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HomeMy WebLinkAbout1996-010 Contract - Brown & CaldwellENGINEERING 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: City Hall Address: 20 E. Main St. Ashland, Oregon 97520 (503) 482-3211 Telephone: (503) 686-9915 FAX: (503) 488-5311 FAX: (503) 686-1417 Date of this agreement: January 10, 1996 42.3. 42.4. 46.1 48.3. Brown and Caldwell 1025 willamette Street, Suite 300 Eugene, OR 97401-3199 Contracting officer: City Director of Public Works Project: Supplimental Contract - Ashland Wastewater Treatment Plant Facilities Plan Engineer's representative: John Holroyd /~& Maximum contract amount:- t~:),200 ~/~ f~ 7,.00 City and Engineer agree as follows: 1. Relationship between City and Engineer: 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 the 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. 2. Definitions: Generally words, terms and phrases used in this contract shall have the meaning ascribed to them in the construction industry, unless the context clearly indicates otherwise. As used in this contract: PAGE 1-ENGINEERING SERVICES AGREEMENT {p:agree\engforrn. K) 2.1. "Contract documents" 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" 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 project described in Recital A. 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. Engineering 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 1, 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. 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. PAGE 2-ENGINEERING SERVICES AGREEMENT {p:agree\engform. K) 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 I 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. 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 PAGE 3-ENGINEERING SERVICES AGREEMENT (p:egree\engform. K) 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 Enaineer'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. 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. PAGE 4-ENGINEERING SERVICES AGREEMENT (p:agree\engform.K) 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 Recital A above. 9. Compliance with Law: 9.1. This contract will be governed by and construed in accordance with laws of the State of Oregon. 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.S.C. 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: All 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 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 PAGE 5-ENGINEERING SERVICES AGREEMENT {p:agree\engform. K) 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 loss 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 $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 $1oo,ooo. 13.3. Liability coverage shall be provided on an "occurrence" basis. "Claims /~ made" coverage will not be acceptable, except for the coverage required by,u~ insured.. subsection 13.1.2. The City shall be named as an additional ~,~ ~r 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 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. PAGE 6-ENGINEERING SERVICES AGREEMENT (p:agree\engform,K} 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. All remedies shall be cumulative. 14.4. Any litigation arising out of this contract shall be conducted in Circuit Court or District Court of the State of Oregon for Jackson County. 15. Termination without Cause: 15.1. In addition to the right to terminate this contract under subsection 14.3, City may terminate by giving Engineer written notice sixty days prior to the termination date. 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. PAGE 7-ENGINEERING SERVICES AGREEMENT (p:agree\engform. K) 17. Assignment: 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 of this contract shall be valid unless in writing and signed by the parties. ENGINE~ Fed. ID # CITY DC~tetyjDe~_,,~./~ ~j~/l~rp~n~ H~,d R EV,,tt~,V~E~>...~ TO FORM By r ~ Ci~ Legal ~ounsel Date: >~,~(~ Coding (for City use only) PAGE 8-ENGINEERING SERVICES AGREEMENT Ip:agree\engform. K) Exhibit A - Scope of Work SUPPLEMENTAL CONTRACT ASHLAND WASTEWATER TREATMENT PLANT FACILITIES PLAN Task 1. Task 2. Task 3. 3.1 3.2 3.3 3.4 Coordination with DEQ for f'mal approval of the Wastewater Treatment Plant Facilities Plan. This item may include discussion regarding Ashland's final WWTP permit. Work began in November 1995 and should continue through March 1996. Total cost not to exceed $7,000. Provide Assistance for the Demonstration Wetlands Project. Work in this task will include assistance with developing the RFP, participating in the preproposal meeting and site review, and technical assistance during the selection process. It is not anticipated that this would include full review of each proposal, nor participating in the final interview process. Work began in December 1995, and should continue through March 1996. Total cost not to exceed $4,200. Effluent Irrigation Preliminary Design. Primary purpose of this task is to evaluate the topographic and soil limitations for effective spray irrigation on the Imperatrice property. Preliminary layouts and cost estimates are included in