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HDR Engineering CITY OF TIGARD,OREGON PERSONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 16 of June, 2008, by and between the CITY OF TIGARD, a municipal corporation of the State of Oregon, hereinafter called City, and HDR Engineering, Inc., hereinafter called Contractor. RECITALS City has need for the services of a company with a particular training, ability, knowledge, and experience possessed by Contractor, and City has determined that Contractor is qualified and capable of performing the professional services as City does hereinafter require, under those terms and conditions set forth: Therefore,the parties agree as follows: SCOPE OF WORK Contractor shall initiate services on 16 of June, 2008 upon receipt of City's notice to proceed, together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A— Scope of Work and by this reference made a part hereof. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon 16 of June, 2008 and shall expire, unless otherwise terminated or extended, on 31 of December, 2008. All work under this Agreement shall be completed prior to the expiration of this Agreement. COMPENSATION City agrees to pay Contractor an amount not to exceed five thousand dollars ($5,000) for performance of those services described in this Agreement. Payment will be made based on Contractor's invoice, subject to the approval of Tom Coffee, Community Development Director, and not more frequently than monthly. Payment shall be payable within thirty(30) days from the date of receipt by the City. CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices, bills,payments, and other information: Contact Manager for City: Contact Manager for Contractor: City of Tigard Company: HDR Engineering, Inc. Attn: Duane Roberts Attn: Sue Laszlo, PE _13125 SW Hall Blvd., Tigard, Oregon 97223 Address: 1001 SW 5tb Avenue Phone: 503-639-4171 ext. 2444) Phone: 503-423-3700 Fax: 503-624-3681 Fax: 503-423-3737 Email Address: duane@tigard-or.gov Email Address: Sue.Laszlo@hdrinc.com Combined Single Limit per occurrence shall not be less than$1,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty (30) days in advance of cancellation. If Contractor hires a carrier to make delivery, Contractor shall require that said carrier complies with this paragraph. c. Workers' Compensation Insurance The Contractor and all employers providing work, labor or materials under this Contract that are either subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers or employers that are exempt under ORS 656.126. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than$500,000 each accident. d. Insurance Carrier Rating Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. e. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Contractor shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The procuring of such required insurance shall not be construed to limit contractor's liability hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. TERMINATION The parties agree that any decision by either party to terminate this Agreement before 31 of December , 2008 shall be accompanied by thirty (30) days written notice to the other party prior to the date termination would take effect. There shall be no penalty for early termination. If City terminates the contract pursuant to this paragraph, it shall pay Contractor for services rendered prorated to the date of termination. AGREEMENT MODIFICATIONS Modifications to this Agreement are valid only if made in writing and signed by all parties. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Contractor pursuant to this Agreement prior to termination or upon completion of the work. Any modification or reuse of these materials by City, without the City's prior authorization of Contractor, shall be at City's sole risk&without liability or legal exposure to Contractor. GOVERNING LAW Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on non- discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or disability. The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 to be included in a contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor acknowledges that for all purposes related to this Agreement, Contractor is and shall be deemed to be an independent contractor as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore, in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make(to Contractor or to a third party) as a result of said finding. Contractor acknowledges that for all purposes related to this Agreement, Contractor is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor represents that all its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of a contractor's work by City shall not operate as a waiver or release. Contractor and City agree to indemnify and defend the other, and the other's officers, agents and employees and hold them harmless from any and all liability, causes of action, claims, losses,damages,judgments or other costs or expenses including reasonable attorney's fees and witness costs and(at both trial and appeal level,whether or not a trial or appeal ever takes place) incurred by the party being indemnified to the extent caused by the indemnifying party's negligent