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HomeMy WebLinkAbout2000-131 Agrmt - RW BeckJune 29, 2000 M:. Peter V, Lovrovich Director Power and Telecommunications City of Ashland Electric Utilities 90 North Mountain Avenue Ashland, Oregon 97520 Dear Pete: Subjec~ Consulting Services At your request, R. W. Beck has agreed to conduct a review of the Electric Department's 1998 Cost-of-Service (COS) Study. Specifically, this work involves reviewing the input assumptions and results of the COS Study relative to the actual financial and operating results of the City's Electric Depa~h~ent and the budget projections presented in the City's 2001 budget. Based on Kevin Harper's discussions with you, the budget estimate for the project was $I5,000 and my understanding was that the City would provide a Professional Services Agreement (PSA) for this work. However, since ! have not received a PSA, as a courtesy ! am enclosing two copies of tL W. Beclds standard PSA. Would you sign both copies of this contract and return one to me? Thankyou. Very truly yours, R. W. BECK, INC. Economist )'KP:bb Attachment c: Angelo Muz~{r~ Kevin Harper PSA let~r.doc ~-~ e~ File: 001354/I1-00530-10103-0101 1001FourthAvenue,$uite2500 Seattle, WA90154-1004 Phone 206) 695-4700 Fax(206) 695-476a ~ PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated ~une 29, 2000, by and between R. W. Beck, Inc. ('q3eck"), with offices at 1001 Fourth Avenue, Suite 2500, Seattle, Washington 98154-1004 and the City of Ashland Electric Utilities ("Client~'), with offices at 90 North Mountain Avenue, Ashland, Oregon 97520. NOW, THEREFORE, in consideration of the promises herein and for other good and valuable consideration, the parties agree as follows: 1. Services: Beck and Client agree Beck will perform consulting services as described in the attached letter ("Scope of Services"). Except as explicitly provided for in the Scope of Services, Beck's engagement and Scope of Services does not include any assessment, evaluation, review, testing, or discussion of the status of date and time problems, including but not limited to hardware and software issues associated with the Year 2000 which may impact Client's facilities or systems or those of other entities with which · Client has business or operational relations. 2. ~ndependent Contractor: Beck is an independent contractor and is not an employee of the Client. Services performed by Beck under this Agreement are solely for the benefit of Client unless specified otherwise. Nothing contained in this Agreement creates any duties on the part of Beck toward any person not a party to this Agreement. 3. Standard of Care: Beck will perform services under this Agreement with the degree of sldll and diligence normally practiced by professional engineers or consultants performing the same or similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. 4. Changes/Amendments: This Agreement may not be changed except b~ written amendment signed by both parties. The est,.mate of the level of effort, schedule and payment required to complete the Scope of Services, as Beck understands it, is reflected herein. Services not expressly set forth in th/s Agreement are excluded. Beck shall promptly notify the Client if changes to the Scope of Services affect the schedule, level of effort or payment to Beck and the schedule and payment shall be equitably adjusted. If Beck is delayed in performing its services due to an event beyond its control, including but not limited to fire, flood, earthquake, explosion, strike, transportation or equipment delays, or act of God, then the schedule or payment under the Agreement shall be equitably adjusted, if necessary, to compensate Beck for any additional costs due to the delay. 5. Fee for Services: Payment for the services under this Agreemer~t will be based on the actual hours of services furnished multiplied by Beck's billing rates as of the date of its monthly invoice plus all reasonable expenses directly related to the services furnished under this Agreement. Billing rates are shown in the following table. RWB-203SREV1/ZSt~9 Client No. 001354 Agreement No. 11-00§30-10103-0101 PROFESSIONAL SERVICES AGREEMENT Hourly Billing Rates $95 Janet Phelps Kevin Harper $180 Jeanette Ruud $70 6. Payment: Client shall pay Beck wit_bin 30 days of monthly invoices. If Client disputes' any portion of the invoice, the undisputed portion will be paid and Beck will be notified in writing within 10 days of the invoice of the exceptions taken, Additional charges for interest shall become due and payable at a rate of 1-1/2 percent per month (or the maximum percentage allowed by law, whichever is lower) on the unpaid amounts. Any interest charges due from the Client on past due invoices are outside any maximum billing amounts established for this Agreement and shall not be included in calculating the maximum. If the Client fails to pay invoiced amounts within 60 days after delivery of invoice, Beck, at its sole discretion, may suspend services hereunder or may initiate collections proceedings, including mandatory binding arbitration, without incurring any liability or waiving any fight established hereunder or by law. e Insurance: Beck shall maintain insurance with the following required coverages and minimum limits and upon request, will provide insurance certificates to the Client: Workers' Compensation Employer's Liability Commerci ,E General Liability Comprehensive General Automobile Professional Liability Statutory $1,000,000 $1,000,000 per occurrence $1,000,000 aggregate $1,000,000 combined single limit $1,000,000 per claim and in the aggregate Indemnity: Following operation of applicable fights of contribution and to the extent permitted by law, Beck agrees to indemnify, defend and hold harmless Client and its directors, officers and employees from and against any and all loss, damage, claim or liability (including without limitation, reasonable attorneys' fees) incui-red by Client to the extent arising, out of Beck's negligent acts, errors or omissions, including claims by any third party or claims made by employees of Beck. Beck explicitly and expressly waives any fight it has to immunity under applicable industrial insurance laws