HomeMy WebLinkAbout2021-056 AGRMT- DOWL,LLC •
PERSONAL SERVICES AGREEMENT (GREATER THAN$25,000.00)
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CONSULTANT: DOWL,LLC
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CITY OF CONSULTANT'S CONTACT: Jaime Jordan
ASHLAND
20 East Main Street ADDRESS: 831 O'Hare Parkway
Ashland,Oregon 97520 Medford, OR 97501
Telephone: 541/488-5587
Fax: 541/488-6006 TELEPHONE: 541-774-5590 •
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This Personal Services.Agreement(hereinafter"Agreement") is enteredinto by and between the
City of Ashland,an Oregon municipal corporation(hereinafter"City")and DOWL,LLC,a foreign limited
liability company ("hereinafter "-Consultant'),for engineering and other services related to the City's
project entitled"Ashland Street Overlay from Siskiyou Boulevard to Faith Avenue."
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 tenriinate 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 December 31,2022.
2. Scope of Work: Consultant will provide engineering, cost estimating,plan preparation,
management,coordination,and other related services for the City's project entitled"Ashland
Street Overlay from Siskiyou Boulevard to Faith Avenue"as more fully set forth in the
Consultant's written Proposal.dated June 21,2021,which is attached hereto as"Exhibit A"and
incorporated herein by this reference. Consultant's services are collectively referred to in this
Agreement as the"Work."
3. Compensation: City shall pay Consultant at the hourly rates and costs as set forth in"Exhibit
A"for Consultant's performance of all Work wider this Agreement. In no.event shall
Consultant's total of all compensation and reimbursement under this Agreement exceed the sum
of$459,691.33 (four hundred fifty-nine thousand,six hundred ninety-one dollars and
thirty-three cents)without the express,written approval from the City official whose.signature
appears below,or such official's successor in office. 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.
Page 1 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND DOWL,LLC
FORM#3 CITY OF
ASHLAND
A rc;(Itle:A for it i lirclavi , Order
RIEQ n,11pSIITQON Date of request: 0611012021 i
• Required date for delivery: 0910112021
Vendor Name • DOWL,LLC • . ,
Address,City,State,Zip 920 County Club Road,Suite 1008;Eugene,.OR 97401
Contact Name&'Telephone Number Jaime Jordan,(541)464-0595
Email address
_JJordan@dowl.com •
SOURCING METHOD
❑ Exempt from Competitive Bidding 0 invitation to Bld ❑ Emergency :
❑ Reason for exemption: Date approved by Council: . . El Form 1113,Written findings and Authorization ,
EI AMC 2.50 _(Attach copy of council communication) 0,Written quote or proposal attached
❑ Written quote or proposal attached , •' (If council approval required,attach copy of CC)
❑ Small Procurement VE Request eriuost for Proposal CooporativoProcurement
Not exceeding$5,000 , Date approved by Council:0611612021 ❑ Stale of Oregon
❑ Direct Award m 4Attach'copy of council communication) Contract# .
❑ VerbalMlritten bids)or proposal(s) 0 Request for Qualifications(Public Works) 0 Stale of Washington
Dale approved by Council: Contract*
(Attach copy of council communication) 0 Other government agency contract
Jntermediate Procurement 0 Sole Source Agency
GOODS&SERVICES ❑ Applicable Form(115,6,7 or 0) Contractil
Greater than$5,000 and loss than$100.000 ❑ Written quote or proposal attached 'Intergovernmental Agreement
❑ (3)Written bids&solicitation attached ❑ Form1id,Personal Services$5K to$75K Agency
PERSONAL SERVICES Dale approved by Council: 0 Annual cost to City does not exceed$25,000. '
Greater than$5,000 and loss than$75,000 Valid until: (Date) Agreement approved by Legal and approved/signed by
'❑ 'Less,than$35,000,by direct appointment ID Special Procurement City Administrator.AMC 2.50.070(4)
❑ (3)Written proposals&'solicitation attached ❑ Farm 119,Request for Approval' D.Annual cost to City exceeds$25;000,Council •
❑ Form 114,Personal Ser 1ces$5K to$751( ❑ 'Written quote or proposal attached approval required.(Attach copy of council communication)
Dale approved by Council:
Valid until: (Date)
Description of SERVICES Total Cost
PersonalServices Contract for Ashland Street Overlay Engineering Design
$459091.33 •
Item II Quantity Unit Description of MATERIALS Unit.Price Total Cost _
❑ Per attached quotelproposal TOTALOST
Project Number 2 0 1 0 2 1. 1 0 o Account Number 0 8 1 -2 0 0.7 0 4 2 0 0
Account Number, • Account Number
'Expenditure must be charged to the appropriate account numbers for the financials to accurately relied the actual expenditures.
