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HomeMy WebLinkAbout1993-011 Contract WoodwardClyde ENGINEERING SERVICES CONTRACT Engineering services contract made on the date specified below in Recital A between the City and Engineer as follows: Recitals: A. The following information applies to this contract: CITY: CITY OF ASHLAND ENGINEER:Woodward-Clyde Consultants 20 E. Main St. Address:ill S.W. Columbia, Ste. 990 Ashland, Oregon 97520 Portland, OR 97201 (503) 482-3211 Telephone: (503) 222-7200 FAX: (503) 488-5311 FAX: (503) 222-4292 Date of this agreement: ~B. Date of RFP: November 9, 1992 January 15, 1993 Date of proposal:December 10, 1992 42.3. Contracting officer: City Director of Public Works ~6.1 Engineer's representative: John A. Davis 48.3. Maximum contract amount: $37,440.00 B. city issued a request for proposals (RFP), on the date specified in Recital A above, for engineering services needed by City for the reconstruction and upgrading of the City's anaerobic digester. Engineer submitted a proposal in response to the RFP on the date specified in Recital A above. C. After reviewing Engineer's proposal and proposals submitted by other offerors, City selected Engineer to provide the services covered by the RFP. City and Engineer agree as follows: 1. RelationshiD between City and Enaineer: Engineer accepts the relationship of trust and confidence established between Engineer and City by this contract. Engineer covenants with the City to perform services and duties in conformance to and consistent with t3ne standards generally recognized as being employed by professionals of engineer caliber in the locality of the project. Engineer 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 economical manner, Engineer shall provide professional engineering services for City in all phases of the project to which this contract applies, serve as City's professional engineering representative for the project, and give professional engineering consultation and advice during the term of this contract. Engineer acknowledges that City is relying on Engineer to provide professional engineering services in a manner that is consistent with the interests of City. PAGE 1-ENGINEERING SERVICES AGREEMENT 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 c~ntract: 2.1. "Contract doouments" shall mean this contract, written authorizations under subsection 5.4, written assignments under subsection 5.2, written amendments to this contract, schedules established under subsection 5.4 and exhibits incorporated in other contract documents. 2.2. "City" or-"Owner" means the City of Ashland, Oregon. 2.3. "Contracting officer" means the person specified in Recital A above or that person's designee. 2.4. "Project" means the Digester Rehabilitation Project. 2.5. "Work" or "Services" shall mean all labor, materials, plans, specifications, construction contract documents, opinions, reports, and other engineering services and products which Engineer 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. Subject to the limitations on authorization of assignments under subsection 5.2, 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 Engineer's services. 5. En~ineerin~ Services: 5.1. Engineer shall provide services to City that are described in Exhibit 1 which is attached to and incorporated in this contract. 5.2. In addition to the services described in Exhibit l, the parties may agree to have Engineer provide other discrete services that are necessary for completion of the project. Such services will be initiated by written assignments as follows: 5.2.1. Assignments under this subsection should be used only for services that are beyond the scope of the services described in Exhibit 1. No assignment is necessary to authorize services that are customarily provided in conjunction with, or are ancillary to, the services described in Exhibit 1. PAGE 2-ENGINEERING SERVICES AGREEMENT 5.2.2. Assignments which cover services that will cost less than $15,000 may be initiated by the contracting officer. Assignments that cover services which will cost more than $15,000 must be approved by the City Administrator. 5.2.3. Each assignment shall specify the duties of Engineer, the objective of the assignment, the scope of the assignment and the estimated cost of the services. 5.2.4. Each assignment shall be signed by both parties. 5.2.5. Each assignment shall incorporate and be subject to the provisions of the contract documents unless the assignment specifically provides otherwise. 5.3. In connection with the services described in Exhibit and services authorized by assignments under subsection 5.2, Engineer shall: 5.3.1. Consult appropriate representatives of City to clarify and define City's requirements relative to the services. 5.3.2. Review available data relative to the services. 5.3.3. Identify data which is not available and is needed to fulfill the services, and act as City's representative in obtaining such data. 5.3.4. Prepare monthly progress reports to the contracting Officer on the status of services. 