Zion Natural Resources Consulting ~ C120023 Contract Number
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CITY OF TIGARD,OREGON
, PERSONAL SERVICES CONTRACT
WETLAND DELINEATION-
ZION NATURAL RESOURCES CONSULTING
THIS AGREEMENT made and entered into this 9 day of September, 2011 by and between the City of Tigard,
a municipal corporation of the State of Oregon, hereinafter called City, and Zion Natural Resources
Consulting,hereinafter called Contractor.
RECITALS
WHREAS,the City's 2011-2012 Fiscal Year budget provides for services related to wetland delineation;and
WHEREAS City has need for the services of a company with a particular training, ability, knowledge, and
experience possessed by Contractor,and
WHEREAS 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:
1. SERVICES TO BE PROVIDED
Contractor shall initiate services immediately 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 and
by this reference made a part hereof. Any and all work assigned by the City will be contained in
subsequent scope of work as needed
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise
terminated or extended, on September 9, 2011. All work under this Agreement shall be completed
prior to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A for
performance of those services described herein and in any subsequent agreements that arise from the
work under this Agreement. The total amount paid to the Contractor by the City shall not exceed Four
Thousand Dollars and 00/100 Dollars ($4,000)if all task are completed. Any and all payments made
to the Contractor shall be based upon the following applicable terms:
A. Payment by City to Contractor for performance of services under this Agreement includes all
expenses incurred by Contractor, with the exception of expenses, if any identified in this
Agreement as separately reimbursable.
B. Payment will be made in installments based on Contractor's invoice, subject to the approval
of the City Manager, or designee, and not more frequently than monthly. Payment shall be
made only for work actually completed as of the date of invoice.
6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR
Contractor certifies that:
A. 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 670.700 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.
B. The undersigned Contractor hereby represents that no employee of the City, or any partnership
or corporation in which a City employee has an interest,has or will receive any remuneration of
any description from Contractor, either directly or indirectly, in connection with the letting or
performance of this Agreement, except as specifically declared in writing.
If this payment is to be charged against Federal funds, Contractor certifies that he/she is not
currently employed by the Federal Government and the amount charged does not exceed his or
her normal charge for the type of service provided.
Contractor and its employees,if any, are not active members of the Oregon Public Employees
Retirement System and are not employed for a total of 600 hours or more in the calendar year
by any public employer participating in the Retirement System.
C. Contractor certifies that it currently has a City business license or will obtain one prior to
delivering services under this Agreement.
D. Contractor is not an officer, employee, or agent of the City as those terms are used in ORS
30.265.
7. INDEMNIFICATION
City has relied upon the professional ability and training of Contractor as a material inducement to enter
into this Agreement. Contractor warrants 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 agrees to indemnify and defend the City, its 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 attorney's fees and witness costs and (at both trial and appeal level,whether or not a
trial or appeal ever takes place) that may be asserted by any person or entity which in any way arise
from, during or in connection with the performance of the work described in this contract, except
liability arising out of the sole negligence of the City and its employees. Such indemnification shall also
cover claims brought against the City under state or federal worker's compensation laws. If any aspect
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Wetland Delineation Page 3
D. Additional Insured Provision
The Commercial General Liability Insurance and Commercial Automobile Insurance policies
and other policies the City deems necessary shall include the City, its officers, directors, and
employees as additional insureds with respect to this contract.
E. Notice of Cancellation
There shall be no cancellation, material change, exhaustion of aggregate limits or intent not
to renew insurance coverage without 30 days written notice to the City. Any failure to
comply with this provision will not affect the insurance coverage provided to the City. The
30 days notice of cancellation provision shall be physically endorsed on to the policy.
F. 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.
G. 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 certificate will specify and
document all provisions within this contract. A renewal certificate will be sent to the above
address 10 days prior to coverage expiration.
H. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Contractor's coverage shall be primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
J. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability,
professional liability,pollution and errors and omissions policies required by this contract.
Contractor's insurance policy shall contain provisions that such policies shall not be canceled or their
limits of liability reduced without thirty (30) days prior notice to City. A copy of each insurance policy,
certified as a true copy by an authorized representative of the issuing insurance company, or at the
discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of
such insurance shall be forwarded to:
City of Tigard
Attn: Joseph Barrett,Sr.Management Analyst
13125 SW Hall Blvd.
Tigard,Oregon 97223
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Wetland Delineation Page 5
12. TERMINATION WITHOUT CAUSE
At any time and without cause, City shall have the right in its sole discretion, to terminate this
Agreement by giving notice to Contractor. If City terminates the contract pursuant to this paragraph,it
shall pay Contractor for services rendered to the date of termination.
13. TERMINATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at
such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state,local, or other sources is not obtained and continued
at levels sufficient to allow for the purchase of the indicated quantity of services. This
Agreement may be modified to accommodate a reduction in funds
2) If federal or state regulations or guidelines are modified, changed,or interpreted in such
a way that the services are no longer allowable or appropriate for purchase under this
Agreement.
3) If any license or certificate required by law or regulation to be held by Contractor, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if
there is an assignment for the benefit of creditors of Contractor.
Any such termination of this agreement under paragraph (a) shall be without prejudice to any
obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Contractor, may terminate
the whole or any part of this Agreement:
1) If Contractor fails to provide services called for by this agreement within the time
specified herein or any extension thereof, or
2) If Contractor fails to perform any of the other provisions of this Agreement, or so
fails to pursue the work as to endanger performance of this agreement in accordance
with its terms, and after receipt of written notice from City, fails to correct such
failures within ten (10) days or such other period as City may authorize.
3) If Contractor fails to eliminate a conflict as described in Section 11 of this
agreement.
The rights and remedies of City provided in the above clause related to defaults (including
breach of contract) by Contractor shall not be exclusive and are in addition to any other rights
and remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (b), Contractor shall be entitled to receive as
full payment for all services satisfactorily rendered and expenses incurred, an amount which
bears the same ratio to the total fees specified in this Agreement as the services satisfactorily
rendered by Contractor bear to the total services otherwise required to be performed for such
total fee; provided, that there shall be deducted from such amount the amount of damages, if
any, sustained by City due to breach of contract by Contractor. Damages for breach of contract
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Wetland Delineation Page 7
the work not payment therefore shall relieve Contractor from liability under warranties contained in or
implied by this Agreement.
21. 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 attorney's fees and court costs on appeal.
22. GOVERNING LAW
The provisions of this Agreement shall be construed in accordance with the provisions of the laws of
the State of Oregon. Any action or suits involving any question arising under this Agreement must be
brought in the appropriate court of the State of Oregon.
23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Contractor 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 subcontractors
and income tax withholding contained in ORS Chapter 279B, the provisions of which are hereby
made a part of this agreement.
24. CONFLICT BETWEEN TERMS
It is fiu-ther 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 said terms of said proposal conflicting
herewith.
25. AUDIT
Contractor shall maintain records to assure conformance with the terms and conditions of this
Agreement, and to assure adequate performance and accurate expenditures within the contract period.
Contractor agrees to permit City, the State of Oregon, the federal government, or their duly authorized
representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of
funds.
26. 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 terms 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.
27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable, seller 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.
City of Tigard Personal Service Agreement
Wetland Delineation Page 9
EXHIBIT A
SERVICES TO BE PROVIDED
WETLAND DELINATION
I N
Natural Resources Consulting PROFESSIONAL
SERVICES AGREEMENT
11110.\I.! '503} 83:1' 0103 - P.\S: f.ill.i} 62.3 712i PO BOX 545 - \I0\11(11.'1"11, OR - 97361
PROJECT NAME: 121'1 Avenue Project
CLIENT: City of Tigard c/o Carla Staedter
BILLING ADDRESS: 13125 SW Hall Blvd.,Tigard-OR 97223
1. DESCRIPTION OF SERVICES:
The CLIENT requests and authorizes ZiON NATURAL RESOURCES CONSULTING to perform a Wetland Delineation
for the property located west of 121"Avenue within the City of Tigard,OR(TIS,RI W,Sec.34CC,Tax lot 2000(0.2 ac
portion)).
A. Scone of Work
♦ ZNR will review all available information in order:to ascertain where potential wetlands may exist on-site
prior to the held work.
♦ ZNR will conduct field work and evaluate the subject site utilizing the routine on-site methods described in the
U.S. Army Corps oj'Engineers Wetland Delineation Alanual and Soppleinem (Environmental Laboratory,
1987).
♦ Data sheets will be completed at each sample plot documenting die vegetation,soils,and hydrology.
♦ Site photographs will be taken to further document the subject site.
