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Res 1544 - Agrmt R&W Eng Lib Ht COUNCIL BILL NO. 1980 RESOLUTION NO. 1544 A RESOLUTION ENTERING INTO AN AGREEMENT WITH R & W ENGINEERING FOR PROFESSIONAL ENGINEERING SERVICES FOR REPLACEMENT OF THE HEATING, VENTILATION AND AIR CONDITIONING SYSTEM AT THE WOODBURN CITY LIBRARY AND AUTHORIZING THE MAYOR TO SIGN SUCH AGREEMENT. WHEREAS, The Woodburn City Library has had continuing problems with maintaining proper temperature and ventilation in all areas of the library as well as with the noise levels generated by the existing heating, ventilating and air conditioning (HV AC) system, and WHEREAS, The age and condition of the existing system have made it difficult to locate and obtain some replacement parts, and WHEREAS, Professional HV AC engineering services are required for an evaluation of the existing system, development of replacement alternatives for the existing system and development of plans and specifications for replacement of the existing system at the library, and WHEREAS, The city has determined that R & W Engineering is qualified to provide the professional engineering services required and an agreement has been developed to provide the required services; NOW THEREFORE THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into an agreement, which is affixed as Attachment 1/ A" and by this reference incorporated herein, with R & W Engineering for professional engineering services for replacement of the heating, ventilating and air conditioning system at the Woodburn City Library. Section 2. That the Mayor of the City of Woodburn be authorized to sign said agreement on behalf of the City. Page 1 - COUNCIL BILL NO. 1980 RESOLUTION NO. 1544 "--'T'" ~ Approved as to torm:cy') .~~ City Attorney 7- J -11 Date APPROVED: ~ Richard Jennings, Passed by the Council July 12, 1999 July 13, 1999 July 13, 1999 Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder July 13. 1999 ~-f" +- ATTEST: ~ Mar T ant, Recorder City of Woodburn, Oregon Page 1- COUNCIL BILL NO. 1980 RESOLUTION NO. 1544 T .----------,,~- ~... ATTACHMENT~ PIgt-L. of ~ PERSONAL SERVICES CONTRACT This Agreement is made and entered into by and between the City of Woodburn, Oregon, an Oregon municipal corporation, hereinafter referred to as "City," and R & W Engineering, an Oregon corporation, hereinafter referred to as "Consultant," regarding evaluation and making recommendations on the Woodburn Library heating, ventilation and air conditioning (HV AC) system for the City of Woodburn, Oregon. IT IS HEREBY AGREED by and between tbe parties to this Agreement: 1. 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. I 2. Consultant'. Services Consultant agrees to provide the services described in the Scope of Work dated July I, 1999, a copy of which is attached hereto as Exhibit" A," and is incorporated herein by this reference. 3. Payment Payment to Consultant for services set forth in Exhibit "A" shall be: 811 amount equal to Consultant's standard billing rates as set forth in Exhibit "B"multiplied by the ictual hours worked. Consultant agrees to perform the services as set forth in ExhibitJ.C A!' at a total project cost not to exceed $27,000. It is understood that Consultant will not exceed this amount without the City's prior written authorization. Materials and expenses incurred in the direct interest of the project will be paid at the actual cost plus 100.10. 4. Independent Contractor Consultant is engaged hereby as an independent contractor, and will be so deemed for purposes of the following: A Consultant will be solely responsible for payment of any Federal or State taxes required as a result of this Agreement. B. The Consultant is an independent contractor for purposes of the Oregon workers' compensation law (ORS Chapter 656) and is solely liable for any workers' compensation coverage under this Agreement. 5. Employees No person shall be employed for more than eight hours in anyone day, or 40 hours in any one week, except in cases of absolute necessity, emergency or where the public policy absolutely requires it, and in such cases except in cases of agreements for personal services Page 1 - Personal Services Contract --.....~--,....--'_....__._'_.,._....._.._' - ATTACHMENT A Page...:iil...- of ~ as defined in ORS 279.051, the laborer shall be paid at least time and a half pay for all overtime in excess of eight hours a day and for work performed on Saturday and on any legal holiday specified in ORS 279.334. Persons who perform work under a personal services agreement shall be paid at least time and a half of all overtime worked in excess of 40 hours in anyone week, except for individuals who are excluded under ORS 653.010 to 653.261 or under 29 D.S.C. ~~201 to 209 from receiving overtime. 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 the Department of Revenue all sums withheld from employees pursuant to 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 specifically set forth on Exhibit A, expenses relating to items set forth in this paragraph shall not be the basis of additional reimbursement of Consultant. 