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AMEC Inc ~ CP13002 City of Tigard 13125 SW Hall Blvd. CONTRACT CHANGE ORDER/ Tigard,Oregon 972-93 AMENDMENT #1 SUMMARY FORM Phone- (503) 639-4171 • . Fax-{503) 684-7297 wwty. ard-or.�<>� Project Tide, Stabilization at Copper Creek Project Manager: G Berry x2468 Contractor:AMEC Inc. Original Contract#: CP 13002 Effective Dates: 7/10/12-6/30/14 Chane Order/Amendment Amount: $481 Accounting String: 94022-510-130 510-8000-56005 .Amendment Percentage Running Total: 2% AMENDMENT DETAILS 1. Coordination of easements 2. Resubmit Oregon Department of State Lands permits on revised forms CHANGE ORDER DETAILS UNIT QTS' UNIT$ TOTAL$ Original Contract 27,331.00 Amendment#1 1. Easement coordination LS 1 149 149.00 2. Resubmit DSL permits on revised forms LS 1 332 332.00 AMENDMENT#1 TOTAL 481.00 TOTAL CONTRACT 27,812.00 REASONING FOR CHANGE ORDER/AMENDMENT 1. Acquisition of a construction easement by a subconsultant and coordination with the subconsultant by AMEC was originally included as an optional task. A separate contract with the subconsultant is currently proposed. The need for AMEC to coordinate with the subconsultant remains. 2. During a period the contractor was directed to suspend work, the DSL revised its permit forms and is now requiring the contractor to resubmit the permits on the revised forms. REQUESTING PROJECT NL4NAGER AWOV,21G CIJJAFI Signature_ Sature �3 1 7 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 ]`rilaturC 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 original contract. Date I:\ENG\l-Active Projects\94022 Copper Creek Bank Stabilization\AMEC\AMSC amendment SUMMARY.doex CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT e.? COPPER CREEK SLOPE STABILIZATION , (6,"j 0 CIP#94022—CONTRACT#CP13002 AMENDMENT #1 The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and AMEC Environment & Infrastructure, Inc., hereinafter referred to as Contractor, entered into on the 16th day of July,2012,is hereby amended as follows: 3. 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 Twenty Seven Thousand Thtee Htmdred Thirty One and No/100 Donars Twen -Seven Thousand Eight Hundred Twelve and No/100 Dollars ($27,812.00 without prior written authorization. SCOPE OF WORK TASK 2-DETAILED DESIGN 1. PREPARE ENVIRONMENTAL PERMIT APPLICATION—ADD:Resubmit Oregon Department of State Lands permits applications on revised forms as required by the Department. ADD FROM AMEC'S PROPOSAL: OPTIONAL TASK 11 — RIGHT OF WAY — Coordinate with subconsultant on the acquisition of a construction easement.. 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. CITY OTIGARD AMEC ENVIRONMENT V11FRASTRUCTURE fz�; '11U, �d I Signature afore Printed Name Printed Name Date Date Contract# � CITY OF TIGARD,OREGON ENGINEERING SERVICES AGREEMENT COPPER CREEK SLOPE STABILIZATION THIS AGREEMENT, made and entered into this 16t'' day of July, 2012, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and AMEC Environment & Infrastructure, Inc., whose authorized representative is Phil Pommier, PE, 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 Copper Creek Slope Stabilization 94022; 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. 2. Effective Date and Duration This agreement shall become effective upon the date of execution and shall expire,unless otherwise terminated or extended, on completion of the work or June 30, 2014, whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. 3. 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 Twenty Seven Thousand Three Hundred Thirty One and No/100 Dollars ($27,331.00) 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 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. C. 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. F. 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. 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 2013 ESA -Copper Creek Slope Stability 2 1' a g c 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, 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. C. 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 rovidedelsewhere 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 not 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 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 finding. 2013 ESA -Copper Creek Slope Stability 3 1 1' a g, e C. 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 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. B. 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, 2013 ESA - Copper Creek Slope Stability 4 P a g c: 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 Engineer's 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 shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $2,000,000 Products-Completed Operations Aggregate 1,000,000 Personal&Advertising Injury= 1,000,000 Each Occurrence 1,000,000 Fire Damage (Any one fire) 50,000 Medical Expense (Any one person) 5,000 B. 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. C. 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 Litnit 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 2013 ESA-Copper Creek Slope Stability 5 1 1' a g c, 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. F. 