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WHPacific, Inc ~ C140072 City of Tigard 13125 SW Hall Blvd. CONTRACT CHANGE ORDER Tigard, Oregon 97223 Phone- (503) 639-4171 AMENDMENT SUMMARY FORM Fag- X03 684-7297 im . (" ) ww-w.ti and-or. ov Project Title: SW 72""Avenue/Dartmouth Street Project Manager: Mike McCarthy Contractor: WH Pacific Original Contract#: C140072 Effective 5/20/14 Chane Order/Amendment Amount: N/A Accounting String: 460-8000-56005-95035-140 Amendment Percentage Running Total: % AMENDMENT DETAILS Change in termination date only ACCOUNTS TO CHARGE UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMENDMENT Because punch list items from the contractorJ<-err) will not be com leted until the next paving season, the Construction Management contract needs to be extended to coincide with the Kerr's contract. REQUESTING PROJECT MANAGER APPROVINCrqlTY 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 flus 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 CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT CONSTRUCTION MANAGEMENT- SW 72NDAVE AND SW DARTMOUTH ST INTERSECTION IMPROVEMENT C140072 AMENDMENT #1 The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and WH Pacific, Inc, hereinafter referred to as Contractor, entered into on the 20'b day of May, 2014,is hereby amended as follows: 2. Effective Date and Duration This agreement shall become effective upon the date of execution and shall expire, unless otherwise terminated or extended, upon completion of the work or Deeembef- 31,, 2001-4, June 30, 2015, whichever comes first. 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. CITY OF TIGARD WH PA�IFIC INC {� d f Signature Signature M � t Wkse4- Printed Name Printed arae Date Date II i I CITY OF TIGARD, OREGON- CONTRACT SUMMARY FORM THIS FORMMUST ACCOMPANY EVERY CONTRACT Contract Title: Construction Management - 72 d Ave/Dartmouth Number: C140072 St Intersection Improvements Contractor: WHPacific, Inc. Contract Total: $160,000.00 Contract Overview: Professional sell-ices to assist with construction inanagement of the 72 d Avenue Dartinouth St. Intersection iinprovements. Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low Risk Reduction Steps: Risk Coinments: Risk Signature: Contract Manager: Steve Schalk Ext: 2470 Department: PW/Engineering Type: ❑ Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement ❑ IG.A ® Other: Engineering Svs. Start Date: X20/14 End Date: 12/31/14 Quotes/Bids/Proposal: FIRM SCORE WHPacific, Inc. 341 OTAK. Inc. 334 Account String: Fund-Division-Account Work Order—Activily T=e Amount FY13-14 460-8000-56005 95035-140 $45.000.00 FY14-15 460-8000-56005 95035-140 $115,000.00 Approvals - LCRB Date: 5-13-14 Department Continents: Department Signature: tk� &? I2t 114 Purchasing Comments: L<W Purchasing Signature: City Manager Comments: Citv Manager Signature: After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. r Contract Numbers/`-C w-)a CITY OF TIGARD,OREGON ENGINEERING SERVICES AGREEMENT CONSTRUCTION MANAGEMENT— SW 72NDAVE AND SW DARTMOUTH ST INTERSECTION IMPROVEMENT THIS AGREEMENT, made and entered into this 20"' day of May, 2014, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and WHPacific, Inc,whose authorized representative is Wayne Bauer, 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 2013-2014 budget provides for construction management services for the SW 72"d Ave and SW Dartmouth St Intersection Improvement project; 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 ScoFe 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 A, 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, upon completion of the work or December 31, 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 A 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 B 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 One Hundred Sixty Thousand and 00/100-Dollars ($160,000.00)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 B 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, famishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury 21Page. ESA Template—Revised 11/19/2013 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 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 fiirnished, at no additional cost, one set of previously approved reproducible drawings as well as storage device such as thumb drive or sd card 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 fi,rnish 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 31Page. ESA Template—Revised 11/19/2013 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. 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, axe 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 shall obtain, prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee though the end of the calendar year. 4 1 P a g e ESA Template—Revised 11/19/2013 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 agrees and shall indemnify, defend, save and hold harmless the City of Tigard, its officers, employees, agents, and representatives 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 in performance of this contract at both trial and appeal level, whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies.. 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 agrees and shall indemnify, defend, save and hold harmless the City of Tigard, its officers, employees, agents, and representatives 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 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 in performance of this contract. 