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Vigil-Agrimis ~ C130044 City of Tigard 13125 Six' Hall Blvd. CONTRACT CHANGE ORDER/ Tigard,Oregon 97223 ,AMENDMENT #2 SUMMARY FORM Phone- (503) 639-4171 Fax- (503) 684-7297 Project Title: Derry Dell Creek Culvert Replacement Project Manager: Greg Berry Contractor: Vi it Timis Inc. Original Contract #: C 130044 Effective Dates: 11/8/12 Change Order/Amendment Amount: $ Accounting String: 500-8000-56005-93010-500-150 Amendment Percentage Running Total: °, AMENDMENT DETAILS Amendment in termination date only. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMENDMENT Vigil A rimis will need to stay under contract until construction of the project is complete. + 'r f s f�r f cl{ '-L f V C - WO-0 4,0 4�4 -sc cst L REQUESTING PROJECT MANAGER APPRO ING CITY STAFF Signature _ Signature Date Date Contractor is hereby authorized by the City-of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules, regulations, and laws that may be in effect for the work. The unit pricing in the original contract shall apply to Signature all additional work. A copy of this form, once completed, is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember—the cumulative total of Amendments cannot exceed theproject's FY budget. F Date CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT DERRY DELL CREEK CULVERT REPLACEMENT CONTRACT#C130044 AMENDMENT #2 The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Vigil-Agrimis, Inc., hereinafter referred to as Consultant, entered into on the 8"' day of November, 2012,is hereby amended as follows: 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon the date of execution by the City's Local Contract Review Board,and shall expire,unless otherwise terminated or extended, on completion of the work or jutte30-,-20I3 June 30,2014.All work under this Agreement shall be completed prior to the expiration of this Agreement. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. 1 CITY OO�F�TIGARD/` VIGIL-AGRIMIS,INC. Signature S nature / K4.V%,v%-@--'k AAV1 Printed Name Printed Name f . ►4. � /q I Date Dat City of Tigard 13125 SW Hall Blvd. CONTRACT CHANGE ORDER/ Tigard,Oregon 97223 AMENDMENT SUMMARY FioRMone- (5a3) 639-4171 Fax- (503)684-7297 )�- Project Title: Derry Dell Culvert Replacement Project Manager: Greg Be Contractor: Vi L -A ritnis Ori ' al Contract#: C130044 Effective Dates.May 15, 2013 throw h June 30, 2013 Chane Order/Amendment Amount: $2,335 Accounting Strin :See Below Arnendtnent Percentage Running Total: 3% AMENDMENT DETA LS This proect is split between 3 CIP Projects Amendment Total$2,335.00 510-8000-56005-94011-510-130 $1,214.20 532-8000-56005-96032-532-130 $ 256.85 500-8000-56005-93010-500-110 $ 863.95 {CHANGE ORDER DETA Ls UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMENDMENT Consultant will prepare approximately fourteen easements descriptions and/or right-of-way ROW dedications for six distinct properties to support ROW and easement acquisitions necessary for construction of the Derry Dell Creek pr9ject. For each property an easement/ROW boundary polygon will be developed and forwarded to NLV services for use in developing Ie al boundary descriptions. REQUESTING PROJECT MANAGER APPRovING CITY STAFF wz mature Signature -—s- -- - 411%17 23 2-0 _ _-- — Date Date -- Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules, regulations, and laws that may be in effect for Signature the work. The unit pricing in the original contract shall apply to all additional work. A copy of this form, once completed, is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember—the cumulative total of Amendments cannot exceed 25%of the ori inal contract. r Date CITY OF TIGARD • � r Project/Contract No.: 0130044 Consultant Name&Address: Work Location: N/A Vigil-Agrimis Inc. 819 SE Morrison 5t.,Ste 310 Portland, OR 97214 Consultant and the Citi- of Tigard agree on the quantities described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules, regulations, and laws that may be in effect for the work. 'Ibe unit ricin in the original contract shall apEly. Description of the Work(inedude speri&cadon if non standard items): Consultant will prepare approxfi ately fourteen easements descriptions and/or right-of way (ROW) dedications for six distinct properties to support RO\X'and easement acquisitions necessary for construction of the Derry Dell Creek project. For each property an easement/ROW boundary polygon will be developed and forwarded to NLV services for use in developing legal boundary descriptions. Description of Additional Work Unit Quantity Unit$ Total-s Previous contract amount $92,627 Additional work authorized by this Change Order $2,335 final contract amount $94,962 CI Y OF TiGARDL CONTRACI OR Signature: ` Signature: Name: Greg Berry Name. y Title: Project Engineer Tilde: Date: -May X,21713 .Date: L7- Approved: DatePage 1 of 1 VIGIL 4� AGRIMIS tel:503-274-2010 fax:543-274-2024 MEMORANDUM TO: Greg Berry, PE-City of Tigard FROM: Eirik Schulz, PE DATE; March 18,2013 SUBJECT: Derry Dell Creek Relocation and Culvert Replacement Project Change Order Request#1 -Easement/ROW Legal Descriptions The purpose of this memorandum is to outline a brief work plan and scope of services(scope, budget,and schedule) for Vigil-Agrimis, Inc. (VAI)to provide additional design services to the City of Tigard (City)for the merry Dell Creek Project. SCOPE OF SERVICES VAI will prepare approximately fourteen easements descriptions and/or right-of-way(ROW)dedications for six distinct properties to support ROW and easement acquisitions necessary for construction of the Derry Dell Creek project. Legal descriptions will be provided by Meal Vescogni, NLV Services, under a separate contract directly with the City of Tigard. Right-of-way and easement acquisition will be completed by the City of Tigard. Work tasks include the following: • Develop preliminary easement/ROW boundaries for review by the