acts (or negligent failure to act when action is appropriate)that may be asserted by any person or entity which in any way arise from or relate to this Agreement or the performance of obligations under this agreement, except liability arising out of the sole negligence of the parry being indemnified. The indemnification by Contractor of the City shall also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever,such illegality or invalidity shall not affect the validity of the remainder of this indemnification. INSURANCE Contractor shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or work hereunder. The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and coverages: a. Commercial General Liability Insurance Contractor shall obtain, at contractor's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate 1,000,000 Products-Completed Operations Aggregate 1,000,000 Personal &Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (any one fire) 50,000 Medical Expense (any one person) 5,000 b. Business Automobile Liability Insurance If Contractor will be delivering the goods, Contractor shall provide City a certificate indicating that Contractor has business automobile liability coverage for all owned, hired, and non-owned vehicles. The CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, Contractor must make payment promptly as due to persons supplying Contractor labor or materials for the execution of the work provided by this order. Contractor must pay all contributions or amounts due from Contractor to the Industrial Accident Fund incurred in the performance of this order. Contractor shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Contractor further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. COMPLETE AGREEMENT This Agreement and attached exhibit constitutes the entire Agreement between the parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Contractor, by the signature of its authorized representative, hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Contractor has executed this Agreement on the date hereinabove first written. CITY OF TIGARD CONTRACTOR By: Authorized Ci taff By: Autho ' d Agent of Contractor 7-/t-6* 71111.08. Date Date EXHIBIT"A" SCOPE OF WORK The Scope of Work to be provided by Consultant shall be as described in attachment `B" Contractor's Proposal. In addition: The on-going continuance of contract shall be based on evidence of satisfactory progress in achieving contract objectives. These objectives include: (1) Assisting the City to reach an agreement with Portland & Western Railroad, which holds an exclusive freight easement thereunto, for the long term use of the rail corridor elsewhere specified in this agreement. (2) Assisting the City to purchase or enter into a long term lease with ODOT Rail Division for the intended use of the property in question. (3) Assisting the City to obtain a required pedestrian trail use permit from ODOT Rail Division for the intended use of the property in question. Monthly reports shall be provided to document progress in reaching the above-described goals. EXHIBIT"B" CONTRACTOR'S PROPOSAL Negotiation Assistance with Portland & Western Railroad and Oregon Department of Transportation (ODOT) Rail Division Scope of Services for HDR Engineering,Inc. TASK 1: Negotiation Assistance The purpose of this work effort is to assist the City of Tigard in their efforts reach an agreement with both the Portland & Western Railroad as well as the ODOT's Rail Division concerning a parcel of property apparently owned by the State of Oregon that extends from SW Tiedeman Road to SW Main Street along the northern edge of SW Tigard Street. The City wishes to construct a bike path along this corridor and would like to purchase or enter into a long term lease with ODOT Rail. • Bill Burgel will provide up to 16.5 hours of time to assist the City of Tigard in its negotiations with the Portland& Western Railroad and with ODOT's Rail Division. Bill Burgel will assist the City in its negotiations by convening discussions with the two entities. • HDR will provide administrative services to manage the effort and prepare invoices. Assumptions: • Mr. Burgel will participate in services consisting of telephone calls, e-mails, telephone conferences and meetings as requested. • HDR will be providing services on a time and material basis not to exceed $5,000 unless authorized for additional budget • HDR involvement will be completed before December 31, 2008 Deliverables- • None Compensation Compensation for basic services shall be on a time and materials bases, at the rates detailed on the attached Scope and Fee Estimate HDR Engineering, Inc. March 2008 (Y) CA (N 0-) .03 00: co 00 00 ED 0). G) (3) ED 2 Vy blk CD )%:% r) L,)tq Lr) Lr) Ln © x w 6q (n \ M (10 cq mesa (C) ED z; E co: CO cc): 0 0 -0 00 04 -0 } } } cl)� 01) M CD 0 00 C\l U, / � � } U) 61) (11) U) 06 cm E eamm 0 w co rcr)- r- q L.O.Lo LO LO LL CL :®:G ED: a co M x w U) 06 (,,)Iease :\ \ CD ED N (N: C4 N: & } �/ CD CD . . . \ 0 i IwI 0 C/) --.,c E m(n a): C:: i c E W: u): (n LD 2: z:# 0: 0: (D - 0-::Z: LL '0 Ia-I I R ,1 1 1 'F f OR ONE • Solutions a July 11, 2008 City of Tigard Duane Roberts Long Range Planning Division 13125 SW Hall Boulevard Tigard, OR 97223 