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Res 1574 - Agrmt Multi-Tech COUNCIL BILL NO. 2029 RESOLUTION NO. 1574 A RESOLUTION ENTERING INTO AN AGREEMENT WITH MULTIffECH ENGINEERING SERVICES INC. FOR PROFESSIONAL ENGINEERING CONSULTING SERVICES TO PROVIDE DESIGN IMPROVEMENT PLANS FOR BOONES FERRY ROAD AND COUNTRY CLUB ROAD STREET IMPROVEMENTS AND AUTHORIZING THE MAYOR AND THE CITY RECORDER TO SIGN SAID AGREEMENT. WHEREAS, the City Council considers the improvement ofBoones Ferry Road From Oregon State Highway 214 to Vanderbeck Road and Country Club Road from Boones Ferry Road to Astor Way to be necessary and beneficial; and WHEREAS, the City Council, by approving Resolution No 1530, directed the City Engineer to prepare the engineering report for the improvements ofBoones Ferry Road and Country Club Road WHEREAS, Consulting professional engineering services are needed now to complete the design of the street improvements; and WHEREAS, a proposed agreement for professional services has been prepared and agreed to by Multi/Tech Engineering Services Inc., NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into an agreement with Multi/T ech Engineering Services, Inc. for professional engineering services to provide design improvement plans for the Boones Ferry Road and Country Club Road, improvements, which is attached hereto as Attachment "A" and by this reference incorporated herein. Section 2. That the Mayor and the City Recorder, on behalf of the City are authorized to sign said agreement. Approved as to form: 'f) 'Y1- otv<:) ~I 'Z <f / 'Z 00 0 City Attorney Date Approved: ~~ Richard Jennings, ayor \ Passed by the Council February 28, 2000 Submitted to the Mayor February 29. 2000 Page 1 - COUNCIL BILL NO. 2029 RESOLUTION NO. 1574 T' ,~~__...,,.,...,_.__.._..~,.___"_..h"~'_">>"""~~~""O'~~''-_"-"'-.f-"'-'-"'''--'''--''''''''''~'~'''''--___''''''''''~'''-''.-"'.-......,.. Approved by the Mayor Filed in the Office of the Recorder /J1a ~ Mary ~ant City Recorder City of Woodburn, Oregon ATTEST: Page 2 - COUNCIL BILL NO. 2029 RESOLUTION NO. 1574 T' February 29. 2000 FphrlJi'lry ?q) ?nnn ATTACHMENT- Au.. Page...1._, of~ CITY OF WOODBURN PROFESSIONAL SERVICES AGREEMENT TillS AGREEMENT is made and entered into as of the date first indicated on the signature page, by and between the City of Woodburn. Woodburn, Oregon, (hereinafter referred to as the "City"), and Multi/Tech Engineering Services, Inc., hereinafter referred to as "Consultant." WHEREAS, City requires services, which Consultant is capable of providing, under terms and conditions hereinafter described~ and WHEREAS, Consultant represents that it is qualified on the basis of specialized experience and technical competence and prepared to provide such services as City does hereinafter require~ NOW, THEREFORE, in consideration of those mutual promises and the terms and conditions set forth hereafter, the parties agreed as follows: A. TERM The term of this Agreement shall be from the date of execution by both parties until tasks required hereunder are complete and accepted, unless earlier terminated in accordance herewith, B. CONSULTANT'S SERVICES B.l The scope of Consultant's services under this Agreement is set forth in Exhibit A. Consultant understands and agrees that time is of the essence in this Agreement and that Consultant shall proceed ahead promptly and will all reasonable speed to accomplish the course and scope of work set forth herein. All provisions and covenants contained in Exhibit A are hereby incorporated by reference and shall become a part of this Agreement as if fully set forth herein. B.2 All written documents, drawings, and plans submitted by Consultant and intended to be relied on for the project shall bear the signature, stamp or initials of Consultant or Consultant's authorized Project Manager. Any documents submitted by the Consultant which do not bear Consultant's signature, stamp or initials or those of the Consultant's authorized Project Manager shall not be relied upon by City. Interpretation of plans and answers to questions covering Plans given by Consultant or Consultant's Project Manager need not be put in writing unless the requested by the City and may be relied upon by City. B.3 All agreements on the Consultant's part are contingent upon, and the Consultant shall not be responsible for damages or be in default or be deemed to be in default by reason of delays in performance due to third party: strikes, lockouts, accidents; act of God; other delays unavoidable or beyond Consultant's reasonable control, or due to shortages or unavailability of labor at established area wage rates or delay Page 1 - Professional Services Agreement Y' .~,~__"_-t-.,____~___..~._...,,,~._._..,,.........._,_...,".....~.,..",,~,,'"...,"........_..,.. ,'~_'''''''_''.'~_''~_'''''' ATTACHMENT A Page~. of ~I caused by failure of the City or City's agents to furnish information or to approve or disapprove the Consultant's work promptly, or due to late or slow, or faulty performance by the City, other contractors, other consultants not under Consultant's control or governmental agencies, the performance of whose work is precedent to or concurrent with the performance of the Consultant's work. In the case of the happening of any such cause of delay, the time of completion shall be extended accordingly. B.4 The existence of this Agreement between City and Consultant shall not be construed as City's promise or assurance that Consultant will be retained for future services unrelated to this public works project. B.5 Consultant shall maintain confidentiality of any private information and any public information which is exempt from any disclosure under state or federal law to which the Consultant may have access by reason of this Agreement. Consultant warrants that its employees assigned to work on services provided in this Agreement shall maintain confidentiality. All agreements with respect to confidentiality shall survive the termination or expiration of