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 grounds of sex, race, a>lor, 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 City. 6. Indemnity and Insurance Consultant acknowledges responsibility for liability arising out of the performance of this Agreement and shall hold City, its officers, agents, and employees harmless from and indemnify and defend the same 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 acts, omissions, activities or services provided pursuant to this Agreement or from Consultant's failure to perform its responsibilities as set forth in this Agreement. Nothing in this section shall be construed to require Consultant to indemnify or defend City from its own negligent acts. Consultant, its subcontractors, if any, 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 workers' compensation coverage for all their subject workers. Consultant shall maintain throughout this Agreement the following insurance: A. Workers' compensation and employers liability insurance as required by the State where the work is performed. Page 2 - Personal Services Contract __'~"'."_'~'-k>!._."_.~+,...>,,,,,.._,....,."._...~__...............,.._____"..... ATTACHMENT A Page -2- of .::a::=- B. 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 vehicles, with $1,000,000 combined single limits. C. 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 Consultant or of any of its employees, agents or subcontractors, with $1,000,000 per occurrence and in the aggregate. D. Professional Liability Insurance of $250,000. Except in the case of Workers' compensation insurance, City shall be named as an additional insured with respect to Consultant's insurance coverages identified herein. 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. 7. Standard of Care In the performance of its professional services, Consultant shall use that degree of care and skill ordinarily exercised under similar circumstances by reputable members of its profession practicing in the State of Oregon. Consultant will reperform any services not meeting this standard without additional compensation. Consultant's 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. 8. Termination This Agreement may be terminated by the City by giving Consultant written notice of such termination no fewer that fifteen (15) days in advance of the effective date of said termination. Consultant shall be entitled to terminate this Agreement only in the case of a material breach by the City, and upon failure of the City to remedy said breach within fifteen (15) days of said notice. 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. 9. Work is Property of City All work in its original form which is performed or produced by Consultant under this Agreement shall be the exclusive property of City and shall be delivered to City prior to Page 3 - Personal Services Contract ,-"".. '"--y-."''''-'''-''-. "-",.",, ....-,-..-"-,,.-,,""'-,,- ATTAC~ENT ~ Page of final payment. Consultant reserves the right to use engineering document, photographs and drawings in its ongoing use on other projects absent any City-specific data. 10. 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. 11. 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 pennits 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. 12. ~odificadoD Any modification of the provisions of this Agreement shall not be enforceable unless reduced to writing and signed by both parties. A modification is a written document, contemporaneously executed by City and Consultant, which increases or decreases the cost to City over the agreed sum or changes or modifies the scope of service or time of performance. No modifiCation shall be binding unless executed in writing by Consultant and City. 13. Attorneys Fees In the event a suit or action is instituted to enforce any right guaranteed pursuant to this Agreement, the prevailing party shall be entitled to, in addition to the statutory costs and disbursements, a reasonable attorneys fee to be fixed by the trial and appellate courts respectively. 14. ~ediation City and Consultant agree that any dispute arising under or related to this Agreement shall be promptly submitted to a mediator agreed to by both parties as soon as such dispute arises and, in any event, prior to commencement of arbitration or litigation. Such mediation shall occur at a place mutually convenient to the parties and the mediation fee and expenses shall be shared equally by the parties who agree to exercise their best efforts in good faith to resolve all disputes in mediation. Page 4 - Personal Services Contract '" -~--- '--y--"- .-- '.--" ,-.-, -----.-..-.. -_.,~_._,,-'"..- ..... ATTACHj,4ENT .A Page~of~ 15. Integration This Agreement, including but not limited to Exhibits and Consultant's proposal submitted to City contains the entire and 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly appointed officers on the date first indicated below. CITY OF WOODBURN R & W ENGINEERING, INC. GROUP, INC. By: By: Richard Jennings, Mayor Date: Date: ATTEST: Mary Tennant, City Recorder City of Wood bum Page 5 - Personal Services Contract ..._-..............~'_.-.-,.~._~-_._.+>-"-..,.,~.__.,--_......_..".-..""*,.,.-.......