HomeMy WebLinkAbout2011-010 Contract - Diamond Parking
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CONTRACT FOR PARKING ENFORCEMENT & ADMINISTRATION
Contract made on the date specified below in Recital A between the City and Contractor as follows:
Recitals:
A. The following information applies to this contract:
CITY: CITY OF ASHLAND Contractor: Diamond Parking Services
City Hall Address: 116 Lithia Way, Suite #7 A
20 E. Main St. Ashland, OR 97520
Ashland, Oregon 97520
(541) 488-6002 Telephone: 541-552-1422 (Linda Fait/Ashland office)
FAX: (541) 488-5311 FAX: 541-552-1422 (Tel/Fax #)
Date of this agreement: 12/27/2010 B: Date RFP 1 sl Advertised: 11/04/2010
Beginning Date: February 1, 2011 Proposal opening date: 12/09/2010
Completion Date: January 31, 2014 2.2. Contracting officer: Todd Clifford, City Manager and Linda Fait, Area Manager
2.3. Project Name: Parking Enforcement & Administration Services
Proiect Description: Citv-wide parkino enforcement and administrative services
6.1 Contractor's representative: Todd Clifford, City Manager and Linda Fait, Area Manager
8.3. Maximum contract amount: Per proposal submitted in response to RFP 12/09/2010
Term: Contract is being awarded for a three year term with the option of two (2) one-year extensions for
a maximum term of five (5) vears.
B. On the date noted above, City issued a request for proposals (RFP) for services needed by City for the project
described above, Contractor submitted a proposal in response to the RFP on the date noted above.
C. After reviewing Contractor's proposal and proposals submitted by other offerors, City selected Contractor to
provide the services covered by the RFP.
City and Contractor agree as follows:
1. Relationship between Citv and Contractor: Contractor accepts the relationship of trust and confidence established
between Contractor and City by this'contract. Contractor 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
Contractor's caliber in the locality of the project. Contractor further covenants to cooperate with City, City's
representatives, contractors, and other interested parties in furthering the interests of City with respect to the
contracted services. Contractor acknowledges that City is relying on Contractor to provide professional 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
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serVices and products which Contractor 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 on the completion
date specified in Recital A above, or with thirty (30) days written notice to the other party.
4. Authoritv 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 Contractor's services.
5. Contractor's Services: Contractor shall provide services to City that are described in the RFP.
5.1. In connection with the services described in the RFP, Contractor shall:
5.1.1. Consult appropriate representatives of City to clarify and define City's requirements
relative to the services.
5.1.2. Cooperate with other Contractors retained by City in the exchange of information
needed for completion of the services and the project.
5.2. Contractor shall commence performance of services after receiving written authorization from the
contracting officer for work described in the RFP. Contractor shall perform the services as expeditiously as is
consistent with professional skill and care.
5.3. Contractor shall perform the services as an independent contractor in accordance with generally
accepted standards in Contractor's profession. Contractor shall be responsible for the professional quality, technical
accuracy and the coordination of all services performed by Contractor. Contractor shall, without additional
compensation, correct or revise any error or deficiencies in the services that are caused by Contractor'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 Contractor's services. In the event of any
breach of this contract by Contractor or negligent performance of any of the services, City's cause of action against
Contractor 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 Contractor beyond the maximum time limitation provided by
Oregon law.
5.4 In addition to the services described in the scope of work section of the RFP, the City shall make
advance payments for postage in the form of a $6,000 deposit which will be monitored and replenished as scheduled
or as needed to process a sufficient amount of mail.
5.5 This contract may be terminated by either party for any reason with thirty (30) days written notice.
6. Assiqnment of Contractor'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 Contractor's representative in all communications and
transactions with City.
6.2. Contractor will endeavor to honor reasonable specific requests of City with regard to assignment of
Contractor's employees to perform services if the requests are consistent with sound business and
professional practices.
7. Responsibilities of Citv:
7.1. City will cooperate fully with Contractor to achieve the objectives of this contract.
7.2. City will arrange for access to, and make all provisions for Contractor to enter upon, public and private
property as required for Contractor to perform the services.
7.3. The contracting officer will act as liaison between City, Contractor, public agencies, and others involved
in the project.