♦ ZNR will consult with client,engineering firm, and state and federal agencies regarding the project and will
offer guidance on proposed development activities affecting the wetlands.
♦ ZNR will compile all data into a detailed report which,following the clients review,will be submitted to DSL
for concurrence. A copy will also be given to the client. Additional copies are M00 per copy.
♦ ZNR will attend any regulatory meetings or field visits required for concurrence.
B. Additional Services Not Included
Additional services/costs not included within this scope of work consist of a wetland .delineation fee to DSL, and
surveying and wetland mapping required by the agencies and supplied by the engineering company of your choice.
C. Estimated Timeline
Staff at ZNR are able to conduct field work within one week from the start date` of the project dependant upon
hydrological conditions. Once the wetlands are surveyed and a wetland map has been created by the
engineering/surveying company of your choice, ZNR will then:complete the final report within approximately one
week of receiving the finalized wetland map.
*The"start date"is the date ZNR receives a signed prufessional serrie s agreentent and die retainer stated(rithin the agreement.
If the project involves a wetland delineation, CLIENT acknowledges that ZNR's report is a preliminary jurisdictional
determination only and is used at CLIENT'S own risk until it has been reviewed and approved in writing by the Oregon
Departtttent of State Lands(DSL)in accordance with OAR 141-090-0005 through 141-09-0055. The DSL review process
must be completed and the boundary concurred with prior to any detailed site planning or construction activities taking
place.Concurrence by the U.S.Army Corps of Engineers nury also be required.
City of Tigard Personal Service Agreement
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ZI CD N Natural atural }Zesources Consulting
SERVICES AGREEMENT
11110N1:: (5031 838 (1103 • FAX: '503) 623 ?423 PU HOX 543 • MOAIIOUTII, OR • 97361
PROJECT NAME: 116`'Avenue Project
CLIENT: City of Tigard c/o Carla Staedter
BILLING ADDRESS: 13125 SW Hall Blvd.,Tigard,OR 07223
1. DESCRIVI'LON OF SERVICES:
The CLIENT requests and authorizes ZION NATURAL RESOURCES CONSULTING to perform a Wetland Delineation
for the property located at the southern end of I I6`h Avenue within the City of Tigard, OR (TIS, R1 W, Sec. 34CD, Tax
lot 1200(0.45 ac portion)).
A. Scone of Work
♦ ZNR will review all available information in order to ascertain where potential wetlands may exist on-site
prior to the field work.
* ZNR will conduct field work and evaluate.the subject site utilizing the routine on-site methods described in the
U.S. A17ny Caps of Engineers Wedand Delineation Manual and Sopplemens (Environmental Laboratory,
1987).
♦ Data sheets will be completed at each sample plot documenting the vegetation,soils,and hydrology.
♦ Site photographs will be taken to further document the subject site.
♦ ZNR will consult with client, engineering firm, and state and federal agencies regarding the project and will
offer guidance on proposed development activities affecting the wetlands.
♦ ZNR will compile all data into a detailed report which, following die clients review, will be submitted to DSL
for concurrence. A copy will also be given to the client. Additional copies are. 50.00 per copy.
♦ ZNR will attend any regulatory meetings or field visits required for.concurrence.
B. Additional Services Not Included
Additional services/costs not included within this scope of work .consist of a wetland delineation fee to DSL, and
surveying and wetland mapping required by the.agencies and supplied.by the engineering company of your choice.
C. Estimated Timeline
Staff at ZNR are able to conduct field work within one week from doe start date* of the project dependant upon
hydrological conditions. Once the wetlands are surveyed and a wetland map has been created by the
engineering,/surveying company of your choice, ZNR will then complete the final report within approximately one
week of receiving the finalized wetland map.
:"The"start Aute"is the date ZNR receives a nigned prnfussiorwl service, ugreeinent and the retailer staled within the agreernent.
If rite project involves a wetland delineation, CLIENT acknowledges that ZNR's report is a preliminary jurisdictional
determination only and is used at CLIENT'S own risk until it has been reviewed and approved inn writing by the Oregon
Department of State Lands(DSL)in accordance with OAR 141-090-0005 through 141-09-0055. The DSL review process
must be completed and the boundary concurred with prior to any detailed site planning or construction activities taking
place.Concurrence by the U.S.Army Corps of Engineers may also be required.
City of Tigard Personal.Service Agreement
Wetland Delineation Page 13