City. Following City review,VAI will incorporate alterations to the boundaries based on City review. VAI will then forward boundary CAD linework to Neal Vescogni, project surveyor, for use in developing easement/ROW descriptions, Deliverables: For each property an easement/ROW boundary polygon will be developed and forwarded to NLV Services for use in developing legal boundary descriptions. FEE ESTIMATE VAI can complete the above scope of services on a time and materials basis with a not to exceed fee of$2,335.00. A detailed breakdown of costs is included in the attached Table 1. SCHEDULE Following the City's Notice to Proceed, easement/ROW descriptions(14 total)would take approximately four weeks to complete. Week 1: Develop easement/ROW boundaries, City review of boundary lines, and delivery of CAD linework to surveyor. Weeks 2-4: Field surveying, easement/ROW descriptions 819 SE Morrison Street,Suite 310 Portland,Oregon 9 1214 Table 1 •Fee Estimate City of Tigard Derry Dell Creek Relocation and Culvert Replacement Project March 18,2013 PIC I'M rmginrct Frr Admin. Nu. TASK vigil hW/ While Ross Pce Patimste - - -- _aemsa RpWLegalDese> tonPr2Sesvicea — --- - - - --- ct[Man ent,boundary'Iineworiz,city envrdinari r 2t &2 335.0(1 _ .__. mer". _�._- _ _- — Tabor Hours. 1 -- _ ti 12 U 0 21 52,335.00 Subtotal: $2,335.00 Estimawd Expenses $0.00 TOTAL: $2,335.00 Bil€ingR2res 5155.00 Sti5:00 5105.0" WIN) 557.170 Billable I abor Cost $155.0 5920-(P1 $1,260.00 $0.00 90.00 VIGIL-AGRIMIS,INC. VIGIL +'K AGRIMIS tel:503-274-20 .0 fax:503-274-2024 MEMORANDUM TO: Greg Berry, PE-City of Tigard FROM: Eirik Schulz, PE DATE: March 18,2013 SUBJECT: Derry Dell Creek Relocation and Culvert Replacement Project Change Order Request#1- Easement/ROW Legal Descriptions The purpose of this memorandum is to outline a brief work plan and scope of services(scope, budget, and schedule)for Vigil-Agrimis, Inc. (VAI) to provide additional design services to the City of Tigard(City) for the Derry Dell Creek Project. SCOPE OF SERVICES VAI will prepare approximately fourteen easements descriptions and/or right-of-way(ROW) dedications for six distinct properties to support ROW and easement acquisitions necessary for construction of the Derry Dell Creek project. Legal descriptions will be provided by Neal Vescogni, NLV Services, under a separate contract directly with the City of Tigard. Right-of-way and easement acquisition will be completed by the City of Tigard. Work tasks include the following: Develop preliminary easement/ROW boundaries for review by the City. Following City review,VAI will incorporate alterations to the boundaries based on City review. VAI will then forward boundary CAD linework to Neal Vescogni, project surveyor,for use in developing easement/ROW descriptions. Deliverables: For each property an easement/ROW boundary polygon will be developed and forwarded to NLV Services for use in developing legal boundary descriptions. FEE ESTIMATE VAI can complete the above scope of services on a time and materials basis with a not to exceed fee of$2,335.00. A detailed breakdown of costs is included in the attached Table 1. SCHEDULE Following the City's Notice to Proceed, easement/ROW descriptions (14 total)would take approximately four weeks to complete. Week 1: Develop easement/ROW boundaries, City review of boundary lines, and delivery of CAD linework to surveyor. Weeks 2-4: Field surveying, easement/ROW descriptions 819 SE Morrison Street,Suite 310 Portland,Oregon 97214 Table 1 -Fee Estimate City of Tigard Derry Dell Creek Relocation and Culvert Replacement Project March 18,2013 EngineerPIC PM1 Ken Eirik Hunter Nathan Tina ' Disler TASK Tee Estimate- 1 EEaaem€nt/ROW Legal Description Services 1.1 Project Managmwnt,boundaq Gntwork,Cia coordination 1 - —S —— 1' — - — — _ $2,335.00 L beer Hours: 1 8 12 0 0 21 $2,335.00 Subtotal: $2,335.00 Estimated Expenses $0,00 TOTAL: $2,335.00 Billing Rates $155.(M) 5115.00 $105,00 $611.00 $57.00 Billable Labor Cost $155.0[1 $920.00 51,260.00 $0,00 VIGIL-AGRIMIS,INC. CITY OF TIGARD. OREGON CONTRACT SUMMARY FORM (FOIUf MUSTACCOXII'ANYEACH CONTRACT FORAUTHORIZ'ATioN) Contract Title: De= Dell Creek Culvert .Replacement Number: Contractor. Vigil-Agrimis Inc. Contract Total: 4:% Contract Overview: Engineering services for the replacement of a culvert for Derry Dell Creek across Walnut Street, two trails and planning for a proposed park in the adjacent Skelton Property. Type: ❑ Purchase Agreement Start Date: November 5, 2012_ End Date: June 30, 2013 X Personal Service ❑ Public Improvement I.CRB Award : Direct Department: PW IGA [❑ Other: Contract Manager: Kim NlcNlillan Quotes /Bids /Proposal: FIRM AMOUNT / CORE Vigil-Agri *s Inc. Ses_ 6e1.%oe i^Azok .� L4044-41 S� �nNjA0n rr c9a. - RAC . vats n.04 t4-� Account String: Fund-Division-Account Project-Fund-Phase Amount Year 1 510-8000-56005 94011 -510- 130 $48A504 Year 1 532-8000-56005 96024-530- 130 $9699 Year 1 500-8000-56005 93010-500- 130 $21 , 617 Year 1 500-8000-56005 93010-500- 110 $ 12A807 Year 1 Apure Department Comments : Department Signature: Purchasing Comments: Purchasing Signature: City Manager Comments: City Manager Signature: Cx After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist.I.