IT Directorin collaboration with department to approve all hardware and software purchases:
IT Director Date Support-Yes/No
By signing lhlsrequisilionI.n( :difythat theCity's public contractingrequirenrenitshave been satisfied.
Employee: AV .��� DepartmentHead.`1riP~tl_® 6 10.1
,- /....----- .RQ 1t'rgreaterilia 000)
Department Manager/Supervisor: City Mena er: ��/ )lobe v oilliallir.
quaitoorpr alerthan$25,000)
Funds appropriated for current fiscal year: YES/NO . . —/7-7(17-L/
Finance Director-(Equal to orgrealorlhan$5,000) Date
Comments:
Ferm113-Requisitios I
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4. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other
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.
5. All Costs Borne by Consultant: Consultant shall,at its own risk,perform the Work described
above and,unless otherwise specified in this Agreement,furnish all labor,equipment,and
materials required for the proper performance of such Work.
6. Qualified Work: Consultant has represented,andbyentering 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 mannerand,if
required to be registered;licensed,or bonded by the State of Oregon,are so registered,licensed,
or bonded.
7. 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 might shall vest in and is hereby assigned
to.the City.
8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated
by reference into this Agreement: ORS 279B.220,279B.230 and 279B:235.
9. Living Wage Requirements: If the amount of this Agreement is$22,310.46 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 City's Living Wage notice attached hereto as"Exhibit B"
in areas where it will be seen by all employees.
10. 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, of whatsoever nature
arising out of or incident to the 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. "
11. Termination: •
' a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent
of the parties.
b. City's Convenience. This Agreement may be terminated by City at any time upon not
less than thirty(30)days'prior written notice to Consultant.
c. For Cause. City may terminate or modify this Agreement,in whole or in part,effective
Page 2 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND DOWL,LLC
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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.
13. Assignment: Consultant shall not assign this Agreement 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 of the'Work shall not create any contractual relation between the
assignee or subcontractor and City.
14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any
material breach or default of anycovenant,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.
15. Insurance. Consultant shall,at its own-expense,maintain-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$2,000,000(two million dollars)per claim. This is to cover any damages caused by
errors,omissions,or negligent acts related to the•professional services to be provided under
this Agreement. "Tail"coverage will be required at thecompletion of the Work under this
• Agreement for not less than twenty-four(24)months following completion of all Work,
provided that the continuous"claims made"coverage has a retroactive date on or before the
. Effective Date of this Agreement.
c. 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.•
d. Automobile Liability insurance with a combined single limit, or the equivalent,of not less
than$1,000,000(one million dollars)for each accident for Bodily Injury and Property
Damage,including coverage for owned,hired or non-owned vehicles,as applicable:
e. Notice of cancellation or change. There shall be no cancellation,material change,reduction
of limits or 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.
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, 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
Page 4 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND DOWL,LLC
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 Agreement or are no longer eligible for the funding proposed for payments
authorized by this Agreement; or
iii. 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.
d. For Default or Breach.
i. 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'pther 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:
ii. 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.
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
Agreement.
e. Obligation/Liability of Parties. Termination or modification of this Agreement 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
Subsection a,b,c,or d 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 Worlc performed prior to.
• the termination date if such Work was performed in accordance with this Agreement.
12. 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
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Page 3 of 7:_ PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND DOWL,LLC
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by this Agreement,the Consultant shall'furnish acceptable insurance certificates prior to
• commencing the Woik under this Agreement. 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.
16. 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.
17. Consultant's Compliance With Tax Laws:
17.1 Consultant represents and warrants to the City that:
17.1:1 Consultant'shall,throughout the-term of this Agreement,including any extensions
hereof, comply with:
(i)All tax laws of the State of Oregon,including but not limited to ORS 305.620 and
ORS Chapters 3.16,317,and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to Consultant;and
(iii) Any rules,regulations, charter provisions,or ordinances that implement or
enforce any of the foregoing tax laws or provisions.
