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HomeMy WebLinkAbout2008-033 Contract - Hatch Energy ENGINEERING 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 Consultant: HATCH ENERGY City Hall Address: 6 NICKERSON STREET, STE 101 20 E. Main St. SEATTLE WA 98109 Ashland, Oregon 97520 (541) 488-6002 Telephone: 206/352-5730 FAX: (541) 488-5311 FAX: 206/352-5734 Date of this agreement: ~ B: RFP date: DECEMBER 7,2007 FEBRUARY 6, 2008 Proposal date: JANUARY 16, 2008 ~2.2. Contracting officer: JAMES H. OLSON, INTERIM PUBLIC WORKS DIRECTOR ~2.4. Project: FERC PART 12 DAM ANALYSIS PROJECT 2007-21 ~6. Consultant's representative: Hans de Mel!, PE ~8.3. Maximum contract amount: $100,660.00 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 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. G:\pub-wrks\eng\07-21\A\Hatch Energy\new contract revisions\07-21 Hatch Contract Documents FinaI2008-02-05.doc 4/f! 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. Authoritv 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. 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. Any action or claim against Consultant in connection with this Agreement or the performance or non-performance of Services, whether in contract, tort, equity, statute or otherwise, must be made within 24 months of the date of the performance or non-performance of the relevant Services." 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. G:\pub-wrks\eng\07-21\A\Hatch Energy\new contract revisions\07-21 Hatch Contract Documents Final 2008-02-05.doc /Jtf ". 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 after the third week of the month covered by the invoice. "Payment of invoices shall be made through the CITY'S ordinary payment process, and shall be considered timely if made within 30 days of receipt of a properly completed invoice. Untimely payments may be subjected to an interest rate of 1 % per month at the discretion of the Consultant. 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 279C.505, 279C.515, 279C.520 and 279C.530. 9.2. Pursuant to ORS 279C.520(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 anyone 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 $15,964.00 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. 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 G:\pub-wrks\eng\07-21\A\Hatch Energy\new contract revisions\07-21 Hatch Contract Documents FinaI2008-02-05.doc At/#' 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. The City expressly excludes loss of use or profit and any other indirect, incidental, special, punitive or consequential losses or damages, and limits total liability under this contract to the amount of the Consultant's insurance limits as well as fees payableunderthiscontractJ t..e. 1/6[.10j 6&0 13. Insurance: Atl/ ~ 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. For each liability insurance type, all claims made shall be limited in the aggregate to $1 ,QOO,9@@.IIS0(}, (,'['0 13.3. Liability coverage shall be provided on an "occurrence" basis and with the aggregate limit noted in clause ~.,;/ 13.2. "Claims made" coverage will not be acceptable, except for the coverage required by subsection 13.1.2. //IP" 13.4. Contractor shall submit certificates of insurance acceptable to the City with the signed contract prior to ..u.--I_ the commencement of any work under this agreement. Each certificate shall state that coverage afforded under the P () ,...-- 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. 15. Termination: 15.1 Mutual consent. This contract may be terminated at any time by mutual consent of both parties. 15.2 City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. 15.3 For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such later date as may be established by City under any of the following conditions: a. If City funding from federal, state, county, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; b. If federal or state regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or c. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract for any reason denied, revoked, suspended, or not renewed. G:\pub-wrks\eng\07-21\A\Hatch Energy\new contract revisions\07-21 Hatch Contract Documents FinaI2008-02-05.doc $# 15.4 For Default or Breach. a. Either City or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. b. Time is important for Contractor's performance of each and every obligation and duty under this contract. City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. c. The rights and remedies of City provided in this subsection (15.4) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. 15.5 Obliaation/Liabilitv of Parties: Termination or modification of this contract pursuant to subsections 15.1, 15.2, 15.3 and 15.4 above shall be without prejudice to any obligations or liabilities or either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections 15.1, 15.2, 15.3 and 15.4 of this section, Contractor shall immediately ceased all activities under this contract, unless expressly directed otherwise by City in notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information, works-in- progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for termination wrap-up costs and for work performed prior to the termination date if such work was performed in accordance with the Contract. 16. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Consultants, with no further liability to Consultants. 17. 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. 17.1. Notices to City shall be addressed to the contracting officer at the address provided for the City in Recital A above. 17.2. Notices to Consultant shall be addressed to the Consultant's representative at the address provided for the Consultant in Recital A above. 18. Assianment: 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. 19. Governina Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby G:\pub-wrks\eng\07-21\A\Hatch Energy\new contract revisions\07-21 Hatch Contract Documents FinaI2008-02-05.doc #// rJ!r consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. In the event of a dispute pertaining to this Contract, the parties agree to attempt to negotiate in good faith an acceptable resolution. If a resolution cannot be negotiated, then the parties agree to submit the dispute to voluntary non-binding mediation before pursuing other remedies. This provision does not limit the CITY'S right to terminate authorized by this Contract. 20. MERGER CLAUSE: THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 21. Modification: No modification of this contract shall be valid unless in writing and signed by the parties. CONSULTANT,- "'_/ By: ~y{kk/t. / Signature ~A-N~ W. OE 14EEL Printed Name Its: M,4-N ~6 E fj{ CJ F v P 6- tu.+ -r I 0 C\)..S' Fed 10# i b - ()t:J 66 2S:~ CITY OF ASHLAND By: ~~ ~V Lee Tuneberg Finance Director REVIEWED AS TO CONTENT: By: ~. ))~ Date: ;3 / -'5/ dY Coding: (For City use only) / F--rJ. tJ g ( 6 ~ G:\pub-wrks\eng\07-21\A\Hatch Energy\new contract revisions\07-21 Hatch Contract Documents Final 2008-02-05.doc ~/ CERTIFICATIONS OF REPRESENTATION Consultant, under penalty of perjury, certifies that: (a) The number shown on this form is its correct taxpayer ID (or is waiting for the number to be issued to it; and (b) Consultant is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, and (c) The work under the Contract shall be performed in accordance with the consistent with industry norms, and (d) Consultant is qualified, professionally competent and duly licensed to perform the work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Consultant as defined in the contract documents, and has checked four or more of the following criteria: v (1) I carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. ../ (2) Commercial advertising or business cards or a trade association membership are purchased for the business. V (3) Telephone listing is used for the business separate from the personal residence listing. V (4) Labor or services are performed only pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) I assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. ~d~ F~]..C '08 Co~ tant H A-Nf,W 0 E I'l tz: f L Date Mil-NiuE ~ 0 f 0 PE c2./rn (J 1\l5 ~/ Form W-9 Request for Taxpayer Identification Number and Certification Give form to the requester. Do not send to the IRS. (Rev. November 2005) Department of the Treasury Internal Revenue Service N (\) 01 <ll Q. c o Gl III a.g ~:;:: ... 0 o 2 .... c: III .- c: It-; ;;:: '13 Gl a. (/) (\) (\) (f) Name (as shown on your income tax return) Hatch Acres Corporation Business name, if different from above o Individual/ Check appropriate box: Sole proprietor Address (number, street, and apt. or suite no.) 100 Sylvan Parkway, Suite 200 City, state, and ZIP code Amherst, New York 14228-1146 List account number(s) here (optional) ~ Corporation o Partnership 0 Other ~ _ __ __ __ __ _ __ _ __ _ _ _ o Exempt from backup withholding Requester's name and address (optional) Taxpayer Identification Number (TIN) ~ or Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, Sole proprietor. or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.) Sign Here Date ~ Purpose of Form A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. For federal tax purposes, you are considered a person if you are: · An individual who is a citizen or resident of the United States, . A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or · Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information. Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: · The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231 X Form W-9 (Rev 11?005) Form W-9 (Rev. 11-2005) Page 2 · The U.S. grantor or other owner of a grantor trust and not the trust, and · The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities)_ Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 4 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from baCkup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Also see Special rules regarding partnerships on page 1. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle. the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line. Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for "Other" and enter "LLC" in the space provided. Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line. Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.). Exempt From Backup Withholding If you are exempt, enter your name as described above and check the appropriate box for your status, then check the "Exempt from backup withholding" box in the line following the business name, sign and date the form. Form W-9 (Rev. 11-2005) Page 3 Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Exempt payees. Backup withholding is not required on any payments made to the following payees: 1. An organization exempt from tax under section 501 (a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401 (f)(2), 2. The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, 7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947. The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15. IF the payment is for. . . THEN the payment is exempt for. . . Interest and dividend payments All exempt recipients except for 9 Broker transactions Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker Barter exchange transactions and patronage dividends Exempt recipients 1 through 5 Payments over $600 required to be reported and direct sales over $5,000 1 Generally, e~empt recipients 1 through 7 'See Form 1099-MISe, Miscellaneous Income, and its instructions. 'However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(1), even if the attorney is a corporation) and reportable on Form 1099-MISe are not exempt from backup withholding: medical and health care payments, attorneys' fees; and payments for services paid by a federal executive agency. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (lTIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socia/security.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer 10 Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Writing "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 11-2005) Page 4 Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2. Signature requirements. Complete the certification as indicated in 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals Uoint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or single-owner LLC The individual The actual owner of the account or, if combined funds, the first individual on the account 1 The minor 2 The grantor-trustee 1 The actual owner' The owner 3 For this type of account: 6. Sole proprietorship or single-owner LLC 7. A valid trust, estate, or pension trust 8. Corporate or LLC electing corporate status on Form 8832 9. Association, club, religious, charitable, educational, or other tax-exempt organization 10. Partnership or multi-member LLC 11 . A broker or reg istered nominee 12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments Give name and EIN of: The owner 3 Legal entity 4 The corporation The organization The partnersh ip The broker or nominee The public entity List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 2 Circle the minor's name and furnish the minor's SSN. J You must show your individual name and you may also enter your business or "DBA" name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN. , list first and circle the name of the legal trust, estate. or pension trust. (Do not fumish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. ;fT...... .~..... c~ ~u 'nrer~na'f .j~.~t Pro-Form InsuI'ance Services Insurance . Financial Services ',5 ,t-\113i3te Pad~\N'lV ~~u,te 220 jA'lrkharn.Ontarc L3R 58.1 F"'-'onc: ~~OE)' :.JJ5 - -: 054- i<j:1 Free 1 -;3~:O-:J61 -QOeO F~:x 905-:30~. ~ O:~!,3 March 5,2008 Ms Anne Creaser Acr es Intemational 1235 North Service Rd. W Oakville, ON L6M 2W2 Dear Anne: RE: Certificate of Insurance City of Ashland www.proforminsuranceca Fmther to your recent request, I am now pleased to enclose the Certificate ofInsurance, completed for the captioned client in evidence of the Professional Liability Insurance that is currently in force The original of this Certificate will follow in the mail I trust you will find the attached to be in order; should you require any additional information or assistance with respect to this matter, please do not hesitate to contact me With Kind Regards, Yoms sincerely, ~cmnes Assistant Vice President via email: acreaser@hatchenergv.com CC. crogers@hatch.ca ..~ 'ntem~a~ Pro-Form Insurance Services 15AII:::~tdL_; F':::rkvI3y Suite 220 ~'i1art'tl3ill, Untar:c L3R ::::B:1 pr!one SICS-2.0tJ - ~ 054 TOil Free 1 -800-:36 ~ -9030 Fax (105.:305.1093 Insurance · Financial Services www.proforminsurance.ca CERTIFICATE OF INSURANCE TO: City of Ashland City Hall 20 E., Main St Ashland, OR 97520 THIS IS fO CERTIFY THAT insurance has been effected as shown below: INSURED: Hatch Acr'es Corporation, and other insureds who may be identified in the policy INSURER: Zurich Insurance Company POLICY NO.: 8434255 POLICY EXPIRY: June .30, 2008, 12:01 AM Local Standard 1 ime COVERAGE: Professional Liability Insurance LIMIT OF LIABILITY: US$500,OOO each claim and in the aggregate annually U,S$500,000 REFERENCE: FERC Part 12 Dam Analysis Pr'oject 2007-21 This certiticate is valid at the date of issuance The Insurer will provide the Certificate Holder with thirty (30) days written notice of cancellation ofthe policy, j 'lis certificate is issued for information only, and confers no rights on any holder and imposes no liability upon the inslller, which assumes no responsibility whatsoever in fumishing this certificate The Policy contains all the terms and conditions of coverage The policy is not limited to claims by or in connection with the above-noted certificate-holder The limit of Liability may