• l ENG 1 1 - Active Projects 1 94011 Culvert Improvement Walnut St l Agreements - Contracts - IGA I VAI I Contract SummaryForm. docx Contract # (� D O y ` * CITY OF TIGARD, OREGON ENGINEERING SERVICES AGREEMENT DERRY DELL CREEK CULVERT REPLACEMENT THIS AGREEMENT, made and entered into this 8th day of November, 2012, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City, " and ViguAgrimis Inc., whose authorized representative is Ken Vi ' and having a principal being a registered engineer of the State of Oregon, hereinafter referred to as the "Engineer. " RECITALS WHEREAS, the City's Fiscal Year 2012-2013 budget provides for the design and construction of Derry Dell Creek Culvert Replacement- 94011 ; and WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and essential to the public works improvement program of the City; and WHEREAS, the City desires to engage the Engineer to render professional engineering services for the project described in this Agreement, and the Engineer is willing and qualified to perform such services; THEREFORE, in consideration of the promises and covenants contained herein, the parties hereby agree as follows : 1 . Engineer' s Scope of Services The Engineer shall perform professional engineering services relevant to the Project in accordance with the terms and conditions set forth herein, and as provided in Exhibit 1 , which is attached hereto and by this reference made a part of this Agreement. I Effective Date and Duration This agreement shall become effective upon the date of execution by the City's Local Contract Review Board, and shall expire, unless otherwise terminated or extended, on completion of the work or June 30, 2013, whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. I Engineer' s Fee A. Basic Fee 1) As compensation for Basic Services as described in Exhibit 1 of this Agreement, and for services required in the fulfillment of Paragraph 1 , the Engineer shall be paid on an hourly rate based upon the " Schedule of Rates" in Exhibit 1 of this agreement, which shall constitute full and complete payment for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in this Agreement. The Basic Fee shall not exceed the amount of ninety two thousand, one hundred and twenty seven dollars ($92,627) without prior written authorization. 2) The parties hereto do expressly agree that the Basic Fee is based upon the Scope of Services to be provided by the Engineer and is not necessarily Engineering Services Agreement Page 1 Revised - 05/ 14/2007 Contract # related to the estimated construction cost of the Project. In the event that the actual construction cost differs from the estimated construction cost, the Engineer' s compensation will not be adjusted unless the Scope of Services to be provided by the Engineer changes and is authorized and accepted by the City. B. Payment Schedule for Basic Fee Payments shall be made upon receipt of billings based on the work completed. Billings shall be submitted by the Engineer periodically, but not more frequently than monthly. Payment by the City shall release the City from any further obligation for payment to the engineer for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. co Payment for Special Services Only when directed in writing by the City, the Engineer shall furnish or acquire for the City the professional and technical services based on the hourly rate schedule as described in Exhibit 1 of this contract for minor project additions and/or alterations . D. Certified Cost Records The Engineer shall furnish certified cost records for all billings pertaining to other than lump sum fees to substantiate all charges . For such purposes, the books of account of the Engineer shall be subject to audit by the City. The Engineer shall complete work and cost records for all billings on such forms and in such manner as will be satisfactory to the City. E. Contract Identification The Engineer shall furnish to the City its employer identification number, as designated by the Internal Revenue Service, or social security number, as the City deems applicable. Fe Payment — General 1 ) Engineer shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316. 167 . 2) Engineer shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653 .010 to 653 .261 or under 29 USC sections 201 to 209 from receiving overtime. 3) Engineer shall promptly, as due, make payment to any person, co- partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Engineer or all sums which Engineer agrees to pay for such services and all moneys and sums which Engineer 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. Engineering Services Agreement Page 2 Revised - 05/ 14/2007 Contract # 4) The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 5) Engineer shall make payments promptly, as due, to all persons supplying services or materials for work covered under this contract. Engineer shall not permit any lien or claim to be filed or prosecuted against the City on any account of any service or materials furnished. 6) If Engineer fails, neglects or refuses to make prompt payment of any claim for labor, materials, or services furnished to Engineer, sub-consultant or subcontractor 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 to the Engineer. The payment of the claim in this manner shall not relieve Engineer or their surety from obligation with respect to any unpaid claims. 4. Ownership of Plans and Documents : Records A. The field notes, design notes, and original drawings of the construction plans, as instruments of service, are and shall remain, the property of the Engineer; however, the City shall be furnished, at no additional cost, one set of previously approved drawings, on a diskette in "DWG" or "DXF" format, of the original drawings of the work. The City shall have unlimited authority to use the materials received from the Engineer in any way the City deems necessary. B. The City shall make copies, for the use of and without cost to the Engineer, of all of its maps, records, laboratory tests, or other data pertinent to the work to be performed by the Engineer pursuant to this Agreement, and also make available any other maps, records, or other materials available to the City from any other public agency or body. CO The Engineer shall furnish to the City, copies of all maps, records, field notes, and soil tests which were developed in the course of work for the City and for which compensation has been received by the Engineer at no additional expense to the City except as provided elsewhere in this Agreement. 