HomeMy WebLinkAbout2009-221 Contract - Carollo Engineers
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CONTRACT FOR PERSONAL SERVICES
C I T Y OF CONSULTANT: CAROLLO ENGINEERING
ASHLAND CONTACT: ROBERT EIMSTAD
20 East Main Street
Ashland, Oregon 97520 ADDRESS: 4380 SW MACADAM, SUITE 350
Telephone: 541/488-6002 PORTLAND, OR 97239
Fax: 541/488-5311 TELEPHONE: 503-227-1885
DATE AGREEMENT PREPARED: 8/19/09 FAX: 503-227-1747
BEGINNING DATE: 8/19/09 COMPLETION DATE: 12/31/09
COMPENSATION: Not to exceed $5,000.00
SERVICES TO BE PROVIDED: Engineering services to hook up Talent Irrigation District water to the City
drinking water supply as an emergency measure during drought conditions. Services include research of
water aualitv, and are-treatment possibilities.
ADDITIONAL TERMS:
FINDINGS:
Pursuant to AMC 2.52.040E and AMC 2.52.060, after reasonable inquiry and evaluation, the undersigned Department
Head finds and determines that: (1) the services to be acquired are personal services; (2) the City does not have
adequate personnel nor resources to perform the services; (3) the statement of work represents the department's plan for
utilization of such personal services; (4) the undersigned consultant has specialized experience, education, training and
capability sufficient to perform the quality, quantity and type of work requested in the scope of work within the time and
financial constraints provided; (5) the consultant's proposal will best serve the needs of the City; and (6) the
compensation negotiated herein is fair and reasonable. .
NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as
follows:
1. Findings 1 Recitations. The findings and recitations set forth above are true and correct and are incorporated herein
by this reference.
2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described
above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance
of such service.
3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel
assigned to the work required under this contract are fully quaiified to perform the service to which they will be
assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of
Oregon, are so registered, licensed and bonded.
4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated
above and complete the service by the completion date indicated above.
5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified
above. Once work commences, invoices shall be prepared and submitted by the tenth of the month for work
completed in the prior month. Payments shall be made within 30 days of the date of the invoice. Should the contract
be prematurely terminated, payments will be made for work completed and accepted to date of termination.
6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of
City. Consultant shall have no liability for any claims, suits, actions, judgments, losses, costs, expenses or damages
resulting from City's reuse or misuse of Consultant's work products on other projects or in connection with making
additions to the Project if Consultant is not retained in connection therewith.
7. Statutory Requirements: When applicable ORS 279B.220, 279 8.225, 279B.230, 2798.235, ORS Chapter 244,
ORS 670.600, 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract as though these
provisions were set forth in full herein.
8. Living Wage Requirements: If the amount of this contract is $18,088 or more, Consultant is required to comply with
chaoter 3.12 of the Ashland Municioai Code bv oavino a Iivino waoe, as defined in this chapter, to all emplovees
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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 notice attached hereto as Exhibit B predominantly in areas where
it will be seen by all employees.
9. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless
from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from
injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of
whatsoever nature to the extent the harm caused arises out of or is incident to the performance of this contract by
Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to
perform work or services attendant to this contract). Consuitant shall not be held responsible for any losses,
expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately
caused by the negligence of City.
10. Termination:
a. Mutual Consent This contract may be terminated at any time by mutual consent of both parties.
b. Citv'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.
c. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of
written notice to Consultant, or at such later date as may be established by City under any of the following
conditions:
i. 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;
ii. 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
iii. If any license or certificate required by law or regulation to be held by Consultant to provide the
services required by this contract is for any reason denied, revoked, suspended, or not renewed.
d. For Default or Breach.
i. Either City or Consultant 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 the 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.
ii. Time is of the essence for Consultant's performance of each and every obligation and duty under
this contract City by written notice to Consultant of default or breach may at any time terminate
the whole or any part of this contract if Consultant fails to provide services called for by this
contract within the time specified herein or in any extension thereof.
iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in
addition to any other rights and remedies provided by law or under this contract
e. Obliqation/Liabilitv of Parties. Termination or modification of this contract pursuant to subsections a, b, or
c above shall be without prejudice to any obligations or liabilities of 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 a, b, cor d of this section, Consultant shall immediately cease all activities under
this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination,
Consultant 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 Consultant for work performed prior to
the termination date if such work was performed in accordance with the Contract
11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City.
Consultant shall have the complete responsibility for the performance of this contract Consultant shall provide
workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to
this contract Consultant is a subject employer that will comply with ORS 656.017.