this Agreement. C, CITY'S RESPONSIBILITIES C.l The scope of City's responsibilities, including those of its Project Manager, are set forth in Exhibit B, which is attached hereto and incorporated herein. C.2 City certifies that sufficient funds are available and authorized expenditure to finance costs of this Agreement. D. COMPENSATION D.1 Except as otherwise set forth in this subsection D, City agrees to pay Consultant a sum not to exceed $146,567 for performance of those services provided hereunder and outlined in Exhibit A, excluding printing, mileage and expenses. However, compensation may be less than such maximum amount and shall be actually determined on an hourly basis as shown on the Rate Schedule attached as Exhibit C which is attached hereto and incorporated herein. Compensation shall be only for actual hours worked on this project and related direct expenses. Consultant shall furnish with each bill for services on itemized statement showing the amounts of hours devoted to the project by Consultant as well as any agents or employees of Consultant and any direct expenses, The above not to exceed sum does include special services items 1-6 of Exhibit "A", but does not include special services 7 and 8 these are optional and costs are difficult to estimate. Payment for such items shall be negotiated or at the Consultant's standard hourly rate schedule, Exhibit "C" Page 2 - Professional Services Agreement Y' 4.._.'_""__.."'..........__"._,,~_..",.,....~~~_.____~...~_."-',.__~_..........,.,...........-..'---.-.. ATTA~~MENT 1 Page of J D.2 During the course of Consultant's performance, if City or its Project Manager specifically request Consultant to provide additional services which are beyond the scope of the services described on Exhibit A, Consultant shall provide such additional services and bill the City at the hourly rates outlined on the attached Standard Hourly Rate Schedule, provided the parties comply with the requirements of Section R No compensation for additional services shall be paid or owing unless both parties specifically agree to such additional compensation and sefV1ces. D.3 Unless expressly set forth on Exhibit A as a reimbursable expense item, Consultant shall only be entitled to the compensation amount specified in subsections D.l and D.2. Only those reimbursable expenses which are set forth on Exhibit A and itemized on Consultant's bills for services shall be the basis for which payment of those expenses by City shall be owing. D,4 Except for amounts withheld by City pursuant to this agreements, Consultant will be paid for services for such an itemized bill is received by City within 30 days. D.5 City shall be responsible for payment of required fees, payable to governmental agencies including, but not limited to plan checking, land use, zoning and all other similar fees resulting from this project, and not specifically covered by Exhibit A. D.6 Consultant's compensation rate includes but is not limited to salaries or wages plus fringe benefits and contributions including payroll, taxes, worker's compensation insurance, liability insurance, pension benefits, and similar contributions and benefits. D.7 In the event Consultant's responsibilities as described on Exhibit A have been separated into two or more phases, then consultant shall not be entitled to any compensation for work performed directly on a later category of responsibilities unless and until City specifically directs that Consultant proceed with such work. E, CITY'S PROJECT MANAGER City's Project Manager is Randy T. Scott. City shall give Consultant prompt written notice of any redesignation of its Project Manager, F. CONSULTANT'S PROJECT MANAGER Consultant's Project Manager is Mark D. Grenz. In the event that Consultant's designated Project Manager is changed, Consultant shall give City prompt written notification of such redesignation. In the event the City receives any communication from Consultant of whatsoever nature which is not executed by Consultant's designated Project Manager, City may request clarification by Consultant's Project Manager, which shall be promptly furnished. Page 3 - Professional Services Agreement Y' ._."'............_.._....,.t._'",.......'....." n.....<'., O<_.",...~.._....._ ..__0,_.. _,._.._"".__.._._'""""~__".,_...""',.,"''' _..'"......~".~_~_,,' ATTACH~ENT -A: Page of.3 J G, PROJECT INFORMATION City shall provide full information regarding its requirements for the Project. Consultant agrees to share all project information, to fully cooperate with all corporations, firms, contractors, public utilities, governmental entities, and persons involved in or associated with the Project. No information, news or press releases to the Project, whether made to representatives of newspaper, magazines or television and radio stations, shall be made without the authorization of City's Project Manager. H, DUTY TO INFORM If at any time during the performance of this Agreement, or any future phase of this Agreement for which Consultant has been retained, Consultant becomes aware of actual or potential problems, faults or defects in the project or any portion thereof, any nonconformance with federal, state or local law, rule or regulation, or has any objection to any decision or order made by City with respect to such laws, rules or regulations, Consultant shall give prompt written notice thereof to City's Project Manager. Any delay or failure on the part of City to provide a written response to Consultant shall neither constitute agreement with nor acquiescence to Consultant's statement or claim, nor constitute a waiver of any of City's rights, I CONSULTANT IS INDEPENDENT CONTRACTOR 1.1 Consultant shall be and herein declares that it is an independent contractor for all purposes and shall be entitled to no compensation other than compensation provided for under paragraph D of this Agreement. Consultant binds itself, its partners, officers, successors, assigns and legal representatives to the City. Consultant shall be completely independent and solely determine the manner and means of accomplishing the end result of the Agreement, and City does not have the right to control or interfere with the manner or method of accomplishing said results. City, however, has the right to specify and control the results of Consultant's responsibilities. 