5.3.5. Cooperate with other consultants retained by City in the exchange of information needed for completion of the services and the project. 5.4. The services described in Exhibit I are divided into discrete work elements. Engineer shall commence performance of services within five days after receiving written authorization from the contracting officer for work elements described in Exhibit i or assignments made under subsection 5.2. Engineer 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, Engineer shall submit for City's approval, a schedule for the performance of work elements described in Exhibit 1 and assignments made under subsection 5.2. Each schedule shall include allowance for periods of time required for City's review and approval of Engineer's services. Each schedule, approved by City, shall become a part of this contract. PAGE 3-ENGINEERING SERVICES AGREEMENT 5.5. Engineer shall perform the services as an independent contractor in accordance with generally accepted standards in Engineer's profession. Engineer shall be responsible for the professional quality, technical accuracy and the coordination of all services performed by Engineer. Engineer shall, without additional compensation, correct or revise any error or deficiencies in the services that are caused by Engineer'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 Engineer's services. In the event of any breach of this contract by Engineer or negligent performance of any of the services, City's cause of action against Engineer 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 Engineer beyond the maximum time limitation provided by Oregon law. 6. AssiGnment of EnGineer'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 Engineer's representative in all communications and transactions with City. 6.2. Engineer will endeavor to honor reasonable specific requests of City with regard to assignment of Engineer'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 Engineer to achieve the objectives of this contract. 7.2. City will provide information, documents, materials and services that are within the possession or control of City and are required by Engineer for performance of the services. 7.3. City will arrange for access to, and make all provisions for Engineer to enter upon, public and private property as required for Engineer 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, Engineer, public agencies, and others involved in the project. PAGE 4-ENGINEERING SERVICES AGREEMENT 7.6. City shall perform such other functions as are required by written assignments under subsection 5.2. 8. Payment: 8.1. City shall pay Engineer for services and reimburse Engineer for expenses incurred by Engineer in performance of services in accordance with a payment schedule to be submitted by Engineer 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. Engineer shall submit monthly invoices to city for Engineer's services within ten days after the end of the month covered by the invoice. City shall pay Engineer within thirty days after receipt and approval of the invoice. 8.3. Total payments under this contract or any amendments shall not exceed the sum specified in Reoital 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. Engineer 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 Engineer 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.SoC. Sections 201 to 209. 9.3. Engineer is a "subject employer" as defined in ORS 656.005 and shall comply with ORS 656.017. Prior to commencing any work, Engineer shall certify to city that Engineer has workers' compensation coverage required by ORS Chapter 656. If Engineer is a carrier insured employer, Engineer shall provide City with a certificate of insurance. If Engineer is a self- insured employer, Engineer shall provide City with a certification from the Oregon Department of Insurance and Finance as evidence of Engineer's status. 10. Ownership of Documents: Ail documents prepared by Engineer 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 Engineer, its consultants, agents and employees against all damages, claims, expenses and losses arising out of any reuse of PAGE 5-ENGINEERING SERVICES AGREEMENT plans, specifications and other documents prepared by Engineer without prior written authorization of Engineer. 11. Records: 11.1. Engineer shall develop and maintain complete books of account and other records on the services which are adequate for evaluating Engineer's performance. Engineer 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 Engineer's other business. 