Mr. Roberts, Enclosed are two signed original contracts, for the Negotiation Assistance with the Portland & Western Railroad (Project). Please sign both documents and return one original to my attention. If you have any questions, please call Sue Laszlo or myself at the below telephone number. Thank you, ZmLSwaWeh g r, �oiectffController HDR Engineering, Inc. Cl) o w J m O M O LL G1 p LOO F- M00 O CD ►••� M N w W On O M O Z U Z N a W W W m H W _ w a W LLJ r^ a � a M O r Q z Lu Q w z 1� h Z � a `� = Z ZLLJ QS O m _Z f- V U.U. LU Li fn (7 in � � z oWv wZ LU CL Z — Zw � � a w — > Zvi W a. (7 tZ' to Q. U � Zw Z) � 003O x Wcn mS m � Jl L w Duane Roberts From: Schwartzenberger, Kim R. [Kim.Schwartzenberger@hdrinc.com] Sent: Tuesday, July 15, 2008 12:44 PM To: Laszlo, Susanna; Duane Roberts Subject: RE: Tigard Personal Services Agreement Attachments: Business License.pdf Duane, Attached is our City of Tigard business license. Our Federal ID number is 47-0680568. 1 have requested the certificate of insurance. It should be emailed directly to you within 24 hours. Please let me know if there is anything further you need. Kim From: Laszlo, Susanna Sent: Tuesday, July 15, 2008 11:58 AM To: Duane Roberts Cc: Schwartzenberger, Kim R. Subject: RE: Tigard Personal Services Agreement Duane, I have forwarded your request to our Project controller, Kim Schwartzenberger, who will assist me in getting these items you requested. Thanks, Sue Sue Laszlo, P.E. Vice President HDR ONE COMPANY I Many Solutions 1001 SW 5th Avenue Suite 1800 Portland, OR 97204 P: 503.423.3846 1 F: 503.423.3737 Email: Sue.Laszlo(c-)hdrinc.com From: Duane Roberts [ma i Ito:Dua ne@tigard-or.gov] Sent: Tuesday, July 15, 2008 11:40 AM To: Laszlo, Susanna Subject: Tigard Personal Services Agreement Sue, It has been pointed out to me that the City needs a few additional items before the negotiation services agreement can be processed on our end. Please submit the following additional documents. Apologize for not alerting you to these requirements earlier. 1. Certificate of Insurance This should reflect the coverage levels included in the Personal Services Agreement: general aggregate - $1,000,000; personal and advertising -$1,000,000; Fire- $5,000, Medical (any one person)- $5,000. Please ask your insurer to send the certificate to my attention. i MMIDD ACORD, CERTIFICATE OF LIABILITY INSURANCE 6/1/2009 DA�/16/2008 W) PRODUCER Loci ton Companies,LLC-I Kansas City THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 444 W.47th Street,Suite 900 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Kansas City MO 64112-1906 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. (816)960-9000 INSURERS AFFORDING COVERAGE NAIC# INSURED HDR ENGINEERING,INC. INSURER A: ZURICH AMERICAN INS CO.-O.P.KS 1006530 ATTN: LOUIS J.PACHMAN INSURER B: AMERICAN GUARANTEE&LIAB(ZURICH) 8404 INDIAN HILLS DRIVE INSURER C: NEW HAMPSHIRE INS.CO. OMAHA NE 68114-4049 INSURER D: INS.CO.STATE OF PENNSYLVANIA INSURER E: COVERAGES HDRIN01 SA NHSURER S), .THORLZ D IS CERTIFICATE OF REPRESENTATIVE OR PRODUCER AND TNCE DOES NOT CONSTITUTE A HE CERTIFCT ICATEEN HE THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY (MM DD/YY)PDATE (MM/DD/YY)POLICY N LIMITS LTR NSR TYPE OF INSURANCE GENERAL LIABILITY EACH OCCURRENCE 1,000.000 DAMAGE TO RENTE A X COMMERCIAL GENERAL LIABILITY GL03504583 6/1/2008 6/1/2009 PREMISES(E. .urence $ 1,000,000 CLAIMS MADE OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY X PRO X LOC JECT AUTOMOBILE UABIUTY COMBINED SINGLE LIMIT 13 X ANY AUTO BAP3504584. 6/1/2008 6/1/2009 (Ea accident) $ 2,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ XXXXXXX X HIREDAUTOS BODILY INJURY $ XXXXXXX X NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ XXXXXXX (Per accident) GARAGE UABILITY AUTO ONLY-EA ACCIDENT $ XXXXXXX ANY AUTO NOT APPLICABLE OTHER THAN EA ACC $ XXXXXXX AUTO ONLY: AGG $ XXXXXXX EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 1.000 000 B X OCCUR 7 CLAIMS MADE AUC3808400 6/1/2008 6/1/2009 AGGREGATE $ 1,000 000 X UMBRELLA (EXCLUDES PROF.LIAB) $ XXXXXXX DEDUCTIBLE 0 FORM $ XXXXXXX RETENTION $ $ XXXXXXX TH- C WORKERS COMPENSATION AND 3621195(AOS) 6/1/2008 7/1/2009 X ORYLIMITS DOER EMPLOYERS'UABIUTY D ANY PROPRIETOR/PARTNER/EXECUTIVE 3621196(CA) 6/1/2008 7/1/2009 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NO E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,desenbe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE NEGOTIATION ASSISTANCE WITH PORTLAND&WESTERN RAILROAD.THE CITY OF TIGARD,OREGON IS NAMED AS ADDITIONAL INSURED ON GENERAL AND AUTOMOBILE LIABILITY AS PER WRITTEN CONTRACT,ON A PRIMARY,NON-CONTRIBUTORY BASIS. WAIVER OF SUBROGATION APPLIES. CERTIFICATE HOLDER CANCELLATION 3723127 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF TIGARD DATE THEREOF,THE ISSUING INSURER WILL)(N)CX9MX0[MAIL 30 DAYS WRITTEN ATTN: DUANE ROBERTS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,fC.'D4-7M000fl X0(=9(A4w)4x 13125 SW HALL BLVD. G�4COS1EX0( [9(K1i4)�OdXAt-0i347[GIXF}6Di1�030i1GDi0t�P?Cd9l(IN;gT ¢E6CIXOF7�R9{7R TIGARD OR 97223 K�4itf�X�TSq}tV6, AUTHOR PRESENTATIVE ACORD 25(2001/08) Forquestlons regarding this certificate,eontaetthe number listed in thethe the ode INOV. ©ACORD CORPORATION 1988