1.2 Subcontracting: City understands and agrees that only those special consulting services identified on Exhibit A may be performed by those persons identified on Exhibit A and not by Consultant. Consultant acknowledges such services are provided to City pursuant to a subcontract(s) between Consultant and those who provide such services. Consultant may not utilize any subcontractors or in any way assign its responsibility under the Agreement without first obtaining the express written consent of the City. 1.3 Consultant shall be responsible for and indemnify and defend City against any liability, cost or damage arising out of Consultant's use of such subcontractor( s) and subcontractor's negligent, acts, omissions, or errors. Subcontractors will be required to meet the same insurance requirements of Consultant under this Page 4 - Professional Services Agreement W'. '. '_ . ..._,~.,,",.._. _...,j.'I.'-"_'~~"'.'_.' _._......"...._..,,"-',_.._........._"'... ."" ..,...._'"..~"'..~."...........~_M'. .......,.. ", _..-....."~.-. ., ATTAC~ENT AI Page of .J Agreement. Unless otherwise specifically agreed to by City, Consultant shall require that subcontractors also comply with and be subject to the provisions of this Section I. 1.4 Consultant shall make prompt payment of any claim for labor, materials or services furnished to the Consultant by any person in connection with this Agreement as such claim becomes due, Consultant shall not permit any lien or claim to be filed or prosecuted against the City on account of any labor or material furnished to or on behalf of the Consultant. If the Consultant fails, neglects or refuses to make prompt payment of any such claim, the City may pay such claim to the person furnishing the labor, materials or services and charge the amount of the payment against funds due or to become due the Consultant under this Agreement. 1.5 No person shall be employed under the terms of this agreement as described herein in violation of all wage and hour laws, 1.6 Consultant shall make prompt payment as due to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention, incident to sickness or injury, to the employees of such Consultant of all sums which the Consultant agrees to pay for such services and all monies and sums which the Consultant collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying such service. I. 7 Should Consultant elect to utilize employees on any aspect of this Agreement, Consultant shall be fully responsible for payment of all withholding required by law, including but not limited to taxes, including payroll, income, social security (FICA) and Medicaid. Consultant shall also be fully responsible for payment of salaries, benefits, taxes, Industrial Accident Fund contributions and all other charges on account of any employees. Consultant shall pay to Department of Revenue all sums withheld from employees pursuant ORS 316.167. All costs incident to the hiring of assistants or employees shall be Consultant's responsibility. Consultant shall indemnify, defend and hold City harmless from claims for payment of all such expenses. Unless otherwise expressly set forth on Exhibit A as a reimbursable expense item, specific costs associated with items set forth in this paragraph shall be deemed as fully and conclusively included in the rate upon which consultants compensation is based. 1.8 No person shall be denied or subjected to discrimination in receipt of the benefits of any services or activities made possible by or resulting from this Agreement on the ground of sex, race, color creed, marital status, age, disability or national origin. Any violation of this provision shall be grounds for cancellation, termination or suspension of the Agreement in whole or in part by the City, Page 5 - Professional Services Agreement T' ,.~",,,,,,,,~""'~',,,,_'.d."...,.t,,_.e.~.___;,., ...,........db.,._.......-'.......~..~...__......-.___....,~".,...____.,.,',' ....".... ATTACHMENT~ Page ~ of 2L....- 19 Consultant shall comply with all applicable federal, state and local laws, rules and regulations. 110 Consultant shall pay all contributions required to be made by Consultant to the Industrial Accident Fund. (This provision is required by ORS 279.312(2)). 1.11 Consultant shall pay when due all sums, including sums withheld from consultant's employee's which Consultant has agreed to pay to health care providers for treatment rendered to Consultant's employees. (This provision is required by ORS 279.301(1)), 1.12 No person employed pursuant to this contract shall be employed for more than eight hours in anyone day, or 40 hours in anyone week, except in cases of necessity, emergency, or where public policy, as determined by owner, absolutely requires it. Employees shall be compensated at the rate oftime and a half for all overtime worked in excess of 40 hours in one week, except for individuals who are excluded from receiving overtime under ORS 653.010 to 653.260 of under 29 U.S,c. Sec. 201-209. (This provision is required by ORS 279,316.) (NOTE: Persons who meet the tests for executive, administrative or professional status under these laws are exempt from payment of overtime wages). 1.13 Consultant shall pay to the Oregon Department of Revenue all sums withheld from employees pursuant to ORS 316.167. (This provision is required by ORS 279.310(4)). 1.14 To the maximum extent economically feasible, consultant shall use recycled paper in performing the contract work. (This provision is required by ORS 279.555(e)). 