12. Assignment and Subcontracts: Consultant shall not assign this contract or subco'ntract any portion of the work
without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be
void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all
persons employed by them, and the approval by City of any assignment or subcontract shall not create any
contractual relation between the assignee or subcontractor and City.
13. Default. The Consultant shall be in default of this aqreement if Consultant: commits any materiai breach or default
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of any covenant, warranty, certification, or obligation it owes under the Contract; its QRF status pursuant to the QRF
Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if
consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted
against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business
on a regular basis of the type identified in its'obligations under the Contract; or attempts to assign rights in, or
deiegate duties under, the Contract
14. Insurance. Consuitant shall at its own expense provide the following insurance:
a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to
provide Oregon workers' compensation coverage for all their subject workers
b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1.000.000, $2,000,000 or Not Applicable for each claim, incident or occurrence. This is to
cover damages caused by error, omission or negligent acts related to the professional services to be provided
under this contract
c. General Liabilitv insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1.000.000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property
Damage. It shall include contractual liability coverage for the indemnity provided under this contract
d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1.000.000, or Not Applicable for each accident for Bodily Injury and Property Damage,
including coverage for owned, hired or non-owned vehicles, as applicable.
e. Notice of cancellation or chanqe. There shall be no cancellation, material change, reduction of limits or
intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s) to
the City.
f. Additionai Insured/Certificates of Insurance. Consultant shall name The City of Ashland, Oregon, and its
elected officials, officers and employees as Additional Insureds on its general liability and automobile insurance
policies required herein with respect to Consultant's services to be provided under this Contract As evidence of
the insurance coverages required by this Contract, the Consultant shall furnish acceptable insurance certificates
prior to commencing work under this contract The certificate will specify all of the parties who are Additional
Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of
insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially
responsible for all pertinent deductibles, self-insured retentions andlor self-insurance.
15. Goyerning 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 (collectiveiy, "the claim") between the City (and/or any other or department of the State of Oregon) and
the Consultant that arises from or relates to this contract shall be brought and conducted soleiy 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. Consultant, by the signature herein of its authorized
representative, hereby 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 ciaim or from the jurisdiction.
16. 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.
CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT
HEISHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
17. Nonappropriations Clause. Funds Availabie 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 attributabie 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 Consultant, with no further
liabilitv to Consultant
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n the certification attached hereto as Exhibit A and herein incor orated b reference.
CITY OF ASHLAND:
~~~ ..if-if
FINANCE DIR OR
BY
TITLE
DATE
FederallD#
~b- D'gqQ'2-7- '2-
'Completed W9 form must be submitted with contract
BY
DATE
~.,/~ eJ 'J'
CONTRACT AWARD AND FINDINGS DETERMINED BY:
By:
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..'f ..:.:~ J
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City Department Head
Approved as to
form by Legal:
Date:
/ 7t? ClEf (Q,110 6 c:?
(For City purposes only)
PURCHASE ORDER #
ct24 P -;? 7
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ACCOUNT #
EXHIBIT A
CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury,
certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID
(or is waiting for the number to be issued to it and (b) Contractor 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. Contractor 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 Contractor enforceable in accordance with its terms, (c) the work
under the Contract shall be performed in accordance with the highest professional
standards, and (d) Contractor is qualified, professionally competent and duly licensed to
perform the work. Contractor 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 Contractor as defined in the contract documents, and has checked four or
more of the following criteria:
/
/
1
/
/
/
(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.
(3) Telephone listing is used for the business separate from the personal
residence listing.
(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
I or servi es to be provided.
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CITY r'r~ ...,....\i""'DER
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Page 1/1
C I.T Y 0 F
ASHLAND
20 E MAIN ST .
ASHLAND, OR 97520
(541) 488-5300
'~?;:..;:~7![)ATE~";1:J;:~1
i"L:::lp.biNlJMBER\.'~~.'1
10/7/2009
09257
VENDOR: 000162
CAROLLO ENGINEERS, PC
3033 N. 44TH STREET STE. 101
PHOENIX, AZ 85018
SHIP TO: Ashland Public Works
(541) 488-5587
51 WINBURN WAY
ASHLAND, OR 97520
FOB Point:
Terms: Net 30 days
Req. Del. Date:
Speciallnst:
Req. No.:
Dept:
Contact: Michael Faught
Confirming? No
Engineering services to hook up TID
water to City drinking water as an
emergency measure during drought
conditions. Services include research
of water quality and pre-treatment
possibilities. Not to exceed $5,000.