~-"'---- ATTAC~MENfT A Page ~ 0 '7J EXHIBIT A Page --L of ",+- SCOPE OF WORK July 1, 1999 TASK 1: PROJECT MANAGEMENT This task includes project coordination, administration and management. An initial meeting will be held with City staff to discuss project development, establish goals and objectives and define liaison and coordination procedures. A review meeting will be held between the city and Consultant to review problems, schedule, progress and budgets as appropriate. Consultant will develop a work plan and schedule based on the contracted scope of work. This work plan will be used for schedule and budget control throughout the project. Monthly progress reports will be prepared and included with the monthly invoice. TASK 2: SYSTEM EVALUATION Task Descriptions 2.1 The existing HV AC system will be evaluated and an option or options for replacement of the system will be suggested. A thorough evaluation of the building ventilation needs and existing deficiencies will be vital to ensuring the replacement system provides acceptable performance. The existing utility room should be utilized if possible as part of a new system. 2.2 A written report outlining the evaluation of the system and potential alternatives for replacement will be prepared. The estimated costs of potential replacement options shall be provided as part of this report. 2.3 Consultant will attend a meeting with city staff to review the report and to discuss the report and the various options for replacement of the existing HVAC system. Page 1 of 2 ''''-'-T~'' " Product EXHIBIT A Pa~e -L of ,;:l. ATTACHMENT--#-- Page.2-- of Consultant will provide the city with six (6) copies of the report required in Task 2.2. The city will provide Consultant with written documentation of a selected option and authorization to proceed with the remaining scope of work tasks. TASK 3 Preparation of Plans and Specifications Task Descriptions 3.1 Prepare contract documents including technical specifications and construction bid drawings to allow competitive bidding of the work in accordance with State of Oregon public contracting requirements. 3.2 Provide bidding and construction administration assistance to include: . Answering questions during the bidding phase. . Issuing addenda and changes as may be required. . Leading a pre-bid walk through for interested contractors. · Meeting with the city to evaluate bids and make recommendation regarding award of bid. . Leading a construction kickoff meeting with the selected contractor to review construction schedule and review management of the project. . Review of product submittals prepared by the selected contractor. . Visiting the site three times during construction and issuing reports describing status of construction, opinion of schedule status and listing of any discrepancies. · Final walkthrough to develop a punch list . Review of installed systems to check that all punch list items have been resolved. Product Twenty-five (25) copies of plans and specifications for HV AC replacement project. OTHER SERVICES For other services not specified, but subsequently requested by the City I an amount shall be negotiated at the time each service is requested. Page 2 of 2 ---...-~."""''''''_-","",,,,---- -_...,._._._,-----.....,.~-_....---~~~... .UIN-25-99 08:59 AM R&W.ENGINEERING 5032921422 p- ATTACHMENT ~ Page 13-- of - EXHIBIT Page --L.. of 8 R~. "Engineering In regrated Solutions" 9400 SW Beaverton-Hillsdale HwySuite 250 Beaverton. Oregon 97005-3302 (503) 292-6000 E-mail: dbochsler@rweng.com Fax: (503) 292-1422 Cit)' of Woodburn Library HV AC Upgrades Engineering Fee Estimate Summary R & W Engineering, Inc. proposes to provide the services listed for a time and materials fee, not to exceed the follovving. Preliminary Design Services $3,000.00 Final Design Services $15,000.00 Construction Administration $4,000.00 Allowance for Architectural/Structural Fees $5,000.00 Billings will be based on actual hours and reimbursables expended at the rates listed in the rate schedule shown below. It is the nature of remodel projects that they are unpredictable. The above amounts are estimates based on the best information available to us at this time. We \vill notify the City as soon as possible, if we anticipate any changes required i these amounts. Work outside the scope of work will not be performed without your prior written approval HOURL Y BILLING RATES S ENI 0 R EN OT NE E R ........................................................................................................... .$87.00 ENGINEER / SENIOR TECHNICIAN................................ ....... ...... .................................. ..$72.00 TECHNI C I AN .........................................................................,............................................ .$57.00 D RA F T S P [: R S ON ... . . . . . . . . . . . . . . . . . . .. . . . . .. . . . . . . . .. . . .. . . . .. . . . . .. . .. . . . . .. . . . . . .. . . .. .. . . . .. .. . . .. . .. . . . . . . . .. . .. . .. . . . .. . . .. $ 5 2.00 CLERI C ^ L .... ............... ................................................................................... ..................... .$40.00 MIL EAGE................................................................................................... ........ PER MILE $ 0.31 OTIIER EXPENSES ...................................................................... BILLED AT COST, PLUS 10% .................................................................... .......... .................... Expiration Date December 31, 1999 ,._~~'"..' ...~--...--'-'.".......,,"'~',~'~-'-----~_.,._'-"-~'.....---'"'