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Res 1039 - Contr CH2M-HILL Prof COUNCIL BILL NO. 1278 RESOLUTION NO. 1039 A RESOLUTION AUTHORIZING THE CllY TO ENTER INTO A CONTRACT WITH CH2M HILL FOR PROFESSIONAL SERVICES. WHEREAS, the City of Woodburn has received a loan and grant to construct a force main and pump station that will be able to replace the Woodland Avenue pump station and accommodate some growth; and WHEREAS, the City has entered into an agreement with Hardware Wholesalers, Inc. to accommodate sewage from their facility; and WHEREAS, design work needs to be started for timely completion of the pumping facility; and WHEREAS, CH2M Hill consultants are on contract for performing facilities planning work and are willing to perform this design work using the same hourly rate; NOW THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: SECTION 1. The City shall enter into the attached agreement with CH2M Hill for the design and preparation of the contract document for the pump station and force main in the amount of $30,950.00. SECTION 2. The City Administrator is hereby authorized to sign the agreement. Approved as to form: City Attorney Approved: Date ~w~ . Fred W. Kyser, yor Passed by the Council February 25, 1991 Submitted to the Mayor February 26, 1991 Approved by the Mayor February 26. 1991 Filed in the Office of the Recorder ATTEST: /l!~-;;::"a-:i- Mary Tet4nant, Deputy Recorder City of Woodburn, Oregon February 26, 1991 Page 1 - COUNCIL BILL NO. 1278 RESOLUTION NO. 1039 -~ 'l'T- AGREEMENT FOR .PROFESSIONAL SERVICES SEWERAGE SYSTEM IMPROVEMENTS' This AGREEMENT is between GlZM HILL NORTIfWEST, INc.,(the "ENGINEER"), and The City of Woodburn, Oregon, (the "OWNER"), for a PROJECT generally described as: Preliminary and final design of a wastewater pump station and a raw sewage force main. The project includes design surveying for the force main. > ARTICLE 1. SCOPE OF SERVICES A. Scope of Consultant Services The Scope of Services for facilities planning Phase 1 is set forth in Attachment A. B. Scope of City Services To assist the consultant in carrying out its obligations hereunder, the City shall perform the services set out in Attachment B. ARTICLE 2. COMPENSATION Compensation by the OWNER to the ENGINEER will be as follows: A. Cost Reimbursable-Multiplier (Time and Expense): For services enumerated in ARTICLE 1, the ENGINEER's Salary Costs multiplied by a factor of 2.2, plus Direct Expenses, plus a service charge of 10 percent of Direct Expenses, plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. B. Budget The estimated budgetary costs are set forth in Attachment C for services described in ARTICLE 1 and in Attachment A. The ENGINEER will make reasonable efforts to complete the work within the budget and will keep OWNER informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. The ENGINEER is not obligated to incur costs beyond the indicated budgets. as may be adjusted, or is the OWNER obligated to pay the ENGINEER beyond these limits. I pdx754,o17.51 , T When any budget has been increased, the ENGINEER'sexcess costs expended prior to such iflcrease will be a(lowable to t.he same extent.as if such cost.S had been incurred after the approved increase. . C. Salary Costs - Salary Costs are the amount of wages or salaries paid ENG INEER's employees for work directly performed on the PROJECT plus a percentage applied to all such wages or salaries to cover all payroll-related taxes, payments, premiums, and benefits. D. Direct Expenses " Direct Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for ENGINEER's vehicles; meals and lodging; laboratory tests and analyses; computer services; word processing services; telephone, printing, binding, and reproduction charges; all costs associated with outside consultants, and other outside services and facilities; and other similar costs. Reimbursement for Direct Expenses will be on the basis of actual charges when furnished by commercial sources and on the basis of current rates when furnished by ENGINEER, plus a service charge of 10 percent of direct Direct Expenses. ARTICLE 3. TERMS OF PAYMENT Payment to the ENGINEER will be made as follows: A. Invoices and Time of Payment Monthly invoices will be issued by ENGINEER for all work performed under this AGREEMENT. Invoices are due and payable on receipt. Upon completion of services enumerated in ARTICLE 1, the final payment of any balance will be due upon receipt of the final invoice. B. Interest Interest at the rate of 1 Yz% per month, or that permitted by law if less, will be charged on all past-due amounts starting 30 days after date of invoice. Payments will first be credited to interest and then to principal. 2 pdx7541017.51 ~' " T ARTICLE 4. OBLIGATIONS OF THE ENGINEER A. Standanfof Care The standard of care applicable to ENGINEER's services will be the degree of skill and diligence normally employt<d by professional engineers W consultants performing the same or similar services. The ENGINEER will reperform any services not meeting this standard without additional compensation. B. Subsurface Investigations .