11.2. Engineer's books and records shall be made available for inspection by City at reasonable times, to verify Engineer's compliance with this contract. City shall have the right to request an audit of Engineer's books and records by a certified public accountant retained by city. 12. Indemnification: Engineer 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 10ss or destruction), of whatsoever nature arising out of or incident to the negligent performance of this contract by Engineer (including but not limited to, the negligent acts or omissions of Engineer's employees, agents, and others designated by Engineer to perform work or services attendant to this contract). Engineer 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. Engineer 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 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 PAGE 6-ENGINEERING SERVICES AGREEMENT ~:~ $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. Provided, however, that coverage for professional errors and omissions liability may be for a minimum coverage of $100,000. 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 Engineer. 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 this contract and pursue any equitable or legal rights and remedies available under Oregon law. Ail 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 Engineer written notice sixty days prior to the termination date. PAGE 7-ENGINEERING SERVICES AGREEMENT 15.2. If City terminates the contract under subsection 15.1, Engineer 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 15.1, Engineer shall be paid for all fees earned and costs incurred prior to the termination date. Engineer shall not be entitled to be 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 Engineer shall be addressed to the engineer's representative at the address provided for the Engineer in Recital A above. 17. Assianment: city and Engineer 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. Engineer shall not assign or subcontract Engineer'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 Engineer. 18. Modification: NO modification valid unless in writing and signed ENGINEER/h/ Fed. ID # of this contract shall be by the parties. CITY City Department/ ;ead REV~d.I~D}~ORM clty u~ga% Counsel Date: I/,~/~ (for City use only) PAGE 8-ENGINEERING SERVICES AGREEMENT e:~-~.~ EXHIBIT 1 Tasks as are as described in the proposal except Task i has been modified to include an additional meeting with the Oregon Department of Environmental Quality in Portland to establish guideline and expectations and a public workshop in Ashland to solicit public input. PAGE 9-ENGINEERING SERVICES AGREEMENT NORTHWEST OPERATING GROUP - PACIFIC NORTHWEST 1993 STANDARD SCHEDULE OF FEES AND CHARGES The following describes the basis for compensation for services performed during the calendar year 1993~ This Schedule of'Fees and Charges will be adjusted annually on January I of each subsequent year to reflect merit and economic salary increases, and changes in the expected level and mode of operations for the new year. The new Schedule of Fees and Charges will apply to existing and new assignments. PERSONNEL CHARGES The cha~e for aH time required in the performance of th~ Scope of Services, including office, field and travel time, will be at the Unit Price Hourly Rates set forth below for the labor classifications indicated. When W-C staff appear as expert witnesses at court trials, arbitration hearings, and depositions, their time will be charged at $250/h0ur. All time spent by personnel preparing for such trials, hearings, and depositions, will be charged at the above standard hourly rates. Labor Classification Hourly Rate Clerk/Office Assistant* $ 35 Technical Typist/Word Processor* 47 Editor* 57 Drat~r/lllnstrator* 57 St; DraRer/Illustrator* ' ' 67 Technician* . '' ' 57 Senior Technician* fLab/Field Supervisor 65 Assistant Staff Professional 51 Staff Professional 67 Sr. Staff Professional 83 Assistant Project Profess,!onal 93 Project Profcssiohal ' : 103 Senior Project Professional 118 Consulting Professional 123 Sr. Consulting Professional 129 Principal/Sr. Principal Professional 140 Charges for contract personnel under W-C supervision and using W-C facilities will be made according to the hourly rate corresponding to their classification. A maximum of eight (8) hours travel time per day will be charged for travel within the continental United States, Overtime (hours worked in excess of eight (8) hours per day) by exempt personnel will be charged at the above straight time hourly rate. Overtime by non- exempt personnel (classifications identified with an asterisk "*") will be charged at 1.3 times the above hourly rates. Special project accounting reporting and financial services, including submission of invoice support documentation will be charged at the rate of $45 per hour. W-C LABORATORY SERVICES The charges for laboratory testing performed at W-C facilities are set forth in the Schedule of W-C Laboratory Testing Charges. This fee schedule contains confidential business information and is not to be copied or distributed for any purpose other than the use intended in this contract or proposal Woodward-Clyde Side 1 of 2 1993 SCHEDULE OF FEES AND CHARGES OTHER PROJECT