Contract for Personal Services,
Beginning date: 08/19/2009, Completion
date: 12/31/2009
;~::unft:Fmce'~':': ~ ('< ,c;E'XtJFH-i~lEi;-:"~::J
iPfQu~i1W".:~f.1 ~~3lH'lf~j lli'~:'~.~'=",~L:F}\~~-:rYl}~~~!~~1F{:;~~JD'eiscri;~i'ioh..~:1:::'~I'.-
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5,000.00
llLL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
5000.00
0.00
0.00
5,000.00
~J.;AtcoootrN_wnoe~Sf%:!! ~1:-:ryFfr<)*iect'r,fumbe~1(~ ~&~1{JlAmoun-eY~:~7 ;:~~)ACc-ountjNumtrer.~~~ [f~1~&'moje'ctft.fuHftJer;'1~-:'~~B C:~\~:'3g:WmmJ'nt1]Zd~
E 670.08. 1 9.00.6041 0 E 200922.1 00 5 000.00
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Author~gnature
VENOOR COPY
FORM #10
CITY OF
ASHLAND
CONTRACT APPROVAL REQUEST FORM
Total Amount
contractorlconcy~,~~ ~ 6z if C~~LP CL; c^-y :f1$~j:E;~~~~J~S1
~r attached contract /~ t!J q P-<?7 1~:'l:~:~E~~~;\f~,:.',:~~1
PUBLIC CONTRACTING REQuiREMENTS - Solicitation Process
D Exemot from Comoetitive BiddinQ D Invitation to Bid (Copies on file) D EmerQencv
Reason for exemption: ' D Written findings attached
./ D Quote or Proposal attached
lB'"" Small Procurement & Personal Services D Reauest for ProDosal (Copies on file) Coooerative Procurement
Less than $5,000 Please check one: D State of Oregon
Note: Total contract amount, including any D Goods & Services Contract #
amendments may not exceed $6,000 D Personal Services D Sfate of Washington
Intermediate Procurement D Sole Source Contract #
GOODS & SERVICES D Written findings attached D Other government agency contract
$5,000 to $75,000 D Quote or Proposal attached Agency
D .T3\ Written Quotes Contract #
PERSONAL SERVICES D Soecial Procurement D Interagency Contract
$5.000 to $50,000 D Written findings attached Agency
D (3) Written Proposals D Quote or Proposal attached Contract #
Have all public contracting requirements been satisfied?
YES
~
NO
If "NO", City Council approval is required. City Council approval was received on
(Date)
Have funds been budgeted forthe purpose ofthis contract?
YES
~
NO
If "NO", City Council approval is required. City Council approval was received on
Please provide: AccountNumbe~?"::"- ~~-C~ ,c~q_ tf~ ~CO eY
[~
(Date)
Is the amount of the contract less than $25,000?
YES
NO
If "NO", Legal review is required. Contract was "Approved as to form" by the Legal Department on
(Date)
Is the amount of the contract less than $75,000 for Goods & Services
or $50,000 for Personal Services?
YES
,/
NO
if "NO", City Council approval is required. City Council approval was received on
(Date)
Is the contract for a period of 24.months or less? .
YES
v--
NO
If "NO", City Council approval is required. City Council approvai was received on (Date)
Please provide terms: Start date: .t:? f} I / q I P.') Completion date: r .:::<"/''3 //0' :?
Can the contract be terminated for convenience thirty (30) or fewer days
. following delivery of written notice to the contractor? YES
~
NO
Prepared by:
(Date)
Not Approved
Department:
..-- e.
Lee Tuneberg
0/0 - (/7 -OJ q
Date: L':. -/
Form #10 - Contract Approval Request Form, Page 1 of 1, 10/7/2009
Date:
CITY OF
ASHLAND
REQUISITION
Department PUBLIC WORKS
Vendor Carollo Engineering
Account No.
670.08.19.00.604100
1000/0 (+ Note: Please allow approximately two(2) weeks for delivery on items not
generally caried in stored. and approximately two (2) months on printing jobs.)
No. PW - FY 2010
Date September 2 I, 2009
Requested Delivery Date
Deliver To Betsy Harshman
Via
Item No. Quantity Unit Description Use of Purchasing Office Only
Unit Price Total Price PO No.
1 Engineering services to hook up TID water to City
drinking water as an emergency measure during
drought conditions. Services include research of
water quality and pre-treatment possibilities.
Not to exceed $5,000.00 $ 5,000.00
for Kari:
BID IRFP 1 EXEMPT:
Contract Start Date:
Contract Completion Date:
Insurance on file: IYES IN.O
Proiect No: 2009-22
Job No.
Unit No.
)
I hereby certify that the above items are necessary for the operation
of this department and are budgeted
'0'~' ,0 'Q ~c...
-
Department Head or Authorized Person
Issued By
Daie
Received By
r~'
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