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2020-037 PO 20200373- Engineered Monitoring Solution, LLC
CI -A Pu=rchase Order Wel PiaFiscal Year 2020 Page: 1 of: 1 B City of Ashland —_-=— -- � ATTN:Accounts Payable 20 E. Main Purchase '] L Ashland, R97520 Order# 2020031 3 T Phone: 541/552-2010 O Email: payable@ashland.or.us • ✓ H CIO Public Works Department E ENGINEERED MONITORING SOLUTION, LLC l 51 Wnburn Way N 617 N MAIN ST p Ashland, OR 97520 O NEWBERG, OR 97132 Phone: 541/488-5347 • •T Fax: 541/488-6006 J. 5503)537-0900 Paula Brown Cit Accounts Pa able Hosier Dam Monitoring 1 Hosier Dam Monitoring System Technical Support Assistance 1 $16,594.0000 $16,594.00 Personal Services Agreement Completion date: 06/30/2021 Project Account: Project Account: E-201529-999 ***************GL SUMMARY*************** 081500-604100 $8,297.00 111500-602400 $8,297.00 • • C iI By: �I�,- 04[0.0?-0 -- - '9 I �/J Date: 3` = Authorized Signature $16,694.00 E� , ol_ e 7--° o7� FORM #3 CITY OF A request ( 1/9ASHLAND requestfor a Purchase Order REQUISITION Date of request: - II q°1 I Required date for delivery: Vendor Name Engineered Monitoring Solutions,LLC • Address,City,State,Zip 617 N.Main Street Newberg,OR 97132 Contact Name&Telephone Number Barry Myers 503-537-0900 Email address SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid 0 Form#13,Written findings and Authorization ❑ AMC 2.50 Date approved by Council: 0 Written quote or proposal attached 0 Written quote or proposal attached (Attach copy of council communication) _(If council approval required,attach copy of CC) ❑ Small Procurement 0 Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: 0 State of Oregon ❑ Direct Award _(Attach copy of council communication) Contract# ❑ Verbal/Written bid(s)or proposal(s) 0 Request for Qualifications(Public Works) 0 State of Washington Date approved by Council: Contract# (Attach copy of council communication) 0 Other government agency contract Intermediate Procurement 0 Sole Source Agency - - GOODS&SERVICES 0 Applicable Form(#5,6,7 or 8) Contract# Greater than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached 0 Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES 0 Special Procurement 0 Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 0 Form#9,Request for Approval Agreement approved by Legal and approved/signed by 0 Less than$35,000,by direct appointment 0 Written quote or proposal attached City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached Date approved by Council: 0 Annual cost to City exceeds$25,000,Council O Form#4,Personal Services$5K to$75K Valid until:_ (Date) approval required.(Attach copy of council communication), Description of SERVICES Total Cost Hosier Dam Monitoring System technical support assistance ' ' _ :$16,594:00.• . . ' , Item# Quantity Unit Description of MATERIALS Unit Price Total Cost • ■ Per attached uotel ro /hrillf l TOTAL64 , ,COST. ❑ q p p ` 081500 604100 0 i�7, '..,,' ` Project N Account Number - r , Account Number - Account Num - 602400 *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. iT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form,I�cey�rtify that the City's public contracting requirements have been satisfied. ,I Employee:AlkAD 1,)�Ut Y ,� 6,--CeArDepartment Head: A. 4—r/ 'o�r`F'lmz1 (Equal., than$5,000) Department Manager/Supervisor: City Administrator: �� • (Equal to or greate an$25,000) n Funds appropriated for current fiscal year: dr /NO QcZ 144 370.3/00-)-a Deputy Finance Director-(Equal to or greater than$5,000) Date Comments: Form#3-Requisition CITY OF ASHLAND Memo DATE: March 16,2020 TO: Paula Brown PE,Director of Public Works FROM: Scott Fleury PE,Deputy Public Works Director RE: Low Risk,Less Stringent Insurance Coverage It is my intention to hire Barry Meyers of Engineered Monitoring Solutions to provide needed support with respect to the Dam Safety Program-instrumentation monitoring.Mr.Meyers is currently reducing his workload and plans on retiring and thus has reduced his overhead costs with respect to insurance.Mr.Meyers has an important understanding of the dam's current monitoring and instrumentation systems,many of which he was involved in the design of,and it is important to have him on contract retainer for the 2020 year to assess and fix any issues that come up with respect to site monitoring.He can access the system remotely from his office desktop and many of the fixes can be done this