1. INDEMNITY AND INSURANCE J,l Consultant acknowledges responsibility for liability arising out of the performance of this Agreement and the attachments thereto only and shall hold City harmless from and indemnify City of any and all liability, settlements, loss, costs and expenses in connection with any action, suit or claim resulting or allegedly resulting from Consultant's negligent act, omissions, errors or willful misconduct provided pursuant to this Agreement or from Consultant's failure to perform its responsibilities as set forth in this agreement. The review, approval or acceptance by City, its Project Manager or City of Wood bum employees of documents or other work prepared or submitted by Consultant shall not relieve Consultant of its responsibility to provide such materials in full conformity with City's requirements as set forth in this Agreement and to indemnify City from any and all costs and damages resulting from Consultant's failure to adhere to the standard of performance described in Section 1.2.3, The provisions of this section shall survive termination of this Agreement. City agrees to indemnify and hold Consultant Page 6 - Professional Services Agreement T' ATTACHMENT --L1- page.::L- of::Kl- harmless from liability, settlements, losses, costs and expenses in connection with any action, suit or claim resulting or allegedly resulting from City's negligent acts, omissions or from its willful misconduct as governed by ORS Chapter 30. 1.2 Insurance Requirements and Consultants Standard of Care. 1.2.1 Consultant shall provide City with evidence of the following insurance coverage's prior to the commencement of the work. A copy of each insurance policy, issued by a company currently licensed in the State of Oregon, and certified as a true copy by an authorized representative of the issuing company or at the discretion of the City, in lieu thereof, a certificate in a form satisfactory to City certifying to the issuance of such insurance shall be furnished to City. Unless specifically set forth on Exhibit A, expenses relating to the cost of insurance shall not be the basis for additional reimbursement to Consultant. 1.2.2 The City agrees that in accordance with generally accepted construction practices, the construction contractor will be required to assume sole and complete responsibility for job site conditions during the course of construction of the project, including safety of all persons and property. 1.2.3 In the performance of its professional services, the Consultant shall use that degree of care and skill ordinarily exercised under similar circumstances by reputable members of its profession practicing in the Portland Metropolitan Area. The Consultant will reperform any services not meeting this standard without additional compensation. Consultants reperformance of any services, even if done at City's request, shall not be considered as a limitation or waiver by City of any other remedies or claims it may have arising out of consultant's failure to perform in accordance with the applicable standard of care or this Agreement. 1.2.4 Consultant shall furnish the City a certificate evidencing the date, amount and type of insurance that has been procured pursuant to this Agreement. All policies shall be written on an "occurrence basis", except for Consultant's Professional Liability Insurance which may be written on a "claims made" basis, provided it shall endeavor to be maintained in full force for not less than four (4) years following Consultant's performance under this Agreement. All policies shall provide for not less than 30 days written notice to the City before they may be revised, non-renewed, or canceled. The Consultant shall endeavor to provide for not less than 30 day's written notice to the City before the policy coverage may be reduced. Excepting professional liability and worker's compensation coverage, all policies shall provide an endorsement naming the City, its officers, Page 7 - Professional Services Agreement Y' ATTACHMENT .-cl..- Page..tl- of d ) employees and agents as additional insured. In the event the policy lapses during performance, the City may: treat said lapse as a breach; terminate this Agreement and seek damages; withhold progress payments without impairing obligations of Consultant to proceed with work; pay an insurance carrier (either Consultant's or a substitute) the premium amount and withhold that amount from payments; and use any other remedy provided by this Agreement or by law, J.2.5 Insurance Requirements. The Consultant, its subcontractors, ifany, and all employers working under this Agreement are subject employers under the Oregon Worker's Compensation Law and shall comply with ORS 656.017 which requires them to provide worker's compensation coverage for all their subject workers. The Consultant will maintain throughout this Agreement the following insurance: J.2.5.1 Worker's Compensation and employers liability insurance as required by the State where the work is performed. J.2.5.2 Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from the use of motor vehicles, including on-site and off-site operations, and owned, non-owned, or hired vehicle, with $500,000 combined single limits. J.2.5,3 Commercial general liability insurance covering claims for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of the Consultant or of any of its employees, agents or subcontractors, with $1,000,000 per occurrence and in the aggregate. J.2.5.4 Professional liability insurance of $500,000 per occurrence and in the aggregate, including contractual liability coverage. If Consultant proposes using subcontractors, in addition to any other requirements of this Agreement, City may require subcontractors to provide Professional Liability Insurance, provided the amount and form of coverage complies with requirements of paragraphs J.2.1, J.2.2, J.2.3, J.2.4 and J.2.5.4. J.2.5.5 City will be named as an additional insured with respect to Consultant's liabilities hereunder in insurance coverage's identified in items J.2,5.2 and J.2.5.3. Page 8 - Professional Services Agreement "...."