with respect to any action against Client and agrees to assume liability for actions brought by its own employees against Client as provided above. Following operation of applicable fights of contribution and to the extent permitted by law, Client agrees to indemnify, defend and hold harmless Beck and its directors, officers, employees and subconsultants from and against any and all loss, damage, claim or liability (including, without limitation, reasonable attorney's fees) incurred by Beck to the extent arising out of Clienfs negligent acts, errors or omissions, including claims by any third party or claims made by employees of Client. Client explicitly and expressly waives any fight it has to immunity under applicable industrial insurance laws with RWB-203SREV1/25/99 Client No. 001354 Agreement No. U-00S30-1010~-010i R.W. Beck 203S-2 PROFESSIONAL SERVICES AGREEMENT respect to any action against Beck and agrees to assume liability for actions brought by its own employees against Beck as provided above. 9. Limitation of Liability:. No employee of Beck shall have individual liability to Client. To the extent permitted by law, the total liability of Beck to Client for any and all claims arising out of this Agreement, whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third party claims, shall not exceed one million dollars ($1,000,000). 10. Consequential Damages: In no event and under no circumstances shall Beck be liable to Client for any interest, loss of anticipated revenues, earnings, profits, increased expense of operations, loss by reason of shutdown or non-operation due to late completion, or for any consequential, indirect or special damages. 11 .Termination: Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Client shall pay Beck for all services rendered to the date of termination plus reasonable expenses for winding down the services. If either party defaults in its obligations under this Agreement (including Client's obligation to make payments hereunder), the non-defaulting party may suspend performance under this Agreement, after giving seven (7) days written notice of its intention to suspend performance under this Agreement and if cure of the default is not commenced and diligently continued, suspend performance under this Agreement. 12. Reuse of Work Products: All documents, analyses and other data prepared by Beck under this Agreement ("Work Products") are instrulnents of service and are and shall remain the property of Beck Client shall have the right to make ~nd retain copies and use all Work Products; provided, however, the use shall be limited to the intended use for which the services and Work Products are provided under this Agreement. Beck may, at its sole discretion, copyright any of the Work Products; provided that copyrighiing will not restrict Client's right to retain or make copies of the Work Products for its information, reference and use on the project or services under this Agreement. The Work Products shall not be changed or used for purposes other than those set forth in this Agreement without the prior written approval of Beck. If Client releases the Work Products to a third party without Beck's prior written consent, or changes or uses the Work Products other than as intended hereunder, Client does so at its sole risk and discretion and Beck shall not be liable for any claims or damages resulting from or connected with the release or any third party's use of the Work Products. If software is intended or expected to be developed under this Agreement, a software license agreement acceptable to Beck shall be executed by Client. 13. Information Provided by Others: Client shall provide to Beck in a timely manner any information Beck indicates ks needed to perform the services hereunder. Beck may rely on the accuracy of information provided by Client and its representatives. 14. Opinions of Cost: Beck does not control the cost of labor, materials, equipment or services furnished by others, nor does it control pricing factors used by others to accommodate inflation, competitive bidding or market conditions. Beck estimates of RWB-203SREVl~25/99 Client No. 001354 Agreement No. I1-00530-I0103-0101 R.W. Beck 2035-3 PROFESSIONAL SERVICES AGREEMENT operation expenses or construction costs represent its best judgment as an experienced and qualified professional and are not a guarantee of cost. 15. Dispute Resolution: Beck and Client shah attempt to resolve conflicts or disputes under this Agreement in a fair and reasonable manner and agree that if resolution cannot be made to attempt to mediate the conflict by a professional mediator (except for payment disputes which may be submitted directly to arbiWation). If mediation does not settle any dispute or action which arises under this Agreement or which relates in any way to this Agreement or the subject matter of this Agreement, it shall be subject to arbitration under the rules governing commercial arbitration as promulgated by the American Arbitration Association and arbitrabllity shall be subject to the Federal Arbitration Act. 16. Miscellaneous: (a) This Agreement is binding upon and will inure to the benefit of the Client and Beck and their respective successors and assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the. other party. (b) Client expressly agrees that all provisions of the Agreement, including the clause limiting the liability of Beck, were mutually negotiated and that but for the inclusion of the limitation of liability clause in the Agreement, Beck's compensation for services would otherwise be greater and/or Beck would not have entered into the Agreement. (c) If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the provision declared invalid or unenforceable shall continue as to other circumstances. (d) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington. (e) In any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover, as part of its judgment, reasonable attorneys' fees and costs from the other party. IN WITNESS WHEREOE the parties have signed this Agreement the date first written above. CITY OF ASHLAND ELEcraic ummE R. W. BECK, INC. RWB-203SREVI/ZS/99 Client No. 001354 Agreement No. 11-00530-10103-0101 r~.w. Beck 2035-4