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Durham Road - Retaining Wall Replacement CITY OF TIGARD,OREGON AGREEMENT FOR SERVICES RELATED TO WETLAND SERVICES FOR THE CULVERT REDIRECTION AND RETAINING WALL REPLACEMENT PROPOSAL SW DURHAM ROAD&SW 108TH AVENUE PROJECT FILE NO. 0548 THIS AGREEMENT made and entered into this 8th of December,2004 by and between the City of Tigard,a municipal corporation of the State of Oregon, hereinafter called City, and Zion Natural Resources Consulting-PO Box 545-Monmouth,OR 97361,hereinafter called Consultant. RECITALS WHEREAS,Consultant has submitted a bid or proposal to City to provide specific services; and WHEREAS, Consultant is in the business of providing specific services and is aware of the purposes for which City requires the services; and WHEREAS, City and Consultant wish to enter into a contract under which City shall purchase the services described in Consultant's bid or proposal; THEREFORE,The parties agree as follows: 1. SERVICES TO BE PROVIDED Consultant agrees to provide services related to Wetland Services for the Culvert Redirection and Retaining Wall Replacement SW Durham Road & SW 108th Avenue as detailed in Exhibit A — Scope of Services and by this reference made a part hereof. 2. EFFECTIVE DATE AND DURATION Consultant shall initiate services upon receipt of City's notice to proceed, together with an executed copy of this Agreement. This Agreement shall become effective upon the date of execution and shall expire, unless otherwise terminated or extended, on June 30, 2005. All services shall be completed prior to the expiration of this Agreement. 3. COMPENSATION City agrees to pay Consultant an amount not exceeding nine thousand three hundred and 00/100 dollars ($9,300) for performance of those services described herein, which payment shall be based upon the following applicable terms: A. Payment will be made in installments based on Consultant's invoice, subject to the approval by the City, and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. B. Payment by City shall release City from any further obligation for payment to Consultant, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Consultant shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. D. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. General Services Agreement—Zion Natural Resource Consulting Durham Road&SW 100 Avenue—File No.0548 Page I of 6 E. Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. F. If Consultant fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Consultant or a subconsultant by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due the Consultant. The payment of the claim in this manner shall not relieve Consultant or their surety from obligation with respect to any unpaid claims. G. Consultant shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one work week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 241 to 209 from receiving overtime. H. Consultant shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical, hospital care or other needed care and attention incident to sickness or injury to the employees of Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. I. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 5. ASSIGNMENTMELEGATION Neither party shall assign or transfer any interest in or duty under this Agreement without the written consent of the other and any attempted assignment or transfer without the written consent of the other party shall be invalid. 6. SUBMITTING BILLS AND MAKING PAYMENTS All notices and bills shall be made in writing and may be given by personal delivery, mail or fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: Contract Manager for City Contract Manager for Consultant City of Tigard Company:Zion Natural Resource Consulting Attn:Vannie T.Nguyen,PE Attn:Ariana Henning 13125 SW Hall Blvd.,Tigard,Oregon 97223 Address:PO Box 545 Monmouth 97361 Phone:(503)639-4171 ext.2460 Phone:503-838-0103 Fax:503-624-0752 Fax:503-838-0103 Email Address:vannie@,ci.tigard.or.us Email Address:arianagMonconsulting.org 7. TERMINATION The parties agree that any decision by either party to terminate this Agreement before 30th of June,-=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 Consultant for services rendered prorated to the date of termination. 8. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Consultant as are directly pertinent to this Agreement for the purpose of making audit,examination,excerpts and transcripts. General Services Agreement—Zion Natural Resource Consulting Durham Road&SW 1080'Avenue—File No.0548 Page 2 of 6 9. FORCE MAJEURE Neither City nor Consultant shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, natural disaster, war, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subConsultant or supplies due to such cause; provided that the parties so disenabled shall within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause,diligently pursue performance of its obligation under the Agreement. 10. NON-DISCRIMINATION Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Consultant also shall comply with the Americans with Disabilities Act of 1990, ORS 659.425, and all regulations and administrative rules established pursuant to those laws. 11. INDEMNITY/HOLD HARMLESS Consultant shall defend, indemnify and hold harmless City, City's officers, employees, agents and representatives from and against all liability, claims, demands,judgments, penalties, and causes of action of any kind or character, or other costs or expenses incidental to the investigation and defense thereof, of whatever nature, resulting from or arising out of the activities of the Consultant or its subconsultants, agents, or employees under this contract, except, however,that the foregoing shall not apply to liability that arises out of City's negligence. 