5. Assignment/Delegation Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Engineer shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. Engineer is Independent Contractor A. The City's project director, or designee, shall be responsible for determining whether Engineer's work product is satisfactory and consistent with this agreement, but Engineer is not subject to the direction and control of the City. Engineer shall be an Engineering Services agreement Page 3 Revised - 05/14/2007 Contract # independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. B . Engineer is an independent contractor and not an employee of City. Engineer acknowledges Engineer's status as an independent contractor and acknowledges that Engineer is not an employee of the City for purposes of workers compensation law, public employee benefits law, or any other law. All persons retained by Engineer to provide services under this contract are employees of Engineer and not of City. Engineer acknowledges that it is not entitled to benefits of any kind to which a City employee is entitled and that it shall be solely responsible for workers compensation coverage for its employees and all other payments and taxes required by law. Furthermore, in the event that Engineer is found by a court of law or an administrative agency to be an employee of the City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Engineer under the terms of the agreement, to the full extent of any benefits or other remuneration Engineer 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 Engineer or to a third party) as a result of said fording. Co The undersigned Engineer 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 the Engineer, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. D. If this payment is to be charged against Federal funds, Engineer certifies that he/ she is not currently employed by the Federal Government and the amount charged does not exceed his/her normal charge for the type of service provided. E. Engineer 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. F. Engineer certifies that it currently has a City business tax receipt or will obtain one prior to delivering services under this Agreement. G. Engineer is not an officer, employee, or agent of the City as those terms are used in ORS 30.265 . 7. Indemnity A. The City has relied upon the professional ability and training of the Engineer as a material inducement to enter into this Agreement. Engineer represents to the City that the work under this contract will be performed in accordance with the professional standards of skill and care ordinarily exercised by members of the engineering profession under similar conditions and circumstances as well as the requirements of applicable federal, state and local laws, it being understood that Engineering Services Agreement Page 4 Revised - 05 / 14/2007 Contract # acceptance of an Engineer's work by the City shall not operate as a waiver or release. Acceptance of documents by City does not relieve Engineer of any responsibility for design deficiencies, errors or omissions. Be Claims for other than Professional Liability. Engineer shall defend, save and hold harmless the City of Tigard, its officers, agents, and employees from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, of whatsoever nature, including intentional acts resulting from or arising out of the activities of Engineer or its subcontractors , sub-consultants, agents or employees under this contract. 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. C. Claims for Professional Liability. Engineer shall defend, save and hold harmless the City of Tigard, its officers, agents, and employees from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, arising out of the professional negligent acts, errors or omissions of Engineer or its subcontractors, sub-consultants, agents or employees in performance of professional services under this agreement. Any design work by Engineer that results in a design of a facility that is not readily accessible to and usable by individuals with disabilities shall be considered a professionally negligent act, error or omission. D. As used in subsections B and C of this section, a claim for professional responsibility is a claim made against the City in which the City's alleged liability results directly or indirectly, in whole or in part, from the quality of the professional services provided by Engineer, regardless of the type of claim made against the City. A claim for other than professional responsibility is a claim made against the City in which the City's alleged liability results from an act or omission by Engineer unrelated to the quality of professional services provided by Engineer. 8. Insurance Engineer and its subcontractors 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 Engineers activities or work hereunder, including the operations of its subcontractors of any tier. Such insurance shall include provisions that such insurance is primary insurance with respect to the interests of City= and that any other insurance maintained by City is excess and not contributory insurance with the insurance required hereunder. The policy or policies of insurance maintained by the Engineer and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Engineer shall obtain, at Engineers 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 Engineering Services Agreement Page 5 Revised - 05 / 14/2007 Contract # shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $4,0003000 Products-Completed Operations Aggregate 1 ,0003000 Personal & Advertising Injury 1 ,000,000 Each Occurrence 23000,000 Fire Damage (Any one fire) 50,000 Medical Expense (Any one person) 5,000 Be Professional Liability Engineer shall obtain, at Engineer's expense, and keep in effect during the term of this contract, Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts . Combined single limit per claim shall not be less than $ 1 ,000,000, or the equivalent. Annual aggregate limit shall not be less than $2,000,000 and filed on a "claims-made" form. co Commercial Automobile Insurance Engineer shall also obtain, at architect's expense, and keep in effect during the term of the contract (Symbol 1 or Symbols 8 and 9 as applicable) Commercial Automobile Liability coverage on an "occurrence" form including coverage for all owned, hired, and non-owned vehicles . The Combined Single Limit per occurrence shall not be less than $ 1 ,000,000. D. Workers' Compensation Insurance The Engineer, its subcontractors, if any, and all employers providing work, labor or materials under this Contract are 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. 