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HomeMy WebLinkAbout2004-006 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 I] B: RFQ due date: August 29, 2003 Initial proposal date: August 29, 2003 Revised cost proposal date: October 15, 2003 I]2.2. Contracting officer: Dick Wanderscheid '[]2.4. Project: Professional Telecommunications Consulting Services 116. Consultant's representative: Nelson Hyde I]8.3. Maximum contract amount:.,, ,,._ , ,, ,. ,, . ,, ,,~ ~ ° nn,~ nr~ $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 I - Contract C:~)OCU ME- l~cmcdonal~LOCALS ~ 1 \Temp~notesFFF692~,FN contract 10.21.03.doc 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. Consulting Services: Consultant shall provide services to City that are described in the RFQ, *~ "";*~' '" .... o~, ,~,,,~ ^,,,.,,,o, oo onn~ 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 2 - Contract C:\DOCUME~1~cmcdonal~LOCALS~1\Temp~notesFFF692~,FN contract 10.21.03.doc 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. 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. 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 3 - Contract C:\DOCUME~1~cmcdonaI~LOCALS~1\Temp\notesFFF692~AFN contract 10.21.03.doc 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 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. 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. 4 - Contract C:\DOCUME~1~cmcdonaI~LOCALS~1\Temp~notesFFF692~AFN contract 10.21.03.doc 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 rightto 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 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 5 - Contract C:\DOCUME~1\cmcdonal~LOCALS~1\Temp\notesFFF692V~,FN contract 10.21.03.doc which states merely that the issuing company "will endeavor to mail" written notice is unacceptable. 6 - Contract C:~3OCUME.1~cmcdonaN_OCALS~1\Temp~'~otesFFF692~AFN COntract 10.21.03.doc 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 broaches 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. Assi,qnment: 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 benefitsto anyone other than City and Consultant. 7 - Contract C:\DOCUME~1~cmcdonaI~LOCALS~1\Temp\notesFFF692~,FN contract 10.21.03.doc 8. Modification: No modification of this contract shall be valid unless in writing and signed by the parties. C onsultantBy, d__~¢---~/ Title: . :;::'""~/'/2 #/~/~; REVIEWED AS TO CONTENT BY ~/~~~1~ City' I~artment Head' Date:s City Legal Counsel Date: Coding (for City use only) 8 - Contract C:~)OCUME~1\cmcdonal~LOCALS~1\Temp~notesFFF692~,FN contract 10.21.03.doc 10-23-2003 14:11:02 ACB/DG 847-953-5390 Page 002 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ACh Risk Services, Inc. of Illinois ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 200 East Randolph chicago IL 60601 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY st Paul Fire & Marine Insurance Co. PHONE- (312) 951-4000 FAX- A INSURED COMPANY Naviganl: Consulting, Ltd, B a wholly owned subisidiary of Navigent Consulting, Inc, COMPANY 615 N. Wabash Avenue C chicago IL 60611 USA COblPAN'f D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOI'WITHSTANDING 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. co POLICY E~cTrw POLICY ~x~'n~z[oN LTR TYPE OF I~,qJ'RA~gE POLICY [~'M~ER DATE (MM/DD/YY) DATE A GENERAL LIABILITY CK01205500 1~/31/~2 i2/3i/0~ GENERAL AGGREGATE $2,000,000 COMMERCIAL GENERAL LIABILffY PRODUCTS- COMPIOP AGO $ Z, 000,000 ~!~i~ ] CLAIMS MADE ~ OCCUR PERSONAL & ADV INJURY $1,000,000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $i,000,000 ~ FIRE DAMAGE(Ar~ or.