12. INSURANCE Consultant 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 Consultant's activities or work hereunder. The policy or policies of insurance maintained by the Consultant shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Consultant shall obtain, at Consultant'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 General Services Agreement—Zion Natural Resource Consulting Durham Road&SW 108'Avenue—File No.0548 Page 3 of 6 B. Business Automobile Liability Insurance If Consultant will be delivering any goods or services which require the use of a vehicle, Consultant shall provide City a certificate indicating that Consultant has business automobile liability coverage for all owned, hired,and non-owned vehicles. The 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 Consultant hires a carrier to make delivery, Consultant shall ensure that said carrier complies with this paragraph. C. Workers' Compensation Insurance The Consultant 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. Consultants 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 All coverage provided by the Consultant 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 Consultant 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 Consultant's liability hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount of any damage,injury,or loss caused by negligence or neglect connected with this contract. 20. ATTORNEY'S FEES In case suit or action is instituted to enforce the provisions of this contract,the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs, including witness fees(expert and non-expert),attorney's fees and court costs on appeal. 21. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Consultant shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers compensation insurance, health care payments, payments to employees and subConsultants and income tax withholding contained in ORS Chapter 279, the provisions of which are hereby made a part of this agreement. General Services Agreement—Zion Natural Resource Consulting Durham Road&SW 108'h Avenue—File No.0548 Page 4 of 6 22. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract,this instrument shall control and nothing herein shall be considered as an acceptance of the terms of proposal conflicting herewith. 23. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terns and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 24. COMPLETE AGREEMENT This Agreement, including the exhibits, is intended both as a final expression of the Agreement between the parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibit, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A shall control. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both 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. Consultant, by the signature of its authorized representative, hereby acknowledges that Consultant 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 Consultant has executed this Agreement on the date hereinabove first written. CONSULTANT Zion Natural Resources Consulting &I AY\�CV\Y\lylq A-0 O W n F Print Name&Title of Authorized Representative Sign Name Date CITY OF TIGARD 9 10 A -LA,4 /Z'5oy By: William A.MonahanIC)V Manager Date General Services Agreement—Zion Natural Resource Consulting Durham Road&SW 108'Avenue—File No.0548 Page 5 of 6 • 0 EXHIBIT A SCOPE OF SERVICES Per the attached proposal from Zion Natural Resources Consulting dated Tuesday, November 23, 2004, for Wetland Services for the Culvert Redirection and Retaining Wall Replacement Proposal for SW Durham Road& SW 108th Avenue Project. iAeng12004.2005 ty ciptdurham rad at 108th ave improvements%contract tion natural resources con-12-8-04 durham-108th.doc General Services Agreement—Zion Natural Resource Consulting Durham Road&SW 108'"Avenue—File No.0548 Page 6 of 6 A CORD DATE(MM/DD/YYYY) TM. CERTIFICAWOF LIABILITY INSURANME DEC 2304 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION BARKER UERLINGS INSURANCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P O BOX 1378 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR CORVALLIS OR 97339 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: The Hartfomd ZION NATURAL RESOURCES CONSULTING INSURER B: C/O ERIC HENNING 847 GRIFFIN DR INSURER C: MONMOUTH OR 97361 INSURER D: INSURER E: COVERAGES 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 ADUL TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSR DATE(MMIDDIYY) DATE(MMIDDIYY) GENERAL LIABILITY 52SBA RW5940 DEC 13 04 DEC 13 05 EACH OCCURRENCE Is 1,000,000 X COMMERCIAL GENERAL LIABILI DAMAGE TO RENTED $ 300,000 PREMISES Ea occurence CLAIMS MADEI-1 OCCUR MED.EXP(Any one person) Is 10,000 A PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 21000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG. $ 21000,000 POLICY PROJECT LOC AUTOMOBILE LIABILITY 52UEC TQ1115 DEC 13 04 DEC 13 05 COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY X SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR ❑CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION$ $ WCSTATU- OTHER WORKERS COMPENSATION AND TORY LIMITS EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ Ifye s,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ OTHER: DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE:WETLAND SERVICES FOR DURHAM RD&SW 108TH AVE PROJECT FILE#0548 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE CITY OF TIGARD/ENGINEERING DEPT. INSURER,ITS AGENTS OR REPRESENTATIVES. 13125 SW HALL BLVD TIGARD,OR 97223 AUTHORIZED REPRESENTATIVE ATTN: DIANE N.JELDERKS Attention: Michael G. ACORD 25(2001/08) Certificate# 41083 ©ACORD CORPORATION 1988