way.Generally,he provides one site visit per year to visibly inspect the systems.On these site visits he is always accompanied by City staff and his actions present very little• risk.His documentation is submitted to the FERC annually in the Dam Safety Surveillance Monitoring Report. Professional Liability It is my opinion that Mr.Meyers contractual work does not present a risk to the public or city operations. Automobile Liability The only vehicle operation associated with this project would be associated with a site visit to perform a site inspection over the period of one day. • Page 1 of 1 Fig • • ,CITY OF ASHLAND FORM #4 ID ESR .IIN MU1\S©WlLOC C1 l 1° D • - 1° i ce' 5 000 - $7'5 00 0 • To: Kelly Madding,Public Contracting Officer From: Paula Brown,Director of Public Works Date: 1/29/2020 Re: DETERMINATIONS TO PROCURE PERSONAL SERVICES • In accordance with AMC 2.50.120(A), for personal services contracts greater than $5,000, but less than $75,000, the Department Head shall make findings that City personnel are not available to perform the services, and that'the City does not have the personnel or resources to perform the services required under the proposed contract. However, the City Attorney,the Public Contracting Officer, or Local Contract Review Board, can require a formal solicitation for bids to ensure that the purposes of this chapter are upheld. Background • The Department of Public Works intent is to contract with a private consultant.the appropriate scope of • services developed for project number 2015-29. The scope of work for this project is associated with Reeder Gulch—Hosier Darn Ancillary Darn Safety Services as referenced in contract. The work is expected to take place in the 20/21 biennium with a not to exceed budget amount of $16,594.00, split between the Electric.department and Public Works. The amount appropriated in the current Council approved Public Works budget to perform this work is$30,000.00. Pursuant to AMC 2.50.120(A),has a reasonable inquiry been conducted as to the availability of City personnel to perform the services, and that the City does not have the personnel and resources to perform the services required under the proposed contract? The City of Ashland Engineering Division does not have the adequate_staff time or appropriate resources to provide the scope of service contemplated under this con tract. In addition, no other Department in the City has the resources or technical knowledge.to complete the work associated with this personal services contract. Form#4-Department Head Determinations to Procure Personal Services,Page 1 of 1,1/2912020 PERSONAL SERVICES AGREEMENT (LESS THAN $25,000) CONSULTANT: Engineered Monitoring Solutions, LLC. CITY O F, CONSULTANT'S CONTACT: Barry Myers ASHLAND 20 East Main Street ADDRESS: 617 N. Main Street Ashland,Oregon 97520 Newberg, OR 97132 Telephone: 541/488-5587 , Fax: 541/488-6006 TELEPHONE: 503-537-0900 This Personal Services.Agreement(hereinafter"Agreement") is entered into by and between the City of Ashland, ari Oregon municipal corporation (hereinafter "City") and Engineered Monitoring Solutions LLC, a Domestic.Limited Liability Company ("hereinafter"Consultant"),for Hosler Dam Monitoring System technical support assistance. _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 June 30, 2021. 2. Scope of Work: Consultant will provide Hosier Dam Monitoring System technical support assistance as more fully set forth in the Consultant's Scope dated January 24,2020,which is attached hereto as "Exhibit A"and incorporated herein by this reference. Consultant's services are collectively referred to herein as the"Work." 3. 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. 4. All Costs Borneby 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. 5. 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 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. Page 1 of 5: Personal Services Agreement with Engineered Monitoring Solutions LLC. - 6. Compensation: City shall pay Provider for its Work at the hourly rates as set forth in Exhibit"A" (EMS Scope of Services dated 1/24/2020),which is attached hereto and incorporated herein by this reference,as full compensation for Provider's performance of all Work under this Agreement. In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$16,594.00 without express,written approval from the City official whose signature appears below,or such official's successor in office. Provider expressly acknowledges that no other person has 3 authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 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 right 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 r ' reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is$21,507.75 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municippal Code by payina living wage,as ' defined in that chapter,to all employees performing Work under this Agreementandto 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. 