~ In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, explorations, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECf cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. C. ENGINEER's Personnel at Construction Site The presence or duties of the ENGINEER's personnel at a construction site, whether as onsite representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the OWNER and/or the construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the Contract Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions and have no duty for inspecting, noting, observing, correcting, or operating on health or safety deficiencies of the construction contractor or other entity or any other persons at the site except ENGINEER's own personnel. D. Opinions of Cost, Financial Considerations, and Schedules In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECf, the ENGINEER 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 operation personnel; and other economic and operational factors that may 3 pdx7541017_51 ~. r--r materially affect the ultimate PROJECf cost or schedule. Therefore, the ENGINEER makes no warranty that the OWNER's actual PRQJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections,or estimates. .E. Construction Progress Payments ~ Recommendations by the ENGINEER to the OWNER for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling that the work has progressed to the point indicated. Such recommendatiens do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the contract documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to OWNER free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between OWNER and the construction contractor that affect the amount that should be paid. F. Record Drawings Record drawings, if required by scope, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECf was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. G. Access to ENGINEER's Accounting Records The ENGINEER will maintain accounting records, in accordance with generally accepted accounting principles and practices, to substantiate all invoiced amounts. These records will be available to OWNER during ENGINEER's normal business hours for a period of 1 year after ENGINEER's final invoice for examination to the extent required to verify the direct costs (excluding established or standard allowances and rates) incurred hereunder. The OWNER may only audit accounting records applicable to a cost-reimbursable type of compensation. 4 pdx754~17_51 -." "!-T H. ENGINEER's Insurance The ENGINEER will maintain throughout this AGREEMENT the following insurance: (a) Worker's compensation and employer's liability insurancCl"as required by the state or province where the work is performed. (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 use of motor vehicles, including onsite .and offsite 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 the ENGINEER or of any of its employees, agents, or subcontractors, with $1,000,000 per occurrence and in the aggregate. (d) Professional liability insurance of $1,000,000 per occurrence and in the aggregate. (e) OWNER will be named as an additional insured with respect to ENGINEER's liabilities hereunder in insurance coverages identified in items "b" and "c", and ENG INEER waives subrogation against OWNER as to said policies. ARTICLE 5. OBLIGATIONS OF THE OWNER A. OWNER-furnished Data The OWNER will provide to the ENGINEER all technical data in the OWNER's possession relating to the ENGINEER's services on the PROJECT. ENGINEER will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by the OWNER. B. Access to Facilities and Property The OWNER will make its facilities accessible to ENGINEER as required for ENGINEER's performance of its services and will provide labor and safety equipment as required by ENG INEER for such access. OWNER will perform at no cost to ENGINEER such tests of equipment, machinery, pipelines. and other components of the OWNER's facilities as may be required in connection with ENGINEER's service, unless otherwise agreed to. OWNER will be responsible for all acts of OWNER's personnel. 5 pdx754/017_51 .. , '\ T c. . Advertisements, Permits, and Access Unless othelWise agreed tojn the Scope of Services, the OWNER will obtain, arrange, and pay for all advertisements for bids; permits and licenses required' by local, state, province, or federal autl)orities; and land, easements,F-ights-of-way, and access necessary for the ENGINEER's services or PROJECf construction. D. Timely Review The OWNER will examine the ENG INEER's studies, reports, sketche~ drawings, specifications, proposals, and other documents; obtain advice of an attorney. insurance counselor, accountant, auditor, and other consultants as OWNER deems appropriate; and render in writing decisions required of OWNER in a timely manner. E. Prompt Notice The OWNER will give prompt written notice to ENGINEER whenever OWNER observes or becomes aware of any development that affects the scope or timing of ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances and Indemnification If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECf to permit testing and evaluation. If asbestos is suspected, the ENG lNEER will, if requested, assist the OWNER in contacting regulatory agencies and in identifying asbestos testing laboratories and demolition/removal contractors or consultants. If asbestos is confirmed, the OWNER will engage a specialty consultant or contractor to study the affected portions of the work and perform all remedial measures. If hazardous substances other than asbestos are suspected, the ENGINEER will conduct tests to determine the extent of the problem and will perform