CHARGES Subcontracts and Equipment Rental The cost of services subcontracted by W-C to others, including but not limited to, ch~nieal analysis, test borings, specialty eon~, surveyom, consultants, and equipment maal; e.g., backhoe& bulldozers, and test apparatus; etc., will be eharged at cest plu~ 20% Odiet Proiect Non-Salary Expenses Oahet cos~ incutrad by W42, which am directly identifiable to lhe project, including, but not limited to: vehicle rental; ~fl~teace; fares of public carriers; special supplies and/or equipment; fees and special project insorance; permits and of photographs, photostats, blueprints, crc., will be ~ at cost plus 20%. Communications Thc cost of communications including telephone, telex, facsimile, cot]tier services, ix~tagn, exlxess mall and i~lal copying costs will be charged at a flat rate of 3% Computers Tbe charge for use of in-hoo~ computers for anuiytical C,~lOd~tiOIl$, tlam_ha:~ management, graphics generation, Computer Aided Design and Drafting (CADD), C~eographic Infmmatien Systems (GIS). modeling applications and other similar functions is as follows: Network PC $15.00/hr CADD $25.00/hr GIS $35.00/hr Mini Computer $50.00/hr In addition to the above, there will be a charge of $5.00 each for paper plot and $15.00 each for mylar plot generated by the CADD and GIS systems. Document Reproduction In-house reproduction will be charged at the following rates: Size Black & White Color 8-1/2 x 11 $0.15~page $1.25/page 11 x 14 $0.15/page $1.50/page 11 x 17 $0.17/page $2.00/page Specialized Equipment The use of specialized W-C equipment will be the fixed rental rates set forth in the Schedule of W-C Specialized Equipment Charges. Vehicles and Mileage The mileage charge for personal vehicles used on project a~gnments will be the then current mileage rate established by Ihe Internal Revenue Service for lax purposes. The mark- up associated wilh Other Project Non-Salary Expenses shall W-C owned vehicles used on project assignments wili be charged at the following rental and mileage rates without markup. Rate Rate/ Vehicle 'l~/pe Hourly .Daily Weekly Monthly Mile Pinup $6.00 $35.~0 $175.00 $700.00 $0.45 Four ~ Drive S8.00 $45.00 $225.00 $1100.~0 $0.45 Van s10.~0 $60.~o $300.00 Sl~00.~0 $0.45 Minimum charge is 4 hours. PAYMENT AND INTEREST CHARGES W-C shall submit progress invoices to Client in duplicate showing the services performed during thcinvoice peaiod and the charges therefore. Within thirty 00) days after receipt of an invoice, Client shall pay die full amount of the invoi ,c~ howevex, if Client objects to all. or ~y l~rl3.~,n.of, any,mvmee,' tt shall so noUfy W-C of the same within fifteen (15) days fi'om n~¢ of rec~pt of invoice and shall pay that portion 'of ~e'invoice not in dispute. The parties shall immediately make every effort to settle the disputed portion of the invoice. Client shall pay an additional charge of one and one-half percent 0-1/2%) per moath fo*any payment made more than .thirty (30) days after receipt of th~ in.~..~; The ad~g~onal~t~itge~shall not apply to any disputed portion.of any invoice resol. ed in favor of the Client. ~: Client shall reimburse W-C for any sales, use, and value added taxes that apply to the Services. Such reimbursement shall be in addition to the Compensation due for services. Any attorney's fees. court costs, and other related expenses incurred by W-C in collecting delinquent invoice amounts shall be paid by Client. ~wccun~s ~o~nsc~ .qide 2 of 2 Mm~t~ PRODUCER I{~RSI-I & HCLENNAI.I ZNt. OIFOR.~.,fEI. INSURED WOOD~,V'tRD -*CLYDE CON"'~LIL TANTS 4..'~2 S, UL~TEF~ t~T. PARKWAY GU ! TE DENVER, CO 6K)237 THIS IS TO, NOI'wI'rH~ING l BE ISSUED OR MAY PER"lAIN TIONB (~ EUCH POLICIEE. ISSUE DATE (MM/DD/YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTE UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE L~TER A PL.~IET INSURANCE COMPANY COMPANY LETTER B COMPANY LETTER C COMPANY D LETTER COMPANY LETTER t~X,ICY PERIO0 ffCOICATED. E MAY EXCLUSIONS, AND CONDt- 3~YPE OF INSURANCE : ~0M~HENSIVE FORM PREMISES/OPERATIONS ~TU~ ~DE~T CONT~S AUTO~N)~ILE LIABILITY ANY AUTO ALL OWNED AUTOS (PR~V. PASS) A THER THAN ALL OWNED UTOS ((~RIV. PASS. ) HIRED AUTOS NON~7~VNEO AUTOS UMBRB. L~ FORM OTHER THAN UMBRELLA FORM WORKERS' COMPENSATION AND EMPLOYERS' MABIUTY OTHER POLICY NUMBER NSAJ. 4~6114 CONTRACTUAL LIAB. I NCLUI~D AS RESPECTS THOSE ACTS COVERED BY GENERRL LIAB. INS. SIR NKAOiO1624-1 0ATE (MM~ 01-01 LIABILITY LIMITS IH THOU~AND~ OCCURRENCE A(~3RE{~ATE 01-01-~4 $ $ PERSONAL INJURY O1"'O i" 94 (EACH ACCIDENT) (DISEASE-POLICY LIMIT) F OPERATIONS/LOCATIONS/VEHiCLES/SPECIAL ITEMS CITY OF ASHLAND - DEPARTMENT PUBLIC ~?KS AT'TN, STEVE ~LL 20 EAST MAIN ~TREET AS~.~AND. OR ~7520 SHOULD ANY OF THE ABOVE OSSCRIIED P(XJCIF~ BE CANCELLED BEFORE THE EX- PIRAT i~)J( DATE THEREOF, THE 18SUING COMPANY WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHAU. IM~ NO OBUGATION OR LIABILITY OF ANY KIND UPON THE COMPANY.t ITS AGENT~.~.OR RSPR~RSNTATIVES.