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 Nr- (including loss or destruction)to property, of whatsoever nature arising out of or incident to the v performance of this Agreement by Consultant(including but not limited to,Consultant's employees, ,o// 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, subrogations, actions, costs,judgments,or other damages,caused solely by,the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both 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 delivered by certified mail or in person. c. 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: 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 Page 2 of 5: Personal Services Agreement with Engineered Monitoring Solutions LLC. 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 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. 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. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignmentor subcontract without written consent of City shall be void. 14. 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. 15. Insurance. Consultant shall,at its own expense,maintain the following insurance: a. Workers'Compensation. Consultant-shall obtain and maintain Workers' Compensation insurance in compliance.with ORS 656.017,which requires subject employers to provide Oregon Workers' Compensation coverage for its subject workers,unless such employers are exempt under ORS 656.126. If exempt under ORS 656.126, Consultant shall certify such exemption to the City. c. General Liability insurance with a combined single limit,or the equivalent,of not less than e e e $1,000,000(one million)per occurrence for Bodily Injury,Death, and Property Damage. 'age 3 of 5: Personal Services Agreement with Engineered Monitoring Solutions LLC. 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 by this Agreement, the Consultant shall furnish acceptable insurance certificates and endorsements prior to commencing the Work under this Agreement. 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 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. 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. - f 18. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with 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 Page 4 of 5: Personal Services Agreement with Engineered Monitoring Solutions LLC. ( 1 J I 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. 19. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 20. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS,EITHER 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. 21. Certification. Consultant shall execute 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 OF ASHLAND: ENGINEERED MONITORING SOLUTIONS LLC. (CONSULTANT): Signature By: Signature 14-ittki A. V�,-ide Printed Name u ,any et.y 5 CPrinted Name Title /3205/4 T Title 1-23 2a25:, Date, 3/5 /aoa .o Date (W-9 is to be submitted with this signed Agreement) Purchase Order No. 4242 Page 5 of 5: Personal Services Agreement with Engineered Monitoring Solutions LLC. i Exhibit A6744. _41 Engineered Monitoring Solutions 617 N.Main Street 1 Newberg,OR 97132 503-537-0900 ph January 24, 2020 5004.14 City of Ashland Public Works Department 20 East Main Street Ashland, Oregon 97520 Attn: Ms. Clara Marshall Re: Proposal for Equipment Maintenance Services Hosler Dam Monitoring System, Ashland, Oregon Dear Clara: We are pleased to submit this proposal to provide technical support assistance to the City in maintaining the existing Hosler Dam Monitoring System. This assistance will include an annual on-site maintenance inspection of the monitoring system, providing remote technical support using a VPN connection to the City's computer network, providing telephone support, and providing system maintenance/repairs as-needed. We understand that the City will be contracting with Federal Signal Corporation