HomeMy WebLinkAbout2003-007 Contract - ESA Inc CONSULTANT SERVICES CONTRACT
Consultant services contract made on the date specified below in Recital A between the
City and Consultant as follows:
Recitals:
A. The following information applies to this contract:
CITY: CITY OF ASHLAND
City Hall
20 E. Main St.
Ashland, Oregon 97520
(541) 488-6002
FAX: (541) 488-5311
Consultant: ESA, Inc.
Address: 1600 S. W. Western Blvd.,
Suite 160
Corvallis, OR 97333
Telephone: 541-752-2829
FAX: 541-752-4830
Date of this agreement: ¶ B: RFP date: November 5, 2002
January 17, 2003 Proposal date: December 6, 2002
¶ 2.2. Contractin~t officer: Scott Johnson
¶ 2.4. Project: Study of City's Electrical Distribution system.
¶ 6.1. Consultant's representative: Jerry Witowski, P.E.
¶ 8.3. Maximum contract amount: $40,000
B. On the date noted above, City issued a request for proposals (RFP) for consulting
services needed by City for the project described above. Consultant submitted a
proposal in response to the RFP on the date noted above.
C. After reviewing Consultant's proposal and proposals submitted by other offerors, City
selected Consultant to provide the services covered by the RFP.
City and Consultant agree as follows:
1. Relationship between City and Consultant: Consultant accepts the relationship of
trust and confidence established between Consultant and City by this contract.
Consultant 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 consultant's caliber in the locality of the project. Consultant 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,
Consultant shall provide professional consulting services for City in all phases of the
project to which this contract applies, serve as City's professional consulting
representative for the project, and give professional consultation and advice during the
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term of this contract. Consultant acknowledges that City is relying on consultant to
provide professional consulting 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:
2.1. "City" means the City of Ashland, Oregon.
2.2. "Contracting officer" means the person specified in Recital A above or that
person's designee.
2.3. "Project" means the project described in Recital A.
2.4. "Work" or "Services" shall mean all labor, materials, plans, specifications,
opinions, reports, and other consulting services and products which Consultant 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. 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
Consultant's services.
5. Consulting Services: Consultant shall provide services to City that are described in
the RFP.
5.1. In connection with the services described in the RFP, Consultant shall:
5.1.1. Consult appropriate representatives of City to clarify and
define City's requirements relative to the services.
5.1.2. Review available data relative to the services.
5.1.3. Identify data which is not available and is needed to fulfill the
services, and act as City's representative in obtaining such data.
5.1.4. Prepare monthly progress reports to the contracting Officer
on the status of services.
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5.1.5. Cooperate with other consultants retained by City in the
exchange of information needed for completion of the services and the
project.
5.2. Consultant shall commence performance of services within five days after
receiving written authorization from the contracting officer for work described in the
RFP. Consultant 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,
Consultant shall submit for City's approval, a schedule for the performance of work
elements described in the RFP. Each schedule shall include allowance for periods of
time required for City's review and approval of Consultant's services. Each schedule,
approved by City, shall become a part of this contract.
5.3. Consultant shall perform the services as an independent contractor in
accordance with generally accepted standards in Consultant's profession. Consultant
shall be responsible for the professional quality, technical accuracy and the
coordination of all services performed by Consultant. Consultant shall, without
additional compensation, correct or revise any error or deficiencies in the services that
are caused by Consultant'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 Consultant's services. In the
event of any breach of this contract by Consultant or negligent performance of any of
the services, City's cause of action against Consultant 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 Consultant beyond the
maximum time limitation provided by Oregon law.
6. Assignment of Consultant'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 Consultant's
representative in all communications and transactions with City.
6.2. Consultant will endeavor to honor reasonable specific requests of City with
regard to assignment of Consultant's employees to perform services if the requests are
consistent with sound business and professional practices.
6A. Living Wage Requirements: Consultant is required to comply with chapter 3.12 of
the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all
employees performing work under this contract and to any subcontractor who performs
50% or more of the service work under this contract. Consultant is also required to post
the attached notice predominantly in areas where it will be seen by all employees.
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7. Responsibilities of City:
7.1. City will cooperate fully with Consultant 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 Consultant for performance
of the services.