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8. Pavment:
8.1. City shall pay Contractor for services. No reimbursement will be made for expenses that are not
specifically agreed to by the contracting officer.
8.2. Contractor shall submit monthly invoices to City for Contracto~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.
Contractor shall promptly observe and comply with all present and future laws, orders, regulations, rules and
ordinances of federal, state, City and city govemments 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 Contractor 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. Contractor is a "subject employer" as defined in ORS 656.005 and shall comply with ORS 656.017. Prior
to commencing any work, Contractor shall certify to City that Contractor has workers' compensation coverage
required by ORS Chapter 656. If Contractor is a carrier insured employer, Contractor shall provide City with a
certificate of insurance. If Contractor is a self-insured employer, Contractor shall provide City with a certification from
the Oregon Department of Insurance and Finance as evidence of Contracto~s status.
9.4. If the amount of this contract is $18,703 or more, Contractor 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.
Contractor 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 Contractor 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 Contractor, its Contractors, agents and employees against all damages, claims, expenses and losses
arising out of any reuse of plans, specifications and other documents prepared by Contractor without prior written
authorization of Contractor. '
11. Records:
11.1. Contractor shall develop and maintain complete books of account and other records on the services,
which are adequate for evaluating Contractor's performance. Contractor 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 Contractor's other business.
11.2. Contractor's books and records shall be made available for inspection by City at reasonable times, to
verify Contracto~s compliance with this contract. City shall have the right to request an audit of Contractor's books
and records by a certified public accountant retained by City.
12. Indemnification: Contractor 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 Contractor (including but not limited to, the
negligent acts or omissions of Contractor's employees, agents, and others designated by Contractor to perform work
or services attendant to this contract). Contractor shall not be held responsible for any claims, actions, costs,
judgments, damages or other expenses, directly and proximately caused by the negligence of City.
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13. Insurance:
13,1. Contractor 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;
13.1.3. A comprehensive automobile liability policy including owned and non-owned
automobiles; and
13.1.4 A Workers' Compensation policy
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, ORS 30.260-30.270, with minimum coverage of $1 ,000,000 per occurrence
(combined single limit for bodily injury and property damage claims)
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. Contractor shall submit certificates of insurance acceptable to the City with the signed contract prior to
the commencement of any work under this agreement. Each certificate shall state that coverage afforded under the
policy cannot be cancelled or reduced in coverage cannot be made until at least 30 days prior written notice has been
given to City. A certificate which states merely that the issuing company "will endeavor to mail" written notice is
unacceptable. Each certificate of insurance shall provide proof of required insurance for the duration of the contract
period.' '
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 thatit 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 without Cause:
15.1. In addition to the right to terminate this contract under subsection 14.3, either party may terminate by
giving the other party written notice thirty (30) days prior to the termination date.
15.2. In addition to the right to terminate this contract under subsection 14,3, Contractor 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, Contractor shall be paid for all fees earned and
costs incurred prior to the termination date. Contractor 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
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'Recital A above.
16.2. Notices to Contractor shall be addressed to the Contracto~s representative at the address provided for
the Contractor in Recital A above.
17. Assiqnment:
City and Contractor 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. Contractor shall not assign or subcontract ContractMs 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 Contractor.
18. Modification:
No modification of this contract shall be valid unless in writing and signed by both parties.
19. Trade Secrets and Confidential Information:
Contractor shall clearly identify specific material within all documents that is considered a trade secret or is
otherwise confidential. City agrees, to the extent allowed by state and Federal law, not to disclose to the public any
identified trade secrets or confidential material. Contractor waives any and all civil claims arising from any violation of
the Uniform Trade Secrets Act (ORS 646.461) if any material is disclosed to the public if such material is not clearly
and specific~lIy identified by Contractor.
BY
CITY OF ASHLAND:
BY ~P~~E~T ~-
DATE -z.-N,/Z4I(
BY
DATE
TITLE
CONTENT REVIEW
DATE
Federal JD #
'Completed W-9 and copies of required insurance certificates must be submitted with the original signed contract.