for the notification system maintenance and technical support. SCOPE OF SERVICES , Our proposed scope of work includes performing maintenance inspections which would include an on-site visit to the project to perform a visual inspection of the monitoring system components. To accomplish this, a visit to,the dam will be performed to inspect the system components including the reservoir level sensor, seismic recorders, ADAS equipment, solar power supplies, radio equipment, and surveillance camera equipment. A visit to the water treatment plant (WTP) will also be performed to inspect the ADAS equipment, 110 interface with the SCADA system, radio equipment, and surveillance cameras. We will manually trigger alarm conditions to the ADAS to test the integration of the ADAS and SCADA programming. We will also review the functionality of the web interface, and meet with City personnel to review the observed performance of the system over the past year. The results of the maintenance r i c - inspection will be presented in a letter report documenting the observed condition of each of the items inspected and will include recommendations for servicing or repair efforts, if needed. The transient protection that is used for the monitoring system is no longer available. We understand that the City would like to replace the transient protection with something that is available. We recommend using Model No. K-LB-2.30G by Pepperl Fuchs which can currently be purchased through Allied Electronics. The K-LB-2.30G has four protected terminals so 2 units will be needed for MCU1, 4 for MCU2, and 1 for the reservoir level sensor junction box. We will • procure a total of 9 units which will allow for 2 spares. A new junction box will also be provided for the reservoir level sensor because the K-LB-2.3G will not fit in the existing junction box. A new user action sheet will be prepared to assist the City with using the GeoDAS software application to perform common tasks for the GeoSig seismic recorders. These tasks include connecting to the recorders on the City network to observe battery voltages, state of health, test alarms, and download any recorded events. Remote technical support and servicing or repair efforts that will be required to maintain normal operations of the system are not known at this time. The scope of services for this proposal includes accomplishing these efforts as they are needed. Therefore, a budget item has been included for as-needed servicing or repair.efforts. No servicing or repair work will be performed without prior authorization from the City. FEES We estimate that the total cost for the scope of work Outlined above would be $16,594. A breakdown of the estimated labor effort and expenses is presented on the attached Table 1. We propose to perform this work on a time and materials basis in accordance with the attached Terms of Agreement for Equipment Maintenance Services. This estimate is based on the assumptions listed herein. Should you wish to modify the scope of work priorto accepting this agreement,we would be pleased to review this proposal and our estimated fee with you. SCHEDULE We are in a position to begin work on this project within 1 week after receiving your authorization to proceed. CONCLUDING COMMENTS If more than 90 days pass before authorizing the proposed work, we reserve the opportunity to review and modify this proposal where necessary. We look forward to continuing to be of service Page 2 Proposal 2020 Annual Maintenance.Hosier Dam Monitoring System.docx • to you on this project. Should you have any questions regarding this proposal, we would be pleased to confer with you at your convenience. Very truly yours, Engineered Monitoring Solutions by ,Addlr - Barry Myers President • • Encl. Table 1 Work Breakdown and Cost Estimate • Terms of Agreement for Equipment Maintenance Services • • • • • • • r , • • Page 3 Proposal 2020 Annual Maintenance Nosier Dam Monitoring System.docx TABLE 1 WORK BREAKDOWN AND COST ESTIMATE Hosier Darn Monitoring System-System Technical Support for 2020 MANHOURS LABOR CHARGES EQUIPMENT($) Total(5) LABOR RATE CATEGORY Labor Snr Snr Admin Labor Labor Unll Pius DESCRIPTION OF TASK AND ACTIVITY Pm Pt) Hours Dollars Unit Qty Price Total Expenses $195 $150 $0 $95 Item 1-Annual Maintenance Inspection with Reporting 4 16 20 $3,180.00 $0.00 $3,180.00 Item 2-Equipment to Upgrade Transient Protection 6 2 10 $1,760.00 1 3200 $3,200.00 $4,960.00 •• • . 