~ fire l $ 500 ,'000 A AUTOMOBILE LmBILITY CK0i205500 i2/~1/02 1 2/31/03 COMBINED SINGLE LIMff $~,000,000 ~ ANY AUTo ALL OWNED AtJTO$ BODILY iNJURY ~ Per person) SCHEDULED AUTOS HIRED AUTOS ~ODILY INJURY NON-OWNED AUTOS === F'RuPERT"r DAMAbE GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN A~.~T'.) ,. 'r.L f EACH ACCIDENT '"" AGGREGA'T EXCESS LIABILITY EACH OCCURRENCE _,~ UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM A WORKER'S COMPENSATION AND WVA[20?6$5 12/31/02 1.2/~.1./03 X EMPLOYERS" LIABILITY LL EACr'~ ACC,D;-;, i . $1,000,00~ THE PROPRIETOR/ ~'~ INCL EL DISEASE-POLICY LIMFF $1,000,000 PARTNERS/EXECUTIVE OFFICERS ARE:I""1[ · EXCL EL DISEASE. CA EMPLOYEE $1,000,000 D~SCRIPTLON OF, QPER~TIONSJLOCATIQNS~HI~LE~/SP, ECIAL ITEMS .-. Clty ol' AShland, Oregon 35 ~ncluoeo a5 an Addltional Insured wil:h respect 1:o 1:he General Liabili1:y Policy. SHOULD Al',h' OF THE ABOVE DESCRIBED POLICICS BE CANCELLED BEFORE THE C'i l:y of Ashl and, Oregon EXPIRATION DATE THEREOF. THE ISSUING CC)MPANY VVlLL ENDEAVOR'fO MAIL A1:l:n: Dick Wande r'sshe'i d :m DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER' NAMED TO THE LEFT. 20 East Mai n Street: BUT FAILURE TO MAIL SUCH N(.)TICE SHALL IMPOSE NO OBLIGATION ,.2R LIABILf~Y Ash'land OR 97520 USA OF ANY KiND UPON THE COMPANY ITS AGENTS OR REPRESENTATIVES. -- emme ,nsu a ce .roup, ,nc. VERIFICATION OF INSURANCE ISSUED TO: City of Ashland 20 E. Main Street Ashland, OR 97520 Attn: Mr. Dick Wanderscheid Electric and Telecommunications Director We, the undersigned Insurance Brokers, hereby verify that Amh Specialty Insurance Company has issued the following described insurance, which is In force as of the date thereof- ERRORS AND OMISSIONS PROFESSIONAL LIABILITY INSURANCE NAME OF INSURED: POLICY NUMBER: PERIOD OF INSURANCE: SUM INSURED: Navigant Consulting, Inc. and others as more fully described in the Policy. 12SPL13002-00 12:01 a.m. January 30, 2003 to 12:01 a.m. January 30, 2004 $1,000,000 Each claim and Annual Aggregate including costs, charges and expenses excess of the appliceble self-insured retention for the stated policy pedod. SUBJECT TO ALL TERMS, CONDITIONS AND LIMITATIONS OF THE POLICY This document is fumished to you as a matter of information only and is not insurance coverage. Only the formal policy and applicable endorsements offer a comprehensive review of the coverage in place. The issuance of this document does not make the person or organization to whom it is issued an additional insured, nor does it modify in any manner the contract of insurance between the Insured and the Insurer.. Any amendment, change or extension of such contract can only be effected by specific endorsement attached thereto. Issued at Chicago, Illinois Date: October 21, 2003 Lemm~,~uranc/~Group, Inc. ., E~cutive Vlce President 3701 Algonquin Road .~ Sui[e 810 ~ Rolling Meadows, IL 60008 800-943-8068 =, Tel: (847) 385-6800. Fax: 1847) 38.5-6801 www. lemme.com CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 CITY RECORDER'S COPY DATE ] 0110g/2004 Page 1 / 1 PO NUMBER 04758 VENDOR: 008116 NAVIGANT CONSULTING INC 135 S LASALLE DEPT 3720 CHICAGO, IL 60674-3720 SHIP TO: Ashland Electric Department (541) 488-5354 90 N MOUNTAIN ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: 10/20/2003 Special Inst: Req. No.: Dept.: ELECTRIC Contact: Dick Wanderscheid Confirming? NO RFP Contracted amount: $63,900.00 Addendum issued December 4, 2003 Added market research'~i~d consulting '" '."' : hours,, not to exceed $25,000 · :, .:'.i'" . '..' i i' '""" :' : ' ' SUBTOTAL 90,000.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2028 TOTAL 90,000.00 ASHLAND, OR 97520 '" Account Number Amount .'. · ·Account Number ' "'" .... " Amount. ' E 690.11.18.00.604100 90,000.00 A~th0rized Signature VENDOR COPY