..y.'" .... ATTACHcrENT ~ Page . of I J.2.6 The coverage provided by these policies shall be primary and any other insurance carried by City is excess. Consultant shall be responsible for any deductible amounts payable under all policies of insurance. In the event a dispute arises between City and Consultant for which Consultant has obtained insurance, the maximum amount which may be withheld by the City for all such claims be no more than the amount of the applicable insurance deductible, K EARLY TERMINATION K 1 This Agreement may be terminated prior to the expiration of the agreed upon terms: K 1.1 By mutual written consent of the parties; K 1.2 By City for any reason within its sole discretion, effective upon delivery of written notice to Consultant by mail or in person; and K 1.3 By Consultant, effective upon seven days prior written notice in the event of substantial failure by the City to perform in accordance with the terms through no fault of the Consultant. K2 If City terminates the Agreement in whole or in part due to default or failure of Consultant to Perform services in accordance with this Agreement, City may procure, upon reasonable terms and in a reasonable manner, services similar to those so terminated. In addition to any other remedies the City may have, Consultant shall be liable for all costs and damages incurred by City in procuring such similar services, and the Contract shall be in full force to the extent not terminated, K3 If City terminates the Agreement for its own convenience, payment of Consultant shall be prorated to and include the day of termination and shall be in full satisfaction of all claims by Consultant against City under this Agreement. K4 Termination under any provision of this paragraph shall not affect any right, obligation or liability of Consultant or City which accrued prior to such termination. Consultant shall surrender to City items of work or portions thereof, referred to in Paragraph 0 for which Consultant has received payment, or City has made payment. City retains the right to elect whether or not to proceed with actual construction of the project. L. SUSPENSION OF WORK Page 9 - Professional Services Agreement ....'...'...y.........' \.,,",,_...._..,,., _.....k_.,.,'"""",,,,_,, ..... ATTACHMENT ..L.1- Page J,fL. of ....?- / City may suspend, delay or interrupt all or any part of the work for such time as the City deems appropriate for its own convenience by giving written notice thereof to Consultant. An adjustment in the time of performance or method of compensation shall be allowed as a result of such delay or suspension unless the reason is within the Consultants control. City shall not be responsible for work performed by any subcontractors after notice of suspension is given by City to Consultant. Should the City suspend, delay or interrupt the work and the suspension is not within the Consultant's control, then the City shall extend the time of completion by the length of the delay and the method of compensation shall be adjusted to reflect the Consultant's increase or decrease in its standard hourly rates. M. SUBCONSULTANTS AND ASSIGNMENTS M.I Unless expressly authorized in Exhibit A or Paragraph I of this Agreement, Consultant shall neither subcontract with others for any of the work prescribed herein, nor assign any of Consultant's rights acquired hereunder without obtaining prior written approval from City. Work may be performed by persons other than Consultant, provided Consultant advises City of the names of such subcontractors and the work which they intend to perform and the City specifically agrees thereto, Consultant acknowledges such services are provided to City pursuant to a subcontract(s) between Consultant and subcontractor(s). Except as otherwise provided by this Agreement, City incurs no liability to third persons for payment of any compensation provided herein to Consultant. Any attempted assignment of this contract without the written consent of City shall be void. Except as otherwise specifically agreed, all costs for services performed by others on behalf of Consultant shall not be subject to additional reimbursement by City. M.2 City shall have the right to let other agreements be coordinated with this Agreement. Consultant shall cooperate with other firms, engineers or Subconsultants on the project and the City so that all portions of the project may be completed in the least possible time within normal working hours. Consultant shall furnish other engineers and Subconsultants and affected public utilities, whose designs are fitted into Consultant's design, detail drawings giving full information so that conflicts can be avoided. N. ACCESS TO RECORDS City shall have access upon request to such books, documents, receipts, papers and records of Consultant as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcripts for a period offour (4) years unless within that time City specifically requests an extension. This clause shall survive the expiration, completion or termination of this Agreement. Page 10 - Professional Services Agreement ATTACHMENT A Page.JL. of nll O. WORK IS PROPERTY OF CITY 0.1 Originals or certified copies of the original work forms, including but not limited to documents, drawings, tracings, survey records, mylars, papers, diaries, inspection reports and photographs, performed or produced by Consultant under this Agreement shall be the exclusive property of City and shall be delivered to City prior to final payment. Any statutory or common law rights to such property held by Consultant as creator of such work shall be conveyed to City upon request without additional compensation. Upon City's approval and provided City is identified in connection therewith Consultant may include Consultant's work in its promotional materials. Drawings may bear disclaimer releasing the Consultant from any liability for changes made on the original drawings and for reuse of the drawings subsequent to the date they are turned over to the City. 0.2 Consultant shall not be held liable for any damages, loss, increased expenses or charges otherwise caused by or attributed to the reuse, by City or their designees, of all work performed by consultant pursuant to this contract without the express written permission of the Consultant. 