G:llegallReederlFINANCElParking Enforcement Services RFP Contract (11-05).doc
RFP - Parking Enforcement & Administration, 11104/2010, Page 5 of 5
ACORDN CERTIFICATE OF LIABILITY INSURANCE OPID DG I DATEIMIIIDDIYYYY)
~, ~ DIAMOOl 07/07/10
="RODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
" ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
~ovsted-Worthington LLC HOLDER. THIS CERTIFICATE OOES NOT AMEND, EXTEND OR
I?O. Box 607 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Bothell WA 98041
Phone: 425-486-1291 Fax:425-486-6140 INSURERS AFFORDING COVERAGE NAlC#
NSURED INSURER A:. Chubb Custom
INSURER B: Federal Insurance Comoanv
Diamond Parking Inc INSURER c: &azployer', Inauranc. Wau..u
605 First Ave! Suite 600 INSURER 0: Soottadal. In.urane. ~ny
Seattle WA 98 04-2224
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BElOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERtoD INDICATED. NOTWITHSTANDINQ
ANY RECUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR: OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY Be ISSUED OR
MAY PERT,6JN. THE iNSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALl THE TERMS. exCLUSIDN$AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAIlE BEEN REDUCED BY PAlO CLAIMS. I ~ '5'~rE'fMMID~
_lR NSR TYPE OF INSURANCE POLICY NUMSER UMIT8
~ENERAL UABlUTY EACH OCCURRENCE $1. 000.000
A X COMMERCIAL GENERAl lIABILITY 79572244 07/15/10 07/15/11 I ~REa~%S lEe occurenot\ 0
l ClAIMS "-'DE ~ OCCUR MED EXP (Any one person) 0
PERSONAl & fIJ)V INJURY 01,000 000
, 02 000 000
GENERAl A.GGREGATE
~L~n;=APnSPER: PRODUCTS. COMPIOP AGG 01,000,000
POUCY JECT LOC
~OMOBI.E \.WJIUTY COMBINED SINGLE LIMIT $1,000,000
B """AUTO 73547935 07/15/10 07/15/11 lea accident)
-
~ ALL OWNED AUTOS BODILY INJURY
0'
SCHEDULED AUTOS (....""""")
-
~ HIREOAUTOS BODrl Y INJURY
0
~ NON-QWNED AUTOS (P.ecc:iden1)
PROPERTY DAMAGE $
(P.teccident)
~UAmUTV AUTO ONLY. EA A.CClDENT 0150 000
A """AUTO 79572244 07/15/10 07/15/11 OTHER THAN EAACC $1,000,000
AUTO ONlY; AGG 01 000 000
~~SSlUMBR.Ll.A UABlUTV EACH OCCURRENCE 02,000,000
D X OCCUR D ClAIMS MADE XLS0068100 07/15/10 07/15/11 AGGREGATE 02 000,000
0
=i ~EDUCTlBLE $
RETENTION 0 0
WORKERS COMPENSATION AND ITORYlISmS I IV..-
C EMPLOYERS' UABJ1.1TY WCC-Z91-452389-010 07/15/10 07/15/11 01.000,000
ANY l-'ROPRIETORIPAATH.ERlEXECUTIVE E,L. EACH ACCIDENT
OFFICERJMEMBER EXCLUDED1 E.L DISEASE - EA EMPLOYEE 01 000 000
~~~:.~~~~s below E.L. DISEASE. POLICY LIMIT 01 000 000
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~ESCRIPTJOH OF OPeRATIONS II.OCATlONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSeMENT I SPECIAl PROVISIONS ~. '"" \VI LS
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RE: Station IlEAOl - City of Ashland, Ashland, OR .. =.=_.'.0 :.: . ---- . .
Certificate holder is an additional insured i
JUL - 9 2010
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:ERTIFICATE HOLDER CANCELLATION
ASHLAOl SHOULD ANY OF THE ABOVE DESCRIBED POUClES BE CANCELLED BEFORE THE EXPlRATlON
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
Ci ty of Ashland NOnce TO THE CERTlFJCATE HOLDER NAMED TO THE LEFT, BUT FAIlURE TO DO SO SHALL
20 E Main Street 'MPOSE NO OBUGAnON OR UAmUTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Ashland OR 97520 R.~
AUTHORIZED 1!YE
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'CORD 25(2001/08)
ClACORD CORPORATION 1988