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 in performance of this contract. 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 risks arising directly or indirectly out of Engineer's activities or work hereunder, including the operations of its 51Page. ESA Template—Revised 11/19/2013 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 Engineer's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (CG 2010 1185 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 $3,000,000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $2,000,000 Fire Damage (Any one fire) $50,000 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 $2,000,000, or the equivalent. Annual aggregate limit shall not be less than $3,000,000 and filed on a"claims-made" form. C. Commercial Automobile Insurance Engineer shall also obtain, at Engineer'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 velvcles. The Combined Single Limit per occurrence shall not be less than$2,000,000. If Contractor operates a personally-owned vehicle for business use under this contract, the Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the contract, business automobile liability coverage for all owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence shall not be less than$2,000,000. 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 6 1 P a g e ESA Template—Revised 11/19/2013 not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than$1,000,000 each accident E. Additional Insured Provision All policies aforementioned, other than Workers' Compensation and Professional Liability, shall include the City its officers, employees, agents and representatives as additional insureds with respect to this contract. Coverage will be endorsed to provide a"per project" aggregate. F. Extended Repogi a 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., All policies of insurance must be written by companies having an A.M. Best rating of"A VII" or better, or equivalent The City reserves the right to reject all or any insurance carriers)with an unacceptable financial rating. H. Self-Insurance The City understands that some Contractors may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If the Contractor is self-insured for commercial general liability or automobile liability insurance the Contractor must provide evidence of such self-insurance. The Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. .The City reserves the right in its sole discretion to determine whether self-insurance is adequate. I. Certificates of Insurance As evidence of the insurance coverage required by the contract,the Engineer shall famish a Certificate of Insurance to the City. No contract shall be effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions wid-�n this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the address below prior to coverage expiration. J. Independent Contractor Status Tlie service or services to be rendered under this contract are those of an independent contractor. Contractor is not an officer, employee or agent of the City as those terms are used in ORS 30.265. 7 1 P a g e ESA Template—Revised 11/19/2013 K. 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.. L. 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. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd Tigard, Oregon 97223 At the discretion of the City, a copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company may be required to be forwarded to the above address. Such policies or certificates must be delivered prior to commencement of the work. 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. 8 1 P a g e ESA Template—Revised 11/19/2013 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 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. 9 1 Page ESA Template—Revised 11/19/2013 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 WHPACIFIC,INC _Attn: Steve Schalk Attn:Wayne Brauer Address: 13125 SW Hall Blvd. Address: 9755 SW Barnes Rd Ste 300 Tigard, Oregon 97223 Portland OR 97225 Phone: (503) 718-2470 Phone: (503)626-0455 Fax: (503) Fax: (503)526-0775 Email: steves@tigard-or.gov Email: Wbauer(a whpacific.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. After such consultation, the Engineer shall have seven (7) 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 not 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 patties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine 10 Page ESA Template—Revised 11/19/2013 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 659A.142, 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's Project Manager 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 279A,279B,and 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 pro posal 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. 111Page ESA Template—Revised 11/19/2013 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 allrecords 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,including the exhibits,is intended both as a final expression of the Agreement between the Parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibits, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B,Exhibit A shall control. No 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 Engineer has executed this Agreement on the date hereinabove first written. Awarded by Tigard's Local Contract Review Board at their May 13,2014 meeting. CITY OF TIGARD WHP IFIC,INC By: Marty Wine, City Manager By: Auth rued Contractor Representative /L Date Date 121Page