7.3. City will arrange for access to, and make all provisions for Consultant to
enter upon, public and private property as required for Consultant 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, Consultant, public
agencies, and others involved in the project.
8. Payment:
8.1. City shall pay Consultant for services and reimburse Consultant for
expenses incurred by Consultant in performance of services in accordance with a
payment schedule to be submitted by Consultant 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. Consultant shall submit monthly invoices to City for Consultant's services
within ten days after the end of the month covered by 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. Consultant 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 Consultant 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.
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9.3. Consultant is a "subject employer" as defined in ORS 656.005 and shall
comply with ORS 656.017. Prior to commencing any work, Consultant shall certify to
City that Consultant has workers' compensation coverage required by ORS Chapter
656. If Consultant is a carrier insured employer, Consultant shall provide City with a
certificate of insurance. If Consultant is a self-insured employer, Consultant shall
provide City with a certification from the Oregon Department of Insurance and Finance
as evidence of Consultant's status.
10. Ownership of Documents: All documents prepared by Consultant 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
Consultant, 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 Consultant without prior written authorization of Consultant.
11. Records:
11.1. Consultant shall develop and maintain complete books of account and
other records on the services which are adequate for evaluating Consultant's
performance. Consultant 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 Consultant's other business.
11.2. Consultant's books and records shall be made available for inspection by
City at reasonable times, to verify Consultant's compliance with this contract. City shall
have the right to request an audit of Consultant's books and records by a certified public
accountant retained by City.
12. Indemnification: Consultant 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
Consultant (including but not limited to, the negligent acts or omissions of Consultant's
employees, agents, and others designated by Consultant to perform work or services
attendant to this contract). Consultant 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. Consultant 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
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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.
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 Consultant. 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. All remedies shall be cumulative.
14.4. Any litigation arising out of this contract shall be conducted in Circuit Court
of the State of Oregon for Jackson County.
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5. Termination without Cause:
15.1. In addition to the right to terminate this contract under subsection 14.3, City
may terminate by giving Consultant written notice sixty days prior to the termination
date.
15.2. In addition to the right to terminate this contract under subsection 14.3,
Consultant 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 15.2, Consultant shall be
paid for all fees earned and costs incurred prior to the termination date. Consultant shall
not be entitled to 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 Consultant shall be addressed to the Consultant's representative
at the address provided for the Consultant in Recital A above.
17. Assignment: City and Consultant 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. Consultant shall not assign or subcontract Consultant'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 Consultant.
18. Modification: No modification of this contract shall be valid unless in writing and
signed by the parties.
Consultant
CITY
City Dep_ad;r~ent I--~ead
Date:
REVI~~S TO ~ORM
By
City Legal Counsel
Date:
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City of Ashland
LIVING
For all hours worked under a
service contract between their
employer and the City of
Ashland if the contract
exceeds $15,345 or more.
For all hours worked in a
month if the employee spends
50% or more of the
employee's time in that month
working on a project or portion of
business of their employer, if the
employer has ten or more
employees, and has received
financial assistance for the project
or business from the City of
Ashland in excess of $15,345.
If their employer is the City of
Ashland including the Parks
and Recreation Department.
In calculating the living wage,
employers may add the value of
health care, retirement, 401K and
IRS eligible cafeteria plans
(including childcare) benefits to the
amount of wages received by the
employee.
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.
Notice to Employers: This notice must be posted predominantly in areas where it will be seen by all
employees.
CITY OF
-ASHLAND
CITY OF ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
CiTY RECORDER'S COPY
02/06/2003
Page 1 / 1
03936 I
VENDOR: 006807
ESA INC
1600 SW WESTERN BLVD SUTIE 160
CORVALLIS, OR 97333
SHIP TO: Ashland Electric Department
(541) 488-5354
90 N MOUNTAIN
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date: 01/17/2003
Special Inst:
Req. No.:
Dept.: ELECTRIC
Contact: D Wanderscheid/S Johnson
Confirming? NO
, BLANKET PURCHASE ORDER
I
I
I~i:..~~ ~ate of Agreement: January 17, 2003
I
SUBTOTAL 40,000.00
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552 -2010 TOTAL 40,000.00
ASHLAND, OR 97520
690.11.18.00.604100 40,000.00
VENDORCOPY
Study of Electrical Distribution System