0,3 City agrees it will indemnify and hold Consultant harmless for all losses or damages that may arise out of the reuse of specific engineering designs incorporated into extensions, enlargements or other projects, without the express written permission of the Consultant. P. LAW OF OREGON The Agreement shall be governed by the laws of the State of Oregon. The Agreement provisions required by ORS Chapter 279 to be included in public agreements are hereby incorporated by reference and shall become a part of this Agreement as if fully set forth herein. Q. ADHERENCE TO LAW Consultant shall adhere to all applicable federal and state laws, including but not limited to laws, rules, regulations and policies concerning employer and employee relationships, workers compensation, and minimum and prevailing wage requirements. Any certificates, licenses or permits which Consultant is required by law to obtain or maintain in order to perform work described on Exhibit A, shall be obtained and maintained throughout the term of this Agreement. R. MODIFICATION Any modification of the provisions of this Agreement shall not be enforceable unless reduced to writing and signing by both parties. A modification is a written document, contemporaneously executed by City and Consultant, which increase or decreases the cost to City over the agreed sum or charges or modifies the scope of service or time of performance. No modification shall be binding unless executed in writing by Consultant Page 11 - Professional Services Agreement ._~.. ATTACHMENT-d...- Page.1d-. of d-.I and City. In the event that Consultant receives any communication of whatsoever nature from City, which communication Consultant contends to give rise to any modification of this Agreement, Consultant shall, within thirty (30) days after receipt, make a written request for modification to City's Project Manager. Consultant's failure to submit such written request for modification in the manner outlined herein may be the basis for refusal by the City to treat said communication as a basis for modification. In connection with any modification to the contract affecting any change in price, Consultant shall submit a complete breakdown of labor, material, equipment and other costs. If Consultant incurs additional costs or devotes additional time on project tasks which were reasonably expected as part of the original agreement or any mutually approved modifications, then City shall be responsible for payment of only those costs for which it has agreed to pay. S, OTHER CONDITIONS S. I Except as otherwise provided in paragraphs S .1. I, S .1. 2 and S. 1.3 Consultant represents and agrees that the contract specifications and plans, if any, prepared by the Consultant will be adequate and sufficient to accomplish the purpose of the project; and further, that any review or approval by the owner of the plans and specifications shall not be deemed to diminish the adequacy of Consultant's work, S.I.l Subsurface Investigations. In soils, foundations, ground water, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total Project cost and/or execution, These conditions and cost/execution effect are the responsibility of the Consultant. S .1. 2 Opinions of Cost, Financial Considerations, and Schedules. In providing opinions of cost, financial analysis, economic feasibility projections, and schedules for the Project, Consultant has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate Project costs of schedule. Therefore, Consultant makes no warranty that Owner's actual Project costs, financial aspects, economic feasibility, or schedules will not vary from Engineer's opinions, analyses, projections, or estimates. S .1. 3 Record Drawings. Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not Page 12 - Professional Services Agreement -----w--""'''.-- .t- ..............-., .,.M. . _.. _...._,..d..._.. ..... ATTAC~~ENT A Page. of ,~ I always represent the exact location, type of various components, or exact manner in which the project was finally constructed. Consultant is responsible for any errors or omissions about which the Consultant knew or should have known in the information from those employees or firms employed by the Consultant under terms of the contract as stated therein that is incorporated into the record drawing. S,2 Notwithstanding any acceptance or payments, City shall not be precluded or stopped from recovering from Consultant, or its insurer or surety, such damages as may be sustained by reason of Consultant's failure to comply with the terms of this Agreement. A waiver by City and breach by Consultant shall not be deemed to be a waiver of any subsequent breach by Consultant. T. INTEGRATION This Agreement, including but not limited to Exhibits and Consultant's proposal submitted to City contains the entire integrated agreement between the parties and supersedes all prior written or oral discussions, representations or agreements. In case of conflict among these documents the provisions of this Agreement shall control. V. MISCELLANEOUS / GENERAL Consultant binds itself, its partners, officers, successors, assignees and legal representatives to the City under the terms and conditions of this Agreement as described herein. V. If any of the provisions contained in the Agreement are held illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired. Any provisions concerning the limitation of liability or indemnity shall survive the termination of Agreement for any cause. W, All notices required under this agreement shall be delivered by facsimile, personal delivery, or mail and shall be addressed to the following persons: Mark D. Grenz, Project Manager MultilTech Engineering Services, Inc. 1155 13th Street SE Salem, OR 97302 (503)364-1260 Mr. Frank Tiwari Public Works Director 270 Montgomery Street Woodburn, OR 97071 (503) 982-5244 Notice shall be effective upon delivery to the above address. Either party may notify the other that a new person has been designated by it to receive notices, or that the address or FAX number for the delivery of such notices has been changed, provided that, until such time as the other party received such notice in the manner provided for herein, any notice Page 13 - Professional Services Agreement -...