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 this 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 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—Contracts and Purchasing Office 13125 SW Hall Blvd Tigard, Oregon 97223 2013 ESA-Copper Creek Slope Stability 6 1 1' ; , �. 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. 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 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 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 the services satisfactorily rendered by Engineer 2013 ESA - Copper Creek Slope Stability 7 1 1' �1 : e 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 AMEC ENVIRONMENT &INFRASTRUCTURE,INC. Attn: Greg Berry Attn: Phil Pommier Address: 13125 SW Hall Blvd. Address: 7376 SW Durham Rd Tigard, Oregon 97223 Tigard OR 97224 Phone: (503) 718-2468 Phone: (503) 639-3400 Fax: (503) 624-0752 Fax: (503) 620-7892 Email Address: greggtigard-or.gov Email Address: Phil VommierC!Engineer.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 his/her same firm, represents clients on matters contrary to City interests, Engineer shall consult with the appropriate City representative regarding the conflict. 2013 ESA-Copper Creek Slope Stability 8 1 ]' a. � c. After such consultation, the Engineer shall have thirty 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, Michael Stone 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. 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. 2013 ESA - Copper Creek Slope Stability 9 1 ]' age 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 Contractor shall pay all contributions or amount due the Industrial Accident Fund form that Contractor 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 TIGARD AM C ENVIRONMENT FRASTRUCTURE,INC. By: Martha Wine, City Manager By: Authorized Con actor Representative 71-2q 1201-L Date f IDate 2013 ESA - Copper Creek Slope Stability 10 1 P �1 g c EXHIBIT 1 SCOPE OF WORK The Engineer shallrender professional engineering services as described below: TASK 1- DESIGN DEVELOPMENT Objective: To verify that the proposed concept is feasible,permittable,and constructible. Activities: 1. Kick-off Meeting with City — Engineer will call and lead a meeting with the City to kick off the project. (Note that all tasks, schedule, and fees assume both projects will be performed together as described above.) The purpose of the meeting will be to introduce project team members and establish lines of communication. The meeting will discuss challenges to be expected with the work and obtain the City's input for Engineer's approach to dealing with those challenges. Engineer anticipates that the meeting will occur in City offices and will include three Engineer personnel plus landscape and survey subconsultants. 2. Wetland Delineation — Engineer has previously reviewed the Copper Creek site. Based on this visit we anticipate no regulatory wetlands. Immediately after the kick-off meeting Engineer will review available literature and visit the site for verification. 3. Geotechnical Investigations — Engineer will perform a site reconnaissance to locate borings and observe slope conditions. Borings will be advanced at each site using a limited access tracked drill rig to depths of 40 feet. Laboratory testing of selected soil samples will be performed to estimate engineering index properties. Based on the laboratory results Engineer will perform a slope stability analysis and develop options for bank repair. One brief engineering report covering both the SW Arthur Court and SW Copper Creek Drive sites (estimated at 3-5 pages) will be prepared with conclusions and recommendations for bank repair. 4. Topographic Surveys — Immediately following the wetland delineation SWLS will begin the topographic surveys for each project site. The surveys will be done on state plane horizontal coordinates and NGVD'29 vertical datum. This coordinate basis allows for registering floodplain and / or other data on to the project maps in a later task. Complete details of the survey scope of work, including a map delineating the areas to receive detailed survey measurements is attached in Appendix A. 5. Prepare Design Development Drawings—Engineer will coordinate with the landscape architect, geotechnical engineer and wetland scientist to prepare design development drawings (approximately 30% complete) in one submittal for both sites. The design development drawings will utilize all field information obtained from the previous activities. It will focus on developing the concepts presented in our January 2011 report to the level of feasibility (approximately 30% complete). The design development will also carefully evaluate issues surrounding environmental permitting and access for construction. See Appendix B for the complete scope of work for landscape architecture services. 