1. • ' . . Item 3-Prepare User Action Sheet for Common GeoDAS Tasks 6 6 $1,170.00 $0.00 $1,170.00 Item 4-Remote Technical Support 12 12 $2,340.00 $0.00 $2,340.00 Rem 5-As-needed Servicing and Repalr Work 12 0 2 22 $3,73040 $0.00 $3,730.00 Project Administration 2 2 $390.00 $0.00 $390.00 44 24 0 4 72 12560 Estimated Labor&Equipment $16,760.00 Subcontractors 0 0 $0.00 Subcontractor $0 OIlier Direct Charges • TravelNehicielField Supplies 1 $660 $660.00 Communications i $261 $201 20 cR:p7:Torpuiseasge ,:1205/ $0$.1160 $102.4500 Repro,Photos 10 stoo $10.00 Repro,Color '!': 10'21 $1.00 : s' $10.00 • ' ' GOC $034 Subtotal Labor&Equip. $16,760 Subcontractors $0 •ODC $934 Estimated Total $16,694 TERMS OF AGREEMENT FOR EQUIPMENT MAINTENANCE SERVICES ENGINEERED MONITORING SOLUTIONS(referred to herein as Consultant) January 2020(H) FEES FOR SERVICES Fees for services are based on the time expended on the project by technical and clerical personnel at the following schedule of hourly charges: Position J / Hourly Rate 1) • Administrative Staff 95.00 Senior Project Systems Integrator 150.00 _ Senior Principal 195.00 'I These rates shall remain in effect until completion of the agreed scope of services or one year from date of agreement,whichever occurs first. REIMBURSABLE EXPENSES Expenses incurred in connection with project tasks such as equipment purchases, rental equipment,out-of-town subsistence,vehicle costs, expedited delivery and similar, will be invoiced at direct cost plus 12 percent. Communication costs, including telephone, fax, cellular, and postage,will be charged at 2 percent of labor costs. Special technical computer programs, CAD, and GIS usage will be charged at$15 per hour. SERVICES BY OTHERS On occasion specialized services by consultants, contractors, or other technical companies may be needed. Such services will be utilized only with your approval,with the cost of such services included In our Invoice plus 15 percent. PRODUCTS PURCHASED All hardware and software products are being procured by Consultant as a service for the Client. Client agrees that the relationship for all product warranty,support,servicing,and performance or defect liability issues is between the Client and the product manufactures. INVOICES Consultant will submit invoices to you,the Client on a monthly basis and a final bill upon completion of services. Payment is due upon ( I receipt of the invoice unless otherwise agreed,and is past due thirty(30)days from invoice date. A service charge will be added to any account balance in arrears at a monthly rate of 11/2 percent of the balance due. Client agrees that the invoice balance is correct unless we are notified in writing within ten days of date of invoice. INSURANCE The Consultant represents and warrants that it and its agents,staff and other consultants employed by it are protected by workers'compensation insurance and that the Consultant has such coverage under public liability and property damage insurance policies which it deems to be adequate. Certificates for all such policies of insurance will be provided to Client upon request in writing.Within the limits and conditions of such insurance,we agree to indemnify and save Client harmless from and against any loss,damage,or liability arising from grossly negligent acts by the Consultant,Its agents,staff,and other sub-consultants employed by it. Consultant shall not be responsible for any loss,damage,or liability beyond the amounts, limits,and conditions of such insurance. The Consultant shall not be responsible for any loss,damage,or liability arising from any acts by Client,its agents,staff,and other consultants employed by it. STANDARD OF CARE Services performed by the Consultant under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by the profession currently practicing under similar conditions in this area at this time., Client recognizes that conditions may vary from those encountered at the location where surveys or investigations are made by the Consultant,and that the data,interpretations and recommendations of the Consultant are based solely on the information available to it. The Consultant will be responsible for those data,interpretations,and recommendations,but shall not be responsible for the interpretations by others of the information developed. LIMITATION OF LIABILITY Client agrees to limit the Consultant's liability to Client,and to any other person or