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. Engineers 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 $ 100,000 each accident. E. Additional Insured Provision All policies aforementioned, other than Professional Liability, shall include the City its officers, directors, and employees as additional insureds with respect to this contract. Coverage will be endorsed to provide a per project aggregate. Fe Extended Reporting Coverage If any of the aforementioned liability insurance is arranged on a "claims made" basis, Extended Reporting coverage will be required at the completion of d-.is contract to a duration of 24 months or the maximum time period the Engineer's insurer will provide such if less than 24 months . Engineer will be responsible for furnishing Engineering Services Agreement Page 6 Revised - 05 / 14/2007 Contract # certification of Extended Reporting coverage as described or continuous "claims made" liability coverage for 24 months following contract completion. Continuous "claims made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. Coverage will be endorsed to provide a per project aggregate. G. Insurance Carrier Rating Coverage provided by the Engineer 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. H. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Engineer 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 address below ten days prior to coverage expiration. I. Primary Coverage Clarification The parties agree that Engineer'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 and commercial automobile policies required by this contract. The City reserves the right to request 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. If the City requests such copies they shall be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd Tigard, Oregon 97223 Such policies or certificates must be delivered prior to commencement of the work. Thirty days cancellation notice shall be provided City by certified mail to the name at the address listed above in event of cancellation or non-renewal of the insurance. The procuring of such required insurance shall not be construed to limit Engineer's liability hereunder. Notwithstanding said insurance, Engineer shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. Engineering Services agreement Page 7 Revised - 05/ 14/2007 Contract # 9. 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 Engineer. If City terminates the contract pursuant to this paragraph, it shall pay Engineer for services rendered to the date of termination. 10. Termination With Cause A. City may terminate this Agreement effective upon delivery of written notice to Engineer, 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 Engineer, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed. 4) If Engineer becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Engineer, if a receiver or trustee is appointed for Engineer, or if there is an assignment for the benefit of creditors of Engineer. Any such termination of this agreement under paragraph (A) shall be without pre)udice to any obligations or liabilities of either party already accrued prior to such termination. Be City, by written notice of default (including breach of contract) to Engineer, may terminate the whole or any part of this Agreement: 1) If Engineer fails to provide services called for by this agreement within the time specified herein or any extension thereof, or 2) If Engineer 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 days or such other period as City may authorize. 3) If Engineer fails to eliminate a conflict as described in Section 14 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Engineer 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) , Engineer 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 Engineering Services Agreement Page 8 Revised - 05 / 14/2007 Contract # the services satisfactorily rendered by Engineer 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 Engineer. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 11 . Non-Waiver The failure of City to insist upon or enforce strict performance by Engineer of any of the terms of this Agreement or to exercise any rights hereunder, should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 12. Method and Place of Giving Notice, Submitting Bills and Making Payments All notices, bills and payments shall be made in writing and may be given by personal delivery, mail, or by 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: CITY OF TIGARD VIGIL-AGRIMIS INC . Attn: Kim McMillan Attn: Ken Vigil Address: 13125 SW Hall Boulevard Address: 819 SE Morrison, Suite 310 Tigard, Oregon 97223 Portland OR 97214 Phone: (503) 718-2642 Phone: (503) 274-2010 Fax: (503) 624-0752 Fax: (503) 274-2024 Email Address: kirn@tigard-or.gov Email Address : kvigil (avigil-a�s . com and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving written notice pursuant to this paragraph. 