6. Design Development Submittal — The products of this task (submitted electronically- as PDFs) will include one or two drawings for each site (Arthur Court and Copper Creek Drive) illustrating proposed bank stabilization schemes along with a brief (estimated at 3-5 pages) letter report 2013 ESA - Copper Creek Slope Stability 111 Page describing the recommended concepts. In addition the design development report will: a) describe issues regarding environmental permitting, b) provide a recommended approach for permitting (see next task), and c) update the concept-level engineer's construction cost estimate. While this activity covers both project sites the fee shown for this task is for the SW Copper Creek Drive site only. 7. Design Development Review Meeting — Engineer will coordinate and lead a design review meeting to discuss the City's comments to the design development submittal and the need for optional environmental permitting activities for the next task, if any. We anticipate that this meeting will occur at City offices and that Engineer's project manager, project engineer and wetland scientist will attend. Engineer will document the meeting results. This activity assumes that projects at both sites (Arthur Court and Copper Creek Drive) will be discussed in a single meeting. The fee shown, however,is for the SW Copper Creek Drive site only. Products: • Nfinutes from Kick-off meeting • Topographic survey • Geotechincal report with recommendations for slope stabilization • Design Development submittal (as described above) • Design Development review meeting minutes TASK 2 - DETAILED DESIGN Objective: To begin the environmental permitting process and advance the design from feasibility to substantial completion (about 60%) and determine right-of-way requirements. Activities: 1. Prepare Environmental Permit Applications —Based on the approved design report and design development review meeting from Task 1, Engineer will begin the environmental permit process for both sites. Engineer will prepare a permit application for acquisition of a Nationwide 3 permit from the USAGE. The SW Copper Creek Drive project scope meets the exemption definition listed under maintenance or reconstruction of water control structures for a state removal/fill process and therefore no state permit is required. Engineer will prepare a CWS Simplified Site Assessment application that includes the Sensitive Area Certification Form and a brief Natural Resources Assessment which will include a description of the landscape setting, topography, land use, proposed development, sensitive area and vegetated corridor assessment and a site plan. The Simplified Site Assessment will be prepared in accordance with Chapter 3 of the Clean Water Services Design and Construction Standards. Figures showing the boundaries of vegetated corridors, data sheets, and site photographs will be included. Engineer will submit the Simplified Site Assessment to CWS for a Service Provider Letter for the project. This activity assumes that related work for the SW Arthur Court site will be performed at the same time. However, the fee shown for this task is for work related to the SW Copper Creek site only. 2. Prepare Detailed Design — Based on the approved design report from Task 1 Engineer will advance the drawings to approximately 60% completion. Initially design refinements will be made to incorporate any comments received from the design development review meeting. In addition major details will be developed for key design features. These details will lead to refinements in 2013 ESA -Copper Creek Slope Stability 12 1 1' a g e proposed grading and dimensioning. The plan will evaluate construction access and the need for temporary construction easements if required (see Optional Activities under Task 3). The Detailed Design submittal will also update planting plans and the plant palette for the refined plan. Special specifications will be developed for: a) the structural earth wall / segmental block walls, b) temporary shoring, c) control and diversion of water, and d) other key design elements. 3. Detailed Design Submittal — Engineer will submit electronically (as PDFs) the products of this task which are anticipated to include: Title sheet (1), general notes sheet (1); standard erosion control sheets (4), site plan / project layout sheets (2), grading plans (2sheets), planting plans (2 sheets) and detail sheets (2) for designs at each project site. The submittal will include a brief letter report (2-3 pages) identifying revisions from the design development phase and remaining key issues for the design. The submittal will also include special specifications for key design elements (estimated at 10-20 pages) and an updated engineer's construction cost estimate. This activity assumes simultaneous preparation of a single set of construction documents covering two project sites. The fee shown, however,is for the SW Copper Creek Drive site only. 4. Attend Detailed Design Review Meeting — Engineer will coordinate and lead this meeting at City offices. The purpose of the meeting will be to discuss City comments to the Detailed Design submittal and the need, if any, for optional services in the next task (see Task 3). We anticipate that Engineer's project manager, project engineer and landscape architect will attend this meeting. Engineer will prepare documentation for distribution to attendees. This one meeting will cover City review comments for both sites, however, the fee indicated for this task assumes only the SW Copper Creek Drive site. Products: • CWS Site Assessment • Enhancement Plan • Detailed Design (60%) submittal (as described above) • Detailed Design review meeting notes TASK 3 - FINAL DESIGN Objective: Progress the design to approximately 90% completion and obtain temporary construction easements if required (see Optional Activities). Activities: 1. Prepare Final Construction Documents — Initially Engineer will incorporate any comments received from the City to the Detailed Design submittal. Construction contract documents will be progressed to near completion including all required details, general notes and special specifications for successful plan implementation. Planting plans and plant palette will be modified as required to fit final project configuration and permit requirements. Plans and special specifications will also be reviewed internally for conformance to geotechnical recommendations. If required by geotechnical or constructability constraints temporary construction easements will be prepared as an optional task (see below) based on project geometry as approved at the Detailed Design phase. (Note—this task assumes one set of final construction documents and that the City will prepare `boiler plate' construction contract documents such as: invitation to bidders, performance bond, payment bond, construction contract form, general conditions, and instructions to bidders.) 2013 ESA - Copper Creek Slope Stability 13 1 1' .i s e. 2. Submit Final Construction Documents — Engineer will submit the products of this task as follows: a) plans (8 full sets expected to be similar in layout to those described in Task 2,Activity 3) at near final completion (approximately 90%) will be submitted on full size sheets (22" by 34"), b) special specifications (8 full sets at 81/2 x 11 format), c) updated construction cost estimate (one copy, 81/2 x 11 format), d) bid tabulation (one copy, 81/2 x 11) and e) transmittal letter. This activity assumes simultaneous preparation of one set of construction drawings covering both project sites. The fee for this activity, however,is for the SW Copper Creek Drive site only. 3. Attend Final Design Review Meeting — Engineer will coordinate and lead one meeting at City offices to review construction documents for both sites. The purpose of the meeting will be to discuss City comments to the Final Design submittal. We anticipate that Engineer's project manager, project engineer and landscape architect will attend this meeting. Engineer will prepare documentation for distribution to attendees. The fee shown for this task is for the SW Copper Creek Drive site only. Products: • Final design submittal (as described above) • Notes from Final Design review meeting Optional Activities for the Final Design (if required): 1. Temporary construction easements — This is an optional task and the fee for this effort is not included in Engineer's base services fee. Engineer's subconsultant, Right-of-Way Associates (ROWA) will obtain up to 7 temporary construction easements (4 at Arthur Court and 3 at Copper Creek Drive) if required. Please see Appendix C for the full proposal by ROWA. TASK 4—CONSTRUCTION DOCUMENTS Objective: To incorporate requested revisions to the construction documents (100% complete), resolve conflicts,improve clarity and / or correct errors. Activities: 1. Incorporate Revisions — Engineer will make revisions, clarifications or corrections to the construction documents (i.e. drawings, special specifications, engineer's construction cost estimate and bid tabulation) as requested by the City. 2. Submit Final Construction Documents —This submittal is expected to be substantially similar to that described for Task 3, Activity 3 in terms of content and format. In addition to the physical copies of the plans and special specifications Engineer will provide electronic copies to the City for preparing the bid documents package. This task assumes the simultaneous preparation of one set of construction drawings for projects at two sites as discussed. The fee noted for this effort reflects only those costs associated with the SW Copper Creek Drive site. 3. Construction Documents Review Meeting — Engineer will coordinate and lead one meeting, covering both projects,in City offices to verify that requested revisions were made to the plans and that the construction documents package is acceptable to the City. The meeting will also finalize the bidding schedule (next phase). Fees shown for this task reflect the effort attributed to only the SW Copper Creek Drive site. 2013 ESA-Copper Creek Slope Stability 14 1 1'rt g e Products: • 100% complete construction documents • Notes from Construction Document Review fleeting TASK 5 - BID PHASE SERVICES Objective:Award construction contract to the lowest and best bidder. Activities: 1. Conduct Prebid Conference —This task assumes that one construction contract will be solicited for projects at two sites. Engineer's project manager will lead one prebid conference to be held consecutively at each project site. Engineer will prepare a brief summary of issues discussed at the prebid meeting. This task assumes that the City will advertise the project and make and distribute copies of the plans based on materials provided by Engineer in Task 4 above. 2. Prepare Bid Addendums — Engineer will prepare up to two bid addendums to clarify construction contract requirements. 