-y--.......-.... .,_." ....... ..._... .. _... ... ..._........~_....-_.... R"II!I ATTACHMeNT~ Page 1:1:.- of I addressed to the previously-designated person and/or delivered to the previously- designated address or FAX shall be effective. X. In the event either party initiates a lawsuit of arbitration against the other, then the prevailing party shall in addition to any other recovery, be entitled to recover its reasonable attorney fees and all other costs of litigation or arbitration, The CONSULTANT and the CITY hereby agree to all provisions of this Agreement. IN WITNESS WHEREOF, the parties by their signatures below enter into this Agreement this day of CONSULTANT: CITY OF WOODBURN: Multi/Tech Engineering Services, Inc By Mr. Richard Jennings, Mayor By Attest: Title Mary Tennant, City Recorder Mailing Address: 1155 13 th Street SE Salem, OR 97302 Mailing Address: 270 Montgomery Street Woodburn, OR 97071 Approved as to form: N. Robert Shields, City Attorney Page 14 - Professional Services Agreement '.'r ..,.,. EXHffiIT A ATTA~~E" NT 8 Page . of ,~( SCOPE OF CONSULTANT'S SERVICES The work to be performed by the CONSULTANT outlined in the AGREEMENT shall generally include provision of engineering and surveying services related to the following road improvements: BOONES FERRY ROAD from the intersection with State Highway 214, Northerly to its intersection with Vanderbeck Road. COUNTRY CLUB ROAD from the intersection with Boones Ferry Road, Westerly to intersection with Astor Way, The CONSULTANT agrees to perform in accordance with all applicable federal, state and local laws, statutes, ordinances, rules and regulations of any kind, whatsoever, professional services in connection with the PROJECT as hereinafter stated and defined as Basic Services. BASIC SERVICES 1. LID Formation and Assessment. (Assist City when requested) 1. 1 Assist the City in preparation of reports and review of alternatives leading to formation of the LID, 1.2 Assist the City in preparation of the Preliminary Engineers Report, including preliminary cost estimates, etc. 1.3 Assist the City with exhibits necessary for presentation of the Preliminary Engineers Report to Council, informal meetings with property owners and public hearing on formation of the LID. 1,4 Assist the CITY in compiling the final costs for LID and City-participation positions of the project and preparation of the Final Engineers Report, 1,5 Attend workshops, Public hearings or meetings held in regards to the project at the request of the City. 2. Finalize Preliminary Design. 2.1 Furnish survey personnel and equipment required to obtain additional field information necessary to prepare plans and specifications for the PROJECT. Page 1 - Scope of Consultant's Services "-."Y-. ". ...... .t- ,. ,.,........-,', ATTACjHMENT A Page~, of. d I 2.2 Coordinate the design with utility companies and authorities whose facilities may be affected by the proposed construction and obtain from such companies and authorities the location of their existing and planned facilities. Assist the CITY in negotiations with the utility companies and authorities for the adjustment of their facilities. 2.3 Identify right-of-way acquisition requirements, 2,4 Prepare record offound existing property corners and file with County Surveyor's Office. 2.5 Prepare for the CITY'S approval, preliminary plans and specifications based on the field data collected, information from utility companies, and on typical design details and standards furnished by the CITY. 2.6 Coordinate with the Oregon Department of Transportation, traffic signal design, intersection improvements at Boones Ferry Road and Highway 214. 2.7 Coordinate with the Marion County Public Works Department for that portion of the project subject to their review and approval. 2,8 Prepare an estimate of total construction costs, estimates of materials quantities to be furnished and work to be done, based on the preliminary plans and specifications. 2.9 Prepare an estimate of total construction and engineering costs for undergrounding overhead utilities. 2.10 Furnish three (3) sets of preliminary plans and specifications to the CITY for review and approval prior to proceeding with final design. 2.11 Meet with representatives of local, state, county and federal agencies and the CITY in regard to design ofthe PROJECT. 3. Final Design Services. 3. 1 Prepare final plans and specifications for the PROJECT, in accordance with appropriate regulatory agencies and the CITY'S requirements, 3.2 Prepare an estimate of total construction costs, estimates of materials quantities to be furnished and work to be done, based on completed plans and specifications for the PROJECT. Such estimates are to be based upon the CONSULT ANT'S best judgement and experience and as are deemed to be appropriate at the time the PROJECT is scheduled to be bid, 3.3 Coordinate any utility line relocation which may be required.. Page 2 - Scope of Consultant's Services -.-y-.....' ....-.-.... t-'-'H"'~--~''''--'''''"''''~'' .lIIr 4. ATTACHMENT~ Page -1."2. of ~ ( 4.1 Furnish one set of reproducible prints and thirty five (35) copies offinal plans and specifications for bidding and for construction of the PROJECT. Bidding and Contract Award Services. 4.2 Interpret plans and specifications during the bidding period and prepare clarifications and addenda. 4.3 Assist in receiving and tabulating construction and materials proposals, analyze bid results, assist in recommending contract award, and preparing final contract documents, 5. Services During Construction. 