entity,for any claim arising from,or alleged to arise from any acts,errors,or omissions In the performance of this Agreement,whether such claim sounds In negligence,breach of contract, strict liability or other legal theory, and including any legal fees or costs awarded under this Agreement, to an aggregate'limit of the amount of fees paid to Consultant under this Agreement,or$10,000,whichever is greater. Waiver of this clause or a higher limitation may be negotiated for an additional fee. •DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS Hazardous materials, including biological pollutants (molds, fungi, spores, bacteria, and viruses, and the byproducts of any such organisms or life forms) may exist, or occur later, at a site where there is no reason to believe they could or should be present. Consultant and Client agree that the discovery of unanticipated hazardous materials, including biological pollutants, constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. Client agrees to compensate Consultant for the additional cost of working to protect employees' and public's health and safety. In addition, Client waives any resulting claim against Consultant,and agrees to defend, indemnify and save Consultant harmless from any claim or liability for injury or loss arising from Consultant's discovery of unanticipated hazardous materials or suspected hazardous materials. Client also agrees to fairly compensate Consultant as outlined herein for any time spent and expenses Incurred by Consultant in defense of any such claim. Client's initials Date Page 1 of 2 January 2020(H) AQUIFER CONTAMINATION Client recognizes that it is Impossible for Consultant to know the exact composition of a site's subsurface even after employing the most comprehensive exploratory program reasonably possible. As result,there Is a risk that instrument installations or sampling may result in Ir contamination of certain subsurface areas, as when a probe or boring device moves through a contaminated area, linking it to an aquifer or other hydrous body not previously contaminated and capable of spreading hazardous materials offsite. Because nothing can be done to prevent such an occurrence, and because such installation and sampling is a necessary aspect of the work which Consultant will perform for Client's benefit, Client waives any resulting claim against Consultant, and agrees to defend, indemnify and save Consultant harmless from any claim or liability for injury or loss which may arise as a result of cross-contamination caused by instrument installation or sampling. Client further agrees to fairly compensate Consultant as outlined.herein for any time spent or expenses incurred by Consultant in defense of any such claim. RIGHT OF ENTRY The Client will provide for right of entry of the Consultant,their contractors,and all necessary equipment,in order to complete the work. While the Consultant will take all reasonable precautions to minimize damage to the property,the Client understands that in the normal course of work some damage may occur,the correction of which is not part of this Agreement. UTILITIES In the prosecution of the work,the Consultant will take reasonable precautions to avoid damage or injury to subterranean structures or utilities. The Client agrees to hold the Consultant harmless for any damages to subterranean structures or utilities which are not called to the Consultants attention and correctly shown on the plans furnished. OWNERSHIP OF DOCUMENTS All reports,field data,field notes,calculations,estimates,and other documents prepared by the Consultant, as instruments of service, shall remain confidential and the property of the Consultant. Client agrees that all reports and other work furnished to the Client,which Is not paid for,will be returned upon demand and will not be used by the Client for any purpose whatever. The Consultant will retain all pertinent records relating to the services performed for an appropriate period following submission of the report or completion of work,during which period the records will be made available to the Client at all reasonable times. DISPUTES in the event that a dispute arises in any way connected with this Agreement, and If the dispute cannot be settled through direct discussions,the parties agree to first attempt to settle the dispute by mediation,before recourse to arbitration or a judicial forum. If the dispute eventually results in