HomeMy WebLinkAbout2003-204 Contract - Navigant ConsultingCONSULTANT 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
Date of this agreement:
October 20, 2003
Consultant: Navigant Consulting, Inc.
Address: 111 Congress Avenue, Suite 1600
Austin, TX 78701
Telephone: 512.493.5441
FAX: 512.472.7721
¶ B: RFQ due date: August 29, 2003
Initial proposal date: August 29, 2003
Revised cost proposal date: October 15, 2003
'[12.2. Contracting officer: Dick Wanderscheid
¶2.4. Project: Professional Telecommunications Consulting Services '
¶6. Consultant's representative: Nelson Hyde
I]8.3. Maximum contract amount:.~..~,w.~...v¢~o nnn r~n $63,900.00
B. Prior to the due date noted above, City issued a request for qualifications (RFQ) for
consulting services needed by City for the project described above. Consultant
submitted an initial proposal and a revised cost proposal in response to the RFQ on the
dates noted above.
C. After reviewing Consultant's initial proposal and proposals submitted by other
offerors, City selected Consultant to provide the services covered by the RFQ.
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 contractinq 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. Consultinq Services: Consultant shall provide services to City that are described in
the RFQ, *~'" ;";*;o~ ....... ~ ,~o,~,4 ^ ...... , ca 2003, and the revised cost proposal
dated October 15, 2003.1n the event of any inconsistencies in the terms of this contract,
the RFQ, the proposal submitted in response to the RFQ and the revised cost proposal,
this contract shall take precedence over the revised cost proposal which shall take
precedence over the initial proposal which shall take precedence over the RFQ.
5.1. In connection with the services described in the RFQ, 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.
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
RFQ. Consultant shall perform the services as expeditiously as is consistent with
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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 RFQ. 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. Assiqnment 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.
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
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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.
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.
9.4. If the amount of this contract is $15,000 or more, 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.
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 Tod 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.
All documents submitted by the Consultant pursuant to this contract shall be considered
sensitive business information the disclosure of which would cause a competitive
disadvantage for the City. Such documents are submitted in confidence, and the City
agrees not to disclose the information as the public interest would suffer by its
disclosure.
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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 cedified 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
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
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which states merely that the issuing company "will endeavor to mail" written notice is
unacceptable.
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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
pady 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.
15. 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 compensation 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.
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8. Modification: No modification of this contract shall be valid unless in writing and
signed by the parties.
Consultant
Title: , ?~6/t~>'Ul~(,
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BY
REVIEWED AS TO CONTENT
City
Date:
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City Legal Counsel
Date:
Coding
(for City use only)
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A CORD,, C E RTl FI CATE O FLIABI LIT¥ I N S U RAN CE DATE
10/23/03
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Aon Risk Services, Inc. of Illinois ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
200 EaSt Randolph HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
chicago IL 60601 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
COMPANY
St Paul Fire & Marine Insurance Co.
PHONE- (312) 381-4000 FAX- A
INSURED COMPANY
Navigant Consulting, Ltd. B
a wholly owned subisidiary of
Navigant Consulting, Inc. COMPANY
615 N, wabash Avenue C
chicago IL 60611 USA COMPANY
D
COVERAGES
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
A GENERAL UABILITY CK01205500 12/31/02 12/31/03 GENERAL AGGREGATE 52,000,000
~' COMMERCIAL GENERAL LIABILITY PRODUCTS - COMP OP AGG 52,000,000
j CLAIMS MADE F~ OCCUR PERSONAL & ADV INJURY 51,000,000
OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE 51,000,000
FIRE DAMAGE(Any One firel 5500,000
A AL"TOMOBILE LIABILITY CK01205500 12/31/02 12/31/03 COMBINED SINGLE LIMIT 51,000,000
3 ;:::: LTHLAA~gOuRMMB R EL LA FO R M AGGREGATE
City o~OAshC~an~, Oregon ls lnc~u~ed as an Add3tlonal Znsured with respect to the General Liability Policy.
Ei ty of Ash~ and, Oregon EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
Attn: Dick wanderscheid 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT
Ashland OR 97520 USA
AcORD 25~s :(1/95): AeORO CbRPORATION