this task as shown below. Begin work in January and continue through March 1996. Total cost of this item not to exceed $20,000. Not in this contract. Complete a detailed irrigation capacity survey including on-site test hole evaluations and soils analysis/testing. Discuss findings with DEQ during an on- site meeting. Subtask limiting fee - $6,100. Conduct preliminary geotechnical evaluation of lagoon/storage pond feasibility and preliminary cost estimate. Subtask limiting fee - $3,500. Develop preliminary irrigation system layout, discuss appropriate irrigation equipment and perform preliminary cost estimate of irrigation system. Subtask limiting fee - $10,400. Exhibit A January 23, 1996 Page 1 of 2 Task 4. Outfall Diffuser Preliminary Design. This analysis is being conducted as a condition of approval to relocate the outfall from Ashland Creek to Bear Creek. Work to commence in January and continue through April 1996. Total cost of this item not to exceed $15,000. 4.1 Gather data and determine the minimum 7-day, 10-year average flows. 4.2 Meet with city, ODFW, and DEQ to determine responsibilities of each entity and establish specific design criteria. 4.3 Provide a scope of work for city employees to adequately survey and graphically depict the river bottom profile. 4.4 Select primary outfall alignment. 4.5 Coordinate dye dilutions study to simulate mixing zone of immediate dilution at critical flow conditions. 4.6 Develop preliminary diffuser design. 4.7 Prepare preliminary design report and review with city and DEQ. Exhibit A January 23, 1996 Page 2 of 2 Poe & Broam of Adzona 4041 N. Cenlml AreRue Suite 1400 Phoenix 85O12 lamJE DAlE (MM'DD.YY) 11113/06 THIS CERTIFICATE 18 18SUED AS A MATIER OF INFORMATION ONLY AND CONFEFI8 NO RIGHT8 UPON THE CERTIFICATE HOLDER. THiS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER 'n*lE COVERAGE AFFORDED BY THE POLICIES BELOW. COUPANIES AFFORDING COVERAGE COMPANY A VICTOR 0 SCHINNERER/CNA LETTER coMPlY LETTER INSURED ~ John Carolo Engineers 3100 S. Harbor Blwl ~200 Santa Aria CA COM PN',IYC LETTER COMPN~Y D LETTER COMPANY E LETTER 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 INSUR.4NCE AFFORDED ~Y THE POLICIES DESCRIBED HEREI,"-~ ;S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, CO ~ n~ ~mum~a~,.~ ~ ~v m,m POLICY B:FEC]WI~ POUCY EXPIRATION LTR ......................... U/DO ~ D I GBII~UM. LJABIETY GENERAL AGGREGATE $ ~ COMMERCIAL GENERAL LIN~ILIT~ ~ PROOUCTS-COMP/OP AGG. CLNMS MADE OCCUR. : i~'~R'~N. & N~V. INJURY $ ' OWNER'S & CONTRACTOR'S PROT, EACH OCCURRENCE i FIRE DAMAGE (Any one fire) $ MED. EXPENSE (Any one person) $ i ALL OWNED AUTOS '~ SCHEDULED AUTOS !HIRED AUTOS i .CH-ow.a~ ~os i ~ GARAGE LIABILITY ..... UMBRELLA FORM ~OTHER THAN UMBRELLA FORM STATuToRY LIMITS i EACH ACCIDENT $ .~D : DISEASE :~ POucY LIMIT $ alrt. o,~ns. U~alUTY ~ DISEASE: EAC.~'~.c~¥~:E $ OTHE~ A PROFESSIONAL UABILITY AEN11385445g 07/04/66 07/04/g7 PER CLAIM Clakna Made-Reb~ AGC-REGATE Dale Unlmlled DEDUCT I BLE A I COMBINED SINGLE LIMIT $ DOOILY INJURY (Per pe~on) $ BOOiLY iNJ~R~ ~O~R~ D~AGE ~CH ~CURRENCE AGGREGATE 1,000,000 1,000,000 500,000 OR 07520 C~ of Ashland, C~ Hail Attn: Asaistant City Aston 2O E. Makl S~eet EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENRFJ(t~X~O(XXXXXXX MAIL __ ~_~_*DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LE T, ~~~~R~~~~xxxxxxxxxxx *EXCEPT 10 DAYS/O~ NON PAYME~ OF PR~M O~ E. ~ ' - ='"':'" .................. : ~ ~ CER~F~A~ ~ ~8UED ~ A MAWR ~ IN~RMA~ ~LY ~D C~ NO R~H~ U~ ~E CER~F~A~ H~ER. ~ CER~F~A~ ~8 NOT ~END~ E~ND ~ ~R ~E ~R~E ~RDED BY ~E ~ & ~ ~ ~ ~IE8 ~L~. Sum 1~ ~UP~IES ~RDING ~VE~GE ~V~ ' . ........ ' ', ~,~ ",, ,: .' :.:.. .....' . . . "~HIS 'IS TO CERTI~ THAT THE POLICIES OF NSuRANcE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED ~MED ~VE FOR THE POLI~Y' PERIOD INDICATED, NOTWITHSTANDING A~ REQUIREME~, TERM OR ~NDITION OF A~ CO~RA~ OR OTHER ~CUME~ WITH RESPE~ TO WHICH THIS CE~IFICATE ~Y BE I~SUED OR ~Y PE~N, TH~ IN~UR~N~ AFFOR~ 5Y THE =O.tC~E~ ~ESC~EED HEREIN I~ SU~E~ TO ALL THE TE~M3, EXCLUSION8 AND CONDITIONS OF ~UCH POLICIES. LIMIT~ ~WN ~Y HAVE BEEN REDUCED BY PAID C~IMS. ~Y ~ ~ ~ I~E ~Y NU~ ~: X ~MERCI~ G~ER~ LI~IL~ XOU ~E~ I BL : ~u~P/OP AGG. I 1,000,000 : X ~ ~R P~CT ~REGA~ FIRE ~D~A~"'~y :~ ~" '-~"~'~-~'~j~ MED E~'(~ ~'e ~on) '$' 20,00'0 12/31/95 12/31/96 C~BINED SINGLE :~"~X'~ ~Y AUTO ~ LIMff $ 1,000 000 : ~: ~L O~ A~OS B~ILY INJURY SCHEDULED A~OS N~ A~OS (~ ~Q $ : ~BGE LI~IL~ UMBR~LA FORM "AGGREGATE ~ 3,000; 0'00 ~ ; OTHER TH~ UMBR~LA FORM ~ ~~ X STATUTORY LIMIT6 , ~O 3CE~1412/3CE~1434 11 ~29~95 12~31,'96 EACH ACCIDENT S i ,000,000 DIS~E - ~iCY LIMIT $ 1,000,000 ~O~ U~U~ : O~ Additional insured does not apply to Workers C~pensalion Io Job: ~4411A.10, =4411A.30 & ~4411B.10 Project* Phase 1 of ~ Upgrade CERTIFICATE HOLDER 4 . Clly of A~ltknd, Cily Hal Ntn: Assislant City Admn 20 E. Main Stmet A,.~hland OR 9752O SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL EN~J(~'I~iI[~)~XXXXXXXX MAIL ~0 *DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE ~?~ LE~, B~~~X~~~XXXXXXXXX ~_ _~_~~~~~XK~xxxxxxxxxxx 'EXCEPT 10 DAYS ~ N~N PAYME~ OF PREMIUM