litigation, it Is agreed that the prevailing party shall be entitled to recover all reasonable costs incurred, including staff time,court costs,attorney's fees,and other claim-related expenses,including at trial and on appeal. TERMINATION This Agreement may be terminated by either party upon seven (7)days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. In the event of termination, the Consultant shall be paidrfor services performed to the termination notice date plus reasonable termination expenses. In the event of termination or suspension for more than three (3) months prior to completion of all reports contemplated by this Agreement,the Consultant may complete such analyses and records as are necessary to complete its files and may also complete a - report on the services performed to the date of notice of termination or suspension. The expenses of termination or suspension shall Include all direct costs of the Consultant In completing such analyses,records and reports. ASSIGNS Neither the Client nor the Consultant may delegate,assign,sublet or transfer Its duties or interest in this Agreement without the written consent of the other party. SEVERABILITY Client and Consultant have entered Into this Agreement of their own free will to communicate to one another mutual understandings and responsibilities. Any element of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue in force. However, Client and Consultant will In good faith attempt to replace any Invalid or unenforceable provision with one that is valid and enforceable,and which comes as close as possible to expressing the Intent of the original provision. _ I Client s initials Date Page 2 of 2 1 • EXHIBIT B CITY OF ASHLAND, OREGON City of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating •a ment of a livins wase. $15.39;per hour, effective Jun 30, 2 :: The Living Wage is adjusted annually eery /r, June 30 by the Consumer Price Index. Employees must be paid a portion of business of their 401K and IRS eligible living wage: employer, if the employer has cafeteria plans(including ten or more employees,and childcare)benefits to the has received financial amount of wages received by assistance for the project or the employee. D For all hours worked under a business from the City of service contract between their Ashland in excess of D Note: For temporary and employer and the City of $21,507.75. part-time employees,the Ashland if the contract Living Wage does not apply exceeds$21,507.75 or more. D If their employer is the City of to the first 1040 hours worked Ashland, including the Parks , in any calendar year. For D For all hours worked in a and Recreation Department. more details,please see month if the employee spends Ashland Municipal Code 50%or more of the D In calculating the living wage, Section 3.12.020. employee's time in that month employers may add the value working on a project or of health care,retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashland.or.us. 1Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Page 1 of 1 EXHIBIT B EXHIBIT 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 is 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 the highest 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. ✓ (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. t� (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. V (5)Labor or services are performed for two or more different persons within a period of one year. (6)Consultant assumes financial respopsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties,errors and omission(professional liability) insurance or,liability insurance relating to the Work or services to be provided. " • • l Consultan signature /S/",2z;. Date Page I of 1 EXHIBIT C DATE(MMIDDNYYY) A�,IJ . CERTIFICATE OF LIABILITY INSURANCE_ t 03/10/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. I IMPORTANT: If the certificate holder•is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERCONTACT Dohree Ridderman _ NAME: Slater&Associates Insurance,Inc. . (A/C No,Extl: (503)624-0466 {Alc,No): (503)624-0846 PO Box 1469 E-MAIL . dohree@slatednsurance.com . ADDRESS: INSURER(S)AFFORDING COVERAGE NAIL# TualatinOR 97062-1469 INSURER Scottsdale Insurance Company/Mid Valley INSUREDINSURER B: Cincinnati Insurance Company 10677 4I Engineered Monitoring Solutions,LIC INSURER C: SAIF Corporation, - 36196 617 N Main SL INSURER D: INSURER E: Newberg OR 97132 INSURER F: _COVERAGES CERTIFICATE NUMBER: 19-20 • REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSO wvo POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DDIYYYY) (MM/DDNYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1000 • CLAIMS-MADE n 0,0 OCCUR , PREMISES(Ea occurrence) $ _ _ , MED EXP(Any one`person) S 5,000 , • A CPS3927306 12/03/2019 12/03/2020 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY n jECT LOC - PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea aaiden0 - _ ANY AUTO BODILY INJURY(Per person) S B — OWNED — SCHEDULED ENP 0414886 12/03/2019 12/03/2020 BODILY INJURY(Per accident) $ • AUTOS ONLY AUTOS X HIRED X NON-OWNED a PROPERTY DAMAGE $ 1 • AUTOS ONLY _ AUTOS ONLY (Per accident) _ S UMBRELLA LIAB _ OCCUR ) EACH OCCURRENCE $ . EXCESS LIAB CLAIMS-MADE / AGGREGATE $ DED I RETENTION$ ' S WORKERS COMPENSATION H- X PER l ERH AND EMPLOYERS'LIABILITY C ANY PROPRIETOR/PARTNER/EXECUTIVE Y� N/A 958900 12/01/2019 12/01/2020• ELEACHACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory Inin NNH) E.L DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below - EL DISEASE-POLICY LIMIT $ , / 9 . ' DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) • CERTIFICATE HOLDER • CANCELLATION c SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CITY OF ASHLANDAttn;Rob Morris ACCORDANCE WITH THE POLICY PROVISIONS. . 20 E Main St AUTHORIZED REPRESENTATIVE Ashland OR 97520 la�„t . (2,141,,,,...._. ©1988-2015 ACORD CORPORATION. All rights reserved. . ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Business Registry Business Name Search 1/28G2020 • 9 rY Business Registry Business Name Search New Search Business Entity Data 01-284 520 Registry Nbr Entity Entity jurisdiction Registry Date Next Renewal Renewal Due? Type Status Date 115347-99 DLLC ACT OREGON ' 11-22-2002 11-22-2020 Entity Name ENGINEERED MONITORING SOLUTIONS,LLC Foreign Name New Search - Associated Names PRINCIPAL PLACE OF Type PPB BUSINESS Addr 1 617 N MAIN STREET Addr 2` CSZ f NEWBERG OR 197132 I Country 'UNITED STATES OF AMERICA Please click here for general information about registered agents and service of process. Type AGT REGISTERED AGENT Start Date 11-22- Resign Date 2002 Of 610156-82 STUART K. COHEN,P.C. Record Addr 1 LANDYE BENNETT BLUMSTEIN LLP Addr 2 1300 SW FIFTH AVE STE 3500 CSZ PORTLAND OR 197201 I Country 'UNITED STATES OF AMERICA } Type fMAL4 MAILING ADDRESS Addr 1 617NMAINST • Addr2 CSZ f NEWBERG OR 197132 Country 'UNITED STATES OF AMERICA Type f MEMI IMBER Resign Date Name BARRY I MYERS f Addr 1 16650 NE HILLSIDE DRIVE • Addr 2 CSZ f NEWBERG OR 197132 f f Country (UNITED STATES OF AMERICA Type IMEM MEMBER Resign Date f Name f KERRI f MYERS Addr 1 16650 NE HILLSIDE DRIVE Addr 2 I CSZ f NEWBERG f OR 197132 I Country 'UNITED STATES OF AMERICA New Search egov.sos.state.or.us/br/pkg web_name srch_inq.show detl?p_be_rsn=933796&p_srce=BR_INQ&pJDrint=TRUE 1/3 1/28/2020 Business Registry Business Name Search Name History • Business Entity Name Name Name Start Date End Date Type Status ENGINEERED MONITORING SOLUTIONS,LLC EN CUR 11-22-2002 Please read before ordering Copies. New Search Summary History Image Transaction Effective Name/Agent Available Action Date Date Status Change Dissolved By ANNUAL REPORT 11-22-2019 SYS PAYMENT ANNUAL PAYMENTREPORT 10-30-2018 SYS - ANNUAL REPORT 11-03-2017 SYS PAYMENT AMENDED ANNUAL j REPORT I1-14-2016 FI AMENDED ANNUAL 10-12-2015 FI REPORT • ANNUAL REPORT 11-20-2014 SYS PAYMENT ANNUAL REPORT 11-22-2013 SYS PAYMENT ANNUAL REPORT - 11-23-2012 SYS PAYMENT ANNUAL REPORT 11-21-2011 SYS PAYMENT ANNUAL REPORT 11-17-2010 SYS PAYMENT CHANGE OF MAILING 02-09-2010 FI '' ADDRES S ANNUAL REPORT 11-24-2009 SYS PAYMENT ANNUAL REPORT 11-24-2008 SYS PAYMENT ANNUAL REPORT 10-29-2007 SYS • PAYMENT ANNUAL REPORT 11-09-2006 SYS PAYMENT AMNDMT TO ANNUAL 10-24-2005 FI RPT/INFO STATEMENT � ANNUAL REPORT 10-18-2005 10-17- SYS PAYMENT 2005 RESTATED ARTICLES 08-11-2005 FI AMNDMT TO ANNUAL 11-15-2004 FI • RPT/INFO STATEMENT ANNUAL REPORT I1-12-2004 SYS PAYMENT AMENDED ANNUAL 11-20-2003 FI egov.sos.state.or.us/br/pkg web_name srch_inq.show detl?p_be_rsn=933796&p_srce=BR_INQ&p.print=TRUE 2/3 1/28/2020' Business Registry Business Name Search REPORT ARTICLES OF 11-22-2002 FI Agent ORGANIZATION © 2020 Oregon Secretary of State. 'All Rights Reserved. • • • . I j{1 - f i • - l • I egov.sos•state,or•us/br/pkg web_name_srch_inq.show detl?p_be_rsn=933796&p_srce=BR_INQ&p_print=TRUE 3/3