the necessary studies and recommend the necessary remedial measures at an additional fee and contract terms to be negotiated. G. Owner's Insurance (a) OWNER will maintain property insurance on all pre-existing physical facilities associated in any way with the PROJECf. (b) OWNER will provide for a waiver of subrogation as to all OWNER- carried property damage insurance, during construction and thereafter, 6 pdx7541OJ7.51 >, ~ in favor of ENGINEER, its officers, employees, agents, and subcontractors. (c) OWNER will provide (or have the construction contractor(s) provide) a Builders Risk All Risk insurance policy for the fuIIr.eplacementvalue of all PROJECf work, including the value of all onsi\l; OWNER- furnished equipment and/or materials, associated with the ENGINEER's services. Such policy will provide a waiver of subrogation as to the ENG INEER and the construction contractor(s) (or OWNER), and their respective officers, employees, agents, and subcontractors. OWNER will provide ENGINEER a copy of such policy. ~ H. Litigation Assistance The Scope of Services does not include costs of the ENG INEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the OWNER. Ail such services required or requested of the ENGINEER by the OWNER, except for suits or claims between the parties to this AGREEMENT, will be reimbursed as mutually agreed, and payment for such services shall be in accordance with ARTICLE 3, unless and until there is a finding by a court or arbitrator that ENGINEER's sole negligence caused OWNER's damage. I. Changes The OWNER may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. J. Services of Engineer Unless this AGREEMENT is modified or terminated, the OWNER will have all services specified in this AGREEMENT performed by the ENGINEER, employing ENGINEER's standard form and content of drawings, specifications, and Contract Documents, all subject to OWNER's review and approval. ARTICLE 6. GENERAL LEGAL PROVISIONS Amendments to Article 6, if any, are included in Attachment C. A. Authorization to Proceed Execution of this AGREEMENT by the OWNER will be authorization for CH2M HILL to proceed with the work, unless othelWise provided for in this AGREEMENT. 7 pdx754tOJ 7_51 ,. .1 T ,_.,~".....-~._---*---.._._-''''--' B. R,euseof ProjectD()Cuments AIl designs, drawings, spec.ifications, documents, and other work products of the ENGINEER are instruments of service for thisPROJECf, whether the PROJECf is completed or not. Reuse by the OWNER or by others acting through or on behalf of the OWNER of any such instruments of seh-ice without the written permission of the ENGINEER will be at the OWNER's sole risk. The OWNER agrees to indemnify and defend the ENGINEER from all claims, damages, losses, and expenses, including, but not limited to, direct, indirect, or consequential damages and attorney's fees, arising out of or related to such unauthorized reuse. > C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God. strikes, lockouts, accidents, or other events beyond the control of the ENGINEER. D. Limitation of Liability To the maximum extent permitted by law, ENG INEER 's liability for OWNER's damages will not exceed $1,000,000 or the amount of ENG INEER's applicable insurance, whichever is higher. E. Tennination This AGREEMENT may be terminated for convenience on 30 days' written notice, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance within 5 days of written notice and diligently complete the correction thereafter. On termination of convenience but not breach, the ENGINEER will be paid for all authorized work performed up to the termination date plus termination expenses, such as, but not limited to, reassignment of personnel, subcontract termination costs, and related closeout costs. F. Suspension, Delay, or Interruption of Work The OWNER may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the OWNER. In the event of force majeure or such suspension, delay, or interruption, an equitable adjustment in the PROJECf's schedule, commitment, and cost of ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. 8 pdx754tUI 7.5 I ,--..-. II' ,,-~-_..--_.__._.,.,-~-----,.~-,--~ G. Nj) Third-Party B~neficiaries This AGREEMENT gives .no rights or benefits to anyone other than the OWNER and ENGINEER and has no third-party beneficiaries. ~ H. Indemnification (a) ENGINEER agrees to indemnify and defend OWNER from any loss, cost, or expense claimed by third parties for property damage and bodily injury, including death, caused sole]y by the negligence or willful misconduct of ENGINEER, its employees, or agents in conne"ction with the PROJECT. (b) OWNER agrees to indemnify and defend ENGINEER from any loss, cost, or expense claimed by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of OWNER, its employees, or agents in connection with the PROJECT. (c) If the negligence or willful misconduct of both the ENGINEER and OWNER (or a person identified above for whom each is liab]e) is a cause of such damage or injury, the loss, cost, or expense shall be shared between ENGINEER and OWNER in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. I. Assignment Neither party will assign all or any part of this AGREEMENT without the prior written consent of the other party_ J. Interpretation Limitation on liability and indemnities in this AGREEMENT are business understandings between the parties and shall apply to all the different theories of recovery, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence. Parties means the OWNER and the ENGINEER, and their officers, employees, agents, affiliates, and subcontractors. The parties also agree that the OWNER will not seek damages in excess of the limitations indirectly through suits with other parties who may join the ENGINEER as a third-party defendant. 