be inclusive of damages and claims expenses; the aggregate limit is the maximum available for all covered claims PRO-FORM INSURANCE SERVICES Dated: March 5, 2008 By: ~ Autf{oriied; Representative MARSH CERTIFICA TE OF INSURANCE I 2007-HATCH-30 PRODUCER THIS CERTtF1CA TE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE MARSf-l CANADA LIMITED CERTIFICA TE HOLDER OTHER THAN THOSE PROVIDED BY THIS POLICY THIS CERTIFICATE DOES NOT AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN 70 UNIVERSITY AVENUE, SUITE 800 TORONTO ON M5J 2M4 COMPANIES AFFORDING COVERAGE INSURED COMPANY Zurich Insurance Company I A Hatch Acres Corporation COMPANY 6 Nickerson Street, Suite 101 B COMPANY Seattle, WA 98109 c COMP ANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE PERIOD OF INSURANCE INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POuclES LISTED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO TYPE INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MM/DD/YY) DATE (MM/DDNY) A GENERAL LIABILITY 8830638 1 % 1/2007 10/01/2008 GENERAL AGGREGATE $5,000,000 - x COMMERCIAL GENERAL LIABILITY PRODUCTS - COMP/OP AGG $500,000 - ~ CLAIMS MADE G OCCUR PERSONAL & ADV INJURY $500,000 e-- OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $500,000 e-- x NON-OWNED AUTOMOBILE FIRE DAMAGE (Anyone fife) $500,000 I--- WAIVER OF SUBROGATION MED EXP (Anyone person) $10,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ I--- ANY AUTO I--- ALL OWNED AUTOS BODILY INJURY $ I--- (per person) SCHEDULED AUTOS I--- HIRED AUTOS BODILY INJURY $ I--- (per accident) NON-OWNED AUTOS I-- PROPERTY DAMAGE $ I-- EXCESS LIABILITY UMBRELLA - EACH $ OCCURRENCE B C"'~ ,~, UMBRELLA - AGGREGA TE $ WAIVER OF SUBROGATION EXCESS - EACH OCCURRENCE $ EXCESS - AGGREGATE $ PROPERTY ALL ~ISKS I I I PROPERTY OF EVERY $ DESCRIPTION - THE PROPRIETORI INCL ANNUAL AGGREGATE FLOOD $ PARTNERSI EXECUTIVE AND EARTHQUAKE OFFICERS ARE: - EXCL DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS - EVIDENCE OF INSURANCE FERC Part 12 Dam Analysis Project 2007-21 It is hereby agreed and understood that the City of Ashland is added to the Commercial General Liability Policy as an Additional Insured, but onlv with respect to the operations of the Named Insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELlED BEFORE Tl-E EXPIRATION DATE City of Ashland THERE()F, THE INSURER(S) AFFORDING COVERAGE WILL ENDEAVOUR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO City Hall OBLIGATION OR LIABILITY Of ANY KIND UPON THE INSURER(S) AFFORDING COVERAGE, THEIR AGENTS OR 20 E, Main Street REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE Ashland, Oregon 97520 MAR,SH CANADA LIMITED USA />, ,;k__ d: _ __ -k_-'-,-':: _., ' Cl't: \ \' ~l'0 -, ',,--\.., l,,,--C _L \ ,\ ) ~ ~_ _._L MM1 (3/02) VALID AS OF: 3/6/08 ~.. ._~ ,r'TY tjr:CORDER '~...../;. a I. S Il_ Page 1 / 1 CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 DATE 3/11 /2008 PO NUMBER 08162 VENDOR: 013078 HATCH ENERGY 6 NICKERSON STREET SUITE 101 SEATTLE, WA 98109 SHIP TO: Ashland Public Works (541) 488-5587 51 WINBURN WAY ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: Speciallnst: Req. No.: Dept.: PUBLIC WORKS Contact: Jim Olson Confirming? No Quantity Unit DescriDtion UnitPrice Ext. Price EnQineerinQ safety evaluation of Hosler 100,660.00 Dam; analysis of divinQ, reservoir, base shear and surveys; final report submitted to FERC no later than May 1, 2008. RFP EnQineerinQ Services Contract Completion date: May 1, 2008 Insurance required/On file Project No. 200721.100 SUBTOTAL 100 660.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2028 TOTAL 100,660.00 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number Amount E 670.08.19.00. 70420( E 200721.100 50 330.00 E 690.11.18.00.70410( E 200721.100 50 330.00 ~ ..1- d~--~~ Au ized Sign ure VENDOR COpy "'" ''''''P'' "".......~... ."."" -"""~ r..:lJl._~ ~~.-.."m'''''_''=<''_~''"''Tj.,.,;,_>,~=,.. ~,"",-""'.~-'?l~'"""~~~\~~'~~~f'~~-'~~~~"lq:.",..~,,,,,,.~,",,~~~'l~~"~",,",''''~~';~~':' CITY OF ASHLAND REQUISITION No. PW - FY 2008 Department PUBLIC WORKS Vendor HATCHENERGY 6 NICKERSON STREET STE 101 SEATTLE WA 98109 -r t:?~ ;;:L-d'-O Account No. 670.08.19.00..1024e6- 50% 690.11.18.00.~ 50% '7 &:7?t'./ CJ- c:> Date February 14,2008 Requested Delivery Date ASAP Deliver To James Olson Via Pieter Smeenk PE (* Note: Please aIIow approximately two(2) weeks for delivery on items not general1y carie<! in stored, and approximately two (2) months on printing jobs.) Item No. Quantity Unit Description Use ofPurchasinl! Office Onlv Unit Price Total Price PO No. Engineering safety evaluation of Hosler Dam; $100,660.00 analysis of diving,reservoir, base shear and surveys; final report submitted to FERC no later than May 1, 2008. for Karl: BID tR.FP I EXEMPT: RFP Contract Start Date: Contract Completion Date: 5/112008 Insurance on fIle: IYES INO Proiect No: 200721.100 Job No. Unit No. I hereby certify that the above items are necessary for the operation of this department and are budgeted 1~~'-:- Issued By Date Received By r~' G:\pub-wrks\eng\dept-admin\ENGINEER\PROJECT\2007\07-21 Hatch Energy Requisition.xls ,.." ~ ~"'~.~~. __-'~'."O "'_'_~"'~-.'''''''''-''''''''''''Ai --"'"~-''''''''''''''''''''''''~~-~''''''''~~''''''''''''''':l''~""""",,"~~~-~,~''>';-~- .. I