consultant Services Contract for your files. This
letter is your formal Notice to Proceed. Also enclosed is a copy of the approval letter from
FERC granting our extension until July 15, 1998 at which time the Part 12 Report will be due.
Please keep this time schedule in mind.
I would appreciate it if you could put together a schedule for me showing major task completion
timing and the dates you intend to be in Ashland. This will help me plan my schedule for the
same time to ensure that I will be available if you have any questions.
If there are any concerns that arise, please feel free to contact me at my office.
Public Works Director / City Engineer
Enclosure
CC:
Pete Lovrovich, Director Electrical Department
Dennis Bamts, Public Works Superintendent
Jim Olson, Assistant City Engineer
~l~arbara Christensen (w/original contract)
Karl Swanson, FERC, Portland
G:Dawn/PW/Ram Sharma Notice to Proceed.wpd