3. Recommend Contract Award — Engineer will tabulate the bids and review the lowest bid for errors and compliance with the instructions to bidders. Engineer will verify with the City that the performance and payment bonds submitted by the lowest bidder meet City requirements. Engineer will prepare a letter recommending construction contract award to the lowest and best bidder. Products: • Brief summary of issues discussed at prebid meeting • Bid addendums (2 maximum) • Letter recommending award of construction contract TASK 6- CONSTRUCTION PHASE SERVICES Objective: Project construction in general conformance to the plans, specifications, and permits. Activities: 1. Preconstruction Conference —This task assumes that one construction contract will be awarded for projects at both sites. Engineer's project engineer will schedule and lead a preconstruction conference. The purpose of the meeting will be to establish lines of communication and to highlight important deadlines and required contractor submittals. Engineer will prepare a memo to the City documenting issues discussed at the preconstruction conference. 2. Respond to RFIs — Engineer's project engineer will respond to up to four requests for information (RFIs) total. This task assumes one construction contract is awarded for both projects and the indicated fee represents the effort attributed to the SW Copper Creek Drive project site. 3. Review Contractor Submittals — Engineer's project engineer will review submittals for conformance to construction document requirements. 2013 ESA - Copper Creek Slope Stability 15 1 l' a g c 4. Perform Occasional Construction Observations — We understand that the City will perform daily construction observations. Engineer's project engineer will perform occasional observations of construction progress to verify that work is proceeding in general conformance to the requirements of the plans and specifications. Observations will be made at milestones or at significant points in the progress of the work (e.g. commencement of excavations, establishment of construction bench, completion of earthwork at diversions, subgrade for structures, etc.). We anticipate 6 observations total will be performed. Each site visit will involve preparation of a standardized field visit report. 5. Review Payment Requests — Engineer will review payment requests in conjunction with the City's inspector. The City's inspector will inform Engineer of the types and quantities of materials on site at the time of each pay request. If Engineer has not visited the site over the period of the pay request then Engineer will visit the site (estimate up to two site visits for this purpose). The purpose of this review will be to verify that the work performed matches the quantities requested for payment. Engineer will prepare a letter to the City recommending up to four payment requests. Products: • E-mail message regarding issues discussed at preconstruction conference • Responses to RFIs • Responses to contractor submittals • Documentation of field observations • E-mail message regarding recommended payment requests TASK 7 - PROTECT CLOSEOUT Objective: City acceptance of completed improvements for maintenance. Activities: 1. Acceptance Punch List —This task assumes simultaneously closing out the project at both sites. At the contractor's request, and with the City's approval, Engineer will perform a site walk with the City's inspector at each project location to verify substantial project completion in accordance with contract requirements. During the site walk the engineer will note deficiencies to be corrected and materials or trash to be removed. Deficiencies will be itemized and provided to the contractor via e-mail message with a copy to the City. 2. Recommend Project Acceptance — After verification by the City's inspector that all punch list items are completed, Engineer will prepare a letter to the City recommending acceptance of the project. This activity assumes there are no outstanding claims or changes that have not been resolved. 3. Record Drawings — Engineer's will prepare record drawings of completed improvements based on redlines maintained by the contractor in accordance with construction contract requirements. Drawings will be transmitted to the City electronically as AutoCAD files. 4. Post Project Meeting— Engineer's project engineer will attend one post project meeting with the City and contractor to evaluate the project. This meeting will be called for and led by the City. Engineer's engineer will document issues raised at the meeting. 2013 ESA -Copper Creek Slope Stability 16 1 1' , c Products: • Acceptance punch list • Letter recommending project acceptance • Record drawings • Post project meeting notes FEE ESTIMATE Services will begin once the services agreement is fully executed. The total of all tasks itemized above is $27,331 and does not include the optional tasks noted. SCHEDULE 2012 2013 Task Name Jun July Aug Sep Oct Nov Dec Jan Feb Mar Ap May Jun Jul Aug Sep Oct Nov Notice to Proceed&Kickoff Mfg 1 Design Development 2 Detailed Design 3 Final Design 4 Construction Documents 5 Bid Phase Services 6 Construction Phase Services 7 Project Close Out Project Completion 7 Notes Milestone Activity Intermittent Activity, 2013 ESA-Copper Creek Slope Stability 17 :'