13 . Merger This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 14. Professional Services The City requires that services provided pursuant to this agreement shall be provided to the City by an Engineer, which does not represent clients on matters contrary to City interests . Further, Engineer shall not engage services of an engineer and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests. Should the Engineer represent clients on matters contrary to City interests or engage the services of an engineer and/or other professional who individually, or through members of Engineering Services Agreement Page 9 Revised - 05 / 14/2007 Contract # his /her same firm, represents clients on matters contrary to City interests, Engineer shall consult with the appropriate City representative regarding the conflict. After such consultation, the Engineer shall have 30 days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 10 (B - 3) of this agreement. 15. Force Majeure Neither City nor Engineer 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, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten 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. 16. Non-Discrimination Engineer agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Engineer 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 . 17. Errors Engineer shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 18. Extra (Changes) Work Only the City Engineer may authorize extra (and/or change) work. Failure of Engineer to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Engineer thereafter shall be entitled to no compensation whatsoever for the performance of such work. 19. 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. 20. Compliance With Applicable Law Engineer shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement, including those set forth in ORS 279C. Engineering Services Agreement Page 10 Revised - 05/ 14/2007 Contract # 21 . 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 said terms of said proposal conflicting herewith. 22. Access to Records City shall have access to such books, documents, papers and records of Engineer as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 23. Audit Engineer 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. Engineer 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. 24. 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. 25. Industrial Accident Fund Payment Engineer shall pay any and all contributions or amount due the Industrial Accident Fund form that Engineer or subcontractors incur during the performance of this Agreement. 26. Complete Agreement This .Agreement and attached exhibit(s) 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. Engineer, 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 Architect has executed this Agreement on the date hereinabove first written. CITY OF VIGIL-AGRIMIS .1 . . 0 VL By: Martha Win Manager By: Authorized Ctractor R<j 3n'tative Date Date Engineering Services Agreement Page 11 Revised - 05/14/2007 i Contract # EXHIBIT 1 SCOPE OF WORK / DUTY OF ENGINEER PROJECT UNDERSTANDING The City is interested in completing a series of culvert and utility improvements in the area of Derry Dell Creek at SW Walnut Street. The culvert work includes replacing the existing pair of 36-inch culvert pipes with a new fish passable culvert and replacing/reconfiguring utility lines in the immediate v-icimty of the culvert including water, sanitary sewer, storm sewer, gas, and telecommunications lines . SW Walnut Street will be eventually be widened in the vicinity of the culvert. Full roadway improvements (roadway widening, curbs, .gutters, sidewalks) would not occur at this time. In addition to the utilities in the vicinity of the culvert replacement, the work includes replacing an existing 6-inch cast iron water line that extends across the creek and wetland at SW Johnson Street. Based on preliminary review of project materials and site conditions, the new culvert will likely be a 12-foot wide concrete box culvert with a natural streambed bottom. Additional review of the stream channel, gradient, and geotechnical conditions will be necessary to confirm the design approach. This approach is often referred to as " stream simulation" by agency staff, whereby the design provides a natural stream bottom and simulates natural stream conditions in terms of pools, riffles, gradient, and channel geometry. Contractor shall develop a grading plan for the stream bottom and channel that extends approximately 100 feet upstream of the culvert. The grading downstream of the culvert will tie into the stream relocation design being performed for the CWS Project. Contractor's staff conducted wetland delineation for the City of Tigard in 2008 and wetland delineation and natural resources assessment for CWS in 2009 that covered the identified project area at the time. DSL concurrence on the wetland findings expires in March 2013 and September 2014, respectively. The wetland and natural resources assessment study areas shall be extended to the south if the roadway widening design cannot be modified to eliminate the placement of fill on a private property, east of the culvert that was not included in the earlier studies. If additional wetland resources are identified the natural resources assessment will need to be updated to reflect this change. The Scope of Services for this additional wetland documentation and associated permitting services is covered through the CWS Project. The need for this work is described in this Scope of Services because it will affect the project schedule. A topographic survey of the project site was completed in April 2009 by NLV Services, Inc. for the stream relocation project. However, additional topographic survey will be required for the culvert and utility improvement work. The stream profile of Derry Dell Creek will need to be surveyed for 100-200 feet upstream of the culvert to determine grade control needs and for review by Oregon Department of Fish and Wildlife. The additional survey will include ordinary high water and wetland delineation flagging upstream of the culvert. The existing water line and associated features at SW Johnson Street will need to be surveyed. Some geotechnical and structural engineering services will