5.1 Furnish survey personnel and equipment as required to establish baseline control for construction of PROJECT and provide all construction staking as necessary and defined in the contract documents, 5.2 Furnish personnel and equipment as required to perform on-site inspections a, Furnish the services of a Resident Inspector to provide inspection of the work of the CONTRACTOR during the period of construction. The Resident Inspector shall be experienced in the type of work to be done to the end that competent inspection of materials and labor will be provided. The CONTRACTOR will keep and the Inspector will check, all records, maps and plans necessary for the preparation of final record drawings, The Resident Inspector will verify monthly reports of construction progress and monthly estimates as the basis of payment to the CONTRACTOR as construction proceeds. b, Meet with representatives oflocal, state, county and federal agencies when necessary for consultation or conferences in regard to construction of the PROJECT. c, Interpret the contract plans and specifications to determine construction compliance with the intent of the design. d, Review and approve shop drawings, diagrams, illustrations, catalog data, schedules and samples, the results oftests and inspections, and other data which the CONTRACTOR is required to provide and recommend to the CITY, changes deemed advisable. e. Arrange for, conduct, or witness, field, laboratory, or shop test of construction materials, as prescribed in the contract documents. f Determine the suitability of on-site materials to be used in the construction. g. Reject work and materials that do not conform to the contract documents. Page 3 - Scope of Consultant's Services ".r- ATTACHMENT A Page.J.fJ.... of rl- I h, Assist the CITY in determining payments due the CONTRACTOR based on the extent of work completed, 1. Review claims for extra compensation and requests for extension oftime submitted by the CONTRACTOR and prepare recommendations to the CITY for final disposition. J. Submit written progress reports on design activities to include statements of work completed, findings and conclusions, delays encountered, schedule revisions, or work modifications, k. Upon substantial completion of construction, conduct an investigation of the PROJECT and assist the CITY in preparing punch lists of work to be done to achieve final completion. 1. Assist the CITY in negotiating final payment for construction, Document proceedings of negotiations, if any, and record basis for final payment. m. At the completion of the PROJECT, prepare a final PROJECT status report, including a PROJECT cost summary, and prepare mylar as-built plans for submittal to the CITY. SPECIAL SERVICES (As requested by City) Estimated Cost $7,500.00 1. Provide compaction testing services. 2. Prepare maps, descriptions and make appropriate contacts relating to right-of-way acquisitions. $6,200.00 3. Prepare Right-of-Entry documents (description by Tax: Lot) where n essary to operate on private property to construct driveway approaches, adjust or reconstruct fences and match grades, etc. Estimate 25 each @ $100.00 $2,500.00 4. Provide detailed pavement design. Pavement design shall be for a 50 ear life. $3,000.00 5. Provide traffic signal design at the intersection ofBoones Ferry Road and Oregon State Highway 214. $20,000.00 6. Provide miscellaneous consulting and other services, associated with he PROJECT, not hereinbefore listed under Basic Services $10,000.00 Page 4 - Scope of Consultant's Services -.-.. .y...... . ....... . t- ... .. , ATTASHcrENT --4--- Page. of <7" I 7. Complete property surveys to set corners for newly acquired R/W. Costs are to be .at standard hourly rates, 8. If the CITY elects to underground existing overhead utilities as a part of the PROJECT, provide such engineering services as are necessary to effect such undergrounding. Engineering costs are to be negotiated or at standard hourly rates. Page 5 - Scope of Consultant's Services ATTACHMENT ...Lt Page~ of ~ I EXHffiIT B CITY'S RESPONSffiILITIES 1. Provide necessary information to the CONSULT ANT as to the CITY'S requirements for the PROJECT. 2, Assist the CONSULTANT by placing at his disposal all reasonably available information and technical data pertinent to the PROJECT including previous reports and any other data relative to design and construction of the PROJECT. 3, Furnish to the CONSULTANT, prior to any performance by the CONSULTANT under the Agreement, a copy of any design and construction standards the CITY will require the CONSULTANT to follow in the preparation of the contract documents. 4. Advertise for proposals from bidders, open the sealed proposals at the appointed time and place and pay for all costs incident thereto, 5, Obtain approvals and permits from all governmental authorities having jurisdiction over the PROJECT. 6. Give prompt notice to the CONSULTANT whenever the CITY observes or otherwise becomes aware of any defect or delay in the PROJECT. 7. Conduct all procedures related to the LID formation process. 8, Hold such public hearings as is appropriate in processing the LID project. 9. Docket the liens related to the local assessment district and otherwise implement the provision of the CITY CODE related to procedures for Local Improvements and Special Assessments, EXHffiIT C 2000 HOURLY FEE SCHEDULE Responsible Charge Engineer Design Engineer Technical Surpport Staff Technical III Staff Technical II Staff Technical I Staff Survey Staff Three Man Crew Two Man Crew Registered Surveyor Office Staff Survey Expenses Clerical CAD Support Services Plotter Services Mileage Printing at Cost Materials at Cost Miscellaneous Expenses at Cost -T.------...t---..'....--"..--....-...'-. ATTACHMENT .A page..:P:L.. of do I $107.50/hr $75.00/hr $62.50/hr $55.00/hr $47.50/hr $105,OO/hr $80.00/hr $67.50/hr $57.50/hr $ 125,OO/one-time fee $37.50/hr $30.00/hr $11.50/pg $0. 42/mile,$0.3 5/mile