9 pdx754/017.51 K. Jurisdiction The law of the state of Oregon shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. L Severability and Survival If any ofthe provisions contained in this AG REEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGR~EMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. ARTICLES 4,5, and 6 shall survive termination of this AGREEMENT for any cause. ARTICLE 7. ATIACHMENTS, SCHEDULES, AND SIGNATURES This AGREEMENT, including its Attachments, constitutes the entire AGREEMENT, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following Attachments are hereby made a part of this AGREEMENT: Attachment A--Scope of Consultant Services Attachment B--Scope of City Services Attachment C--Budgetary IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in quadruplicate by their respective authorized officers or representatives as of the day and year first above written. By: Fred Kyser Attest: /ll~ ~(' Mary Te ant Deputy City Recorder Approved as to Form: City of Woodburn Legal Counsel By~r/).~~/~ N. Robert Shields 10 pdx7541017.51 ._-->,_.,---~._......---'-"-""-- .. Attachment A SCOPE OF CONSULTANT SERVICES The following services will be provided to the OWNER for design"'of a wastewater pumping station and associated force main. Key assumptions include using the site currently selected by the OWNER for the pump station location, use of a force main route from the pump station site to a terminus at the intersection of Cascade Drive and West Lincoln Street and a common bidding of both the pump station and force main. . PUMP STATION 1. Prepare a preliminary design report outlining the key parameters under which the final design will be done. 2. Review the preliminary design report with OWNER staff. 3. Prepare final design documents, including detailed construction drawings, tech- nical and legal specifications, and a proposal form for bidding purposes. 4. Prepare an engineers estimate for the bid opening. 5. Assist the OWNER during the bidding process, including answering bidders questions, attend the bid opening, and recommend a bidder to the OWNER following review of the bids. FORCE MAIN 1. Provide. design survey information on the force main route, topography, and obstructions. 2. Prepare detailed construction drawings, technical and legal specifications, and a proposal form for bidding purposes. 3. Prepare an engineers estimate for the bid opening. 4. Assist the OWNER during the bidding process, including answering bidders questions, attendance at the bid opening, and recommendation of a bidder to the OWNER following review of the bids. pdx754m1.51 A-I -~---"""'--_._""'--'--""-"-~"'-'"~'---'~" Attachment B . SCOPE OF CIlY SERVICES The following services will be provided by the OWNER in carrying out its obligations under the agreement by providing the following services. ~ 1. Give thorough consideration to all reports, technical memorandums, sketches, estimates, drawings, specifications, proposals, and other documents presented by the Consultant, and inform the Consultant of all decisions. > 2. Furnish any readily available information regarding previous studies, maps, plans, and specifications for existing facilities. 3. Obtain any regulatory permits or approvals that may be necessary for construc- tion of the projects. 4. Provide a detailed site survey and soils report on the pump station site. 5. Provide any services needed to obtain deeds or easements for facilities con- struction. pdx7541032.5! B-1 -.- '1 T AttachmentC 0.... Engineers .... Planners ~ Economists .... Scientists Portland Office February 6, 1991 RECEIVED FEB 0 8 1991 Cj 1-1'1 It' PDX40.72 Mr. Frank Tiwari Director of Public Works City of Woodburn 270 Montgomery street Woodburn, OR 97071 Subject: West Woodburn Industrial Park Sewerage System Dear Mr. Tiwari, FOllowing our recent discussions we have prepared estimates of the engineering services needed to design the new industrial area sewage pump station and force main. I understand that the City has already completed the site surveying and soils testing for the pump station site, the boring under I-5 and has the easement for the force main from the pump station to the terminus of West Hayes Street. Based on our current understanding of the project, the estimate for engineering services is: * * * Pump station - Force main surveying $17,000 10,000 3,950 This work will produce preliminary and final designs for the pump station and force main, route surveying for the force main, an engineering estimate of construction costs, technical specifications for the pump station and force main and any special specification required for bidding. Please call me you have questions regarding this estimate. Daria Wightman Tom Nelson Serving Oregon and Southwest Washington from two locations CH2M HILL Porf/and Office 2020 S.w. Fourth Avenue, 2nd Floor, Portland, OR 97201 Corvollis Office 2300 N. W Walnul Blvd Po. Box 428, Corvaltis, OR 97339 503_224.9190 503752.4271 '!-T ....,#~".....~._-.....-_.,--".,-_._---.,-,.~._.._,...