also be required to support the design of improvements in the Deny Dell area. We would engage subconsultants we have worked with effectively in the past to provide these services . Engineering Services Agreement Page 12 Revised - 05/ 14/2007 Contract # The culvert and utility replacement project (and CWS Project described above) are located on a parcel that was purchased by the City of Tigard. The City of Tigard is interested in making trail improvements and developing a conceptual plan for a neighborhood park on this parcel. The existing trail system master plan identifies the desired alignment for the Pathfinder-Genesis trail on the property. This trail would connect Fanno Creek in the north with Pathfinder Court. The alignment in the trail master plan is adjacent to the mapped wetlands and vegetated corridor along Derry Dell Creek. This alignment will need to be evaluated to avoid and minimize encroachment into these protected resources. We assume that no additional parking will be needed to serve the trail or park and restrooms and security lighting will not be required. The project would begin about October 2012 and that the final Construction Documents would be completed by approximately May 2013 . PROJECT SCOPE OF SERVICES The intent of the project is to prepare construction drawings, technical specifications, and cost estimates for the culvert replacement and utility and trail work. There are twelve tasks identified for the project. Each of these is described below with associated subtasks where appropriate. Task 1. Provide Project Management 1. 1 Manage Design Team 1.2 Monitor for Budget, Quality and Schedule Goals ; Invoice • Manage project for budget, quality, and schedule. • Prepare monthly invoices . 1.3 Design Coordination Meetings (four design team meetings and two neighborhood meetings) Deliverables: Monthly invoices, Meeting Minutes Task 2. Conduct Kick-Off Meeting 2.1 Conduct Kick-Off Meeting • Conduct Kick-Off Meeting with City of Tigard to review project goals, existing documentation and critical milestones . • Confirm design assumptions and identify any data gaps or potential additional permit/regulatory coordination and design needs . Deliverable: Meeting at City of Tigard. City of Tigard Derry Dell Area Improvements Task 3 . Prepare Detailed Summary of Tasks and Schedule 3 .1 Prepare Detailed Summary of Tasks and Schedule Engineering Services Agreement Page 13 Revised - 05/14/2007 Contract # 3. 1 Prepare Detailed Summary of Tasks and Schedule • Prepare detailed summary of tasks. • Prepare Gantt chart for schedule. Deliverables: Task summary (Word) . Gantt chart (Excel) . Task 4 Conduct Field Reconnaissance, Data Collection/ Review 4 . 1 Review Existing Conditions • Review existing site conditions: o Perform site visits to review and document existing field conditions . o Make observations related to riparian conditions, geomorphology, hydrology/hydraulics, fish passage constraints, soils, geology, existing infrastructure, construction access and staging, traffic bypass alternatives, and utilities. o Review existing available documents including preliminary design documents, utility mapping, documents describing protected resources including floodplains, wetlands and vegetated corridors. o Identify data gaps and coordinate with appropriate parties to obtain necessary information. Deliverables: None Task 5 Surveying Services (By team surveyor, NLV Services , Inc.) 5 . 1 Expand topographic survey extents for culvert replacement and utility improvements • Survey Deny Dell Creek channel, extending 200 feet upstream of the existing culvert o Survey stream thalweg profile, channel toe, and top of bank o Survey Ordinary High Water flagging o Survey wetland delineation flagging o Survey topography for project base mapping o Survey trees within new project extents • Additional Survey related to SW Johnson Street waterline o Survey existing waterline and associated appurtenances at SW Johnson Street o Confirm that all utilities in this area have been captured o Extend topographic survey as needed for potential bridge/boardwalk connecting o SW Johnson Street (approximately 250 feet each way on SW Johnson Street) . • Additional Survey at Walnut Street to support culvert replacement Engineering Services agreement Page 14 Revised - 05/14/2007 Contract # Deliverables: Updated project base mapping, including all utilities, trees, wetland and stream flagging, conforming to Clean Water Services survey requirements. Horizontal Datum: U. S . State Plane, Oregon North Zone, International Feet. Vertical Datum: NGVD 29 . Provide survey point files . Task 6 Geotechnical Engineering Services (By team geotechnical engineer, Foster Gambee) 6.1 Geotechnical Investigation and Analysis • Conduct site visit and perform soil borings (if necessary) to evaluate geotechnical conditions • Prepare a summary report of geotechnical findings including: o Possible site constraints (bedrock) o Engineering information for sizing footings and stabilizing banks (soil bearing pressure, soil characteristics) o General recommendations for design based on geotechnical considerations Deliverables: Summary Report of geotechnical findings and recommendations . Task 7 Structural Engineering Services (By team structural engineer, Bob Grummel) 7 .1 Provide limited structural engineering review as needed • Review footing designs • Review culvert loading capacities Deliverables.