17.1.2 Consultant, for a period of no fewer than six(6)calendar years preceding the Effective
Date of this Agreement,has faithfully complied with:
(i) All tax laws of the State of Oregon,including but not limited to ORS 305.620 and
ORS Chapters 316,317,and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to Consultant;and •
(iii) Any rules,regulations,charter provisions, or ordinances that implement or
enforce any of the foregoing tax laws or provisions.
18. 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 address or facsimile
number set forth below:
If to the City:
Page 5 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND DOWL,LLC
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Public Works
Attn:Karl Johnson
20 East Main Street • •
Ashland,Oregon.97520
With a copy to: ,
• City of Ashland—Legal Department
20 E. Main Street
Ashland,Oregon 97520
Phone: (541)488-5350
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If to Consultant: •
DOWL LLC
Jaime.Jordan
831 O'Hare Parkway
Medford,OR 97501
19. 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 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.
20. Amendments. This Agreement may be amended only by written instrument executed by both
parties with the same formalities as this Agreement.
21. Nonappropriations 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.
22. 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
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Page 6 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND.DOWL,LLC
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OR WRI;TTEN,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:
23. Certification. Consultant agrees toand shall sign the certification attached hereto as"Exhibit
C"and incorporated herein by this reference.
IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective
names by their duly authorized representatives as;of the dates.set forth below.
CITY Il ASHLAND: DOWL LLC(CONSULTANT):
DIOOaIIV alyned by Gey Hakoncon
\ , Reeaona em approving UJa document
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By: V i �,\`h1 By I, . ale:2021.08.0510:32:2&07'00'
Manager Pio Tern Sig''ature
OuveL5. Mllli A1n.
3�2e 7
G-01 44 ak2✓1 �n
Date Printed Name
• 5QA M4? -
Title '
Purchase Order No. $I52�
ate
• (W-9 is to be submitted with this signed Agreement)
(
APPROVED AS TO FORM:
//6 "6.-
Interim City,Attorney
/y Zo2 /
Date
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• Page 7 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND DOWL,LLC
D D W L •
June 21, 2021
• Karl Johnson, E.I.T.
City of Ashland Engineering Department
20 East Main Street
Ashland, OR 97520
Subject: Ashland Street Overlay from Siskiyou Boulevard to Faith Avenue
2752.80029-01
Dear Karl:
Project Understanding '
We understand that pavement restoration on this deteriorating'section of Ashland Street is
critical to maintaining east-west connectivity and access to the surrounding commercial,
residential, and recreational areas for this City of Ashland (City) "boulevard."While the primary
improvement will consist of an asphalt overlay and partial rebuild of Ashland Street between
Siskiyou Boulevard and Faith Avenue, the project will also include replacement of non-compliant
Americans with Disabilities Act(ADA) sidewalk ramps andinstallation of pedestrian-activated
signals with a flashing light at potentially two locations.
We understand the City expects to complete design and construction in 2022.
TASK 1 ' PROJECT MANAGEMENT AND COORDINATION
Task.1.1 Project Management and Coordination
The major objectives of this task are to schedule, coordinate, and supervise project work and to
establish lines of communications between DOVVL and City staff. DOWL shall keep the City
project manager informed of the project work progress and aware of changes that may affect
the project design, schedule, and related costs.
DOWL will be responsible for the following project management tasks:
o Schedule, coordinate, and supervise project work
• Maintain communications and coordination with City staff
• Monitor scope, schedule & budget for the project
o Produce monthly invoices and,progress reports (assumed to be no more than ten)
Task 1.2 Project Meetings
DOWL staff will lead project meetings to discuss project details, review comments and updates
and provide a written summary and create an action item list as necessary. For budgeting
purposes, itis assumed that two DOWL staff members from the Medford office will attend up to
3 separate coordination/review meetings to discuss the project with the City staff and coordinate
design details at a kick-Off meeting and after each design milestone.
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541-774-5590 800-865-9847(fax) El 831 O'Hare Parkway a Medford,Oregon 97504 El www.dowl.com