* None. Internal team coordination on review items . Task 8 Hydrology, Hydraulics , and Geomorphology Analysis 8.1 Analyze site hydrology, hydraulics , and geomorphology • Determine design flows, velocities, and water surface elevations • Complete geomorphic evaluations to describe channel conditions Deliverables: None. Necessary analysis to inform the culvert replacement design process. Task 9 Preliminary Design (50%) 9.1 Preliminary Culvert Replacement Design • Determine future type, size, and location of the replacement culvert • Identify utility conflicts and complete preliminary design of utilities at SW Walnut Street o Water line replacement design (in SW Walnut Street) o Sanitary sewer design (in SW Walnut Street) Engineering Services Agreement Page 15 Revised - 05/ 14/2007 Contract # o Storm sewer reconfiguration and new storm outfalls design o Begin coordination for gas line relocation o Begin coordination for telecommunications line relocation • Preliminary grading design • Preliminary erosion and sediment control design • Determine stream diversion needs during construction at Walnut St. • Identify traffic control strategies /routes • Identify any private property issues that may exist • Estimate costs of culvert replacement and associated utility work 9.2 Preliminary Water Line Design (at SW Johnson Street) • Determine future type, size, and location of the replacement water line • Identify utility conflicts and complete preliminary design of water line • Preliminary grading, erosion and sediment control design • Determine stream diversion needs during construction at Johnson St. • Estimate costs of SW Johnson Street water line 9.3 Preliminary Trail Design (Pathfinder Trail) • Coordinate with Tigard Parks to determine trail uses, proposed width, and surfacing requirements (assumed 8-foot, paved trail based on early coordination) • Identify preferred trail alignment o Locate trail to avoid/minimize impacts to sensitive areas o Identify locations of raised boardwalks necessary to limit wetland impacts • Preliminary trail profile and grading design • Preliminary erosion and sediment control design • Identify any private property issues that may exist • Estimate costs of Pathfinder Trail 9.4 Preliminary Trail/Boardwalk Design (SW Johnson Connector Trail) • Coordinate with Tigard Parks to determine trail uses, proposed width, and surfacing requirements • Identify preferred trail alignment o Locate trail to avoid/minimize impacts to sensitive areas o Identify locations of raised boardwalks necessary to limit wetland impacts • Preliminary trail and footbridge profile and grading design • Preliminary erosion and sediment control design • Identify any private property issues that may exist Engineering Services Agreement Page 16 Revised - 05/ 14/2007 Contract # • Estimate costs of SW Johnson Connector Trail P ° Deliverables. rehmmary Drawings (50 /o) , Outline of Technical Specifications, Preliminary Cost Estimates Task 10 Final Design 10 .1 Culvert Replacement Design • Resolve utility conflicts and finalize design of utilities at SW Walnut Street o Water line replacement design (in SW Walnut Street) o Sanitary sewer design (in SW Walnut Street) o Storm sewer reconfiguration and new storm outfalls design o Finish coordination for gas line relocation o Finish coordination for telecommunications line relocation • Final grading design • Final erosion and sediment control design • Design stream diversion at SW Walnut Street • Update traffic control strategies /routes • Resolve any private property issues that may exist • Update costs of culvert replacement and associated utility work 10.2 Water Line Design (at SW Johnson Street) • Resolve utility conflicts and finalize design of water line • Final erosion and sediment control design • Design stream diversion at SW Johnson Street • Update costs of SW Johnson Street water line 10.3 Trail Design (Pathfinder Trail) • Final trail profile and grading design and corresponding details • Final erosion and sediment control design • Update Pathfinder Trail construction cost estimate 10.4 Trail/Boardwalk Design (SW Johnson Connector Trail) • Final trail and footbridge design • Final erosion and sediment control design • Update SW Johnson Connector Trail construction cost estimate Deliverables.- Final Drawings, Technical Specifications, and Cost Estimates Engineering Services Agreement Page 17 Revised - 05/ 14/2007 Contract # Task 11 Neighborhood Park Conceptual Development Plan The purpose of this task is to prepare a conceptual development plan for this new neighborhood park to guide future development, not a formal master planning document 11. 1 Conceptual Development Plan Kick-Off Meeting • Conduct Kick-Off Meeting with Tigard Parks to review project goals and existing documentation. • Confirm program assumptions. • Refine task summary and schedule if needed. 11.2 Site Analysis and Assessment • Field and Data Reviews o Walk site to describe existing conditions and take photographs . o Review existing available documents describing protected resources including floodplains, wetlands and vegetated corridors and Tigard Code as they pertain to park program elements . • Evaluate and Document Existing Site Conditions (Opportunities and Constraints) • Analyze Applicable Regulatory Constraints (review key regulatory considerations for the site based on other CWS environmental work in the area) 11.3 Public Involvement Based on coordination with Tigard staff, this task would occur at a later date and not be part of this scope of services 11.4 Draft and Final Conceptual Development Plan Drawing(s) and Costs • Prepare Draft and Final Conceptual Plan Graphics • Prepare Draft and Final Planning-Level Cost Estimates 11.5 Draft and Final Conceptual Development Plan Memorandum • Develop Draft and Final Concept Plan Memorandum Deliverables., Draft and Final Conceptual Development Plan Graphics, Draft and Final Planning-Level Cost Estimate, Draft and Final Conceptual Development Plan Memorandum Task 12 Bidding and Construction Services 12.1 Support during bidding Engineering Services Agreement Page 18 Revised - 05/ 14/2007 Contract # • Respond to questions during the bidding process • Issue addenda if necessary 12.2 Support during construction • Perform limited field visits to verify progress • Answer contractor questions about design intent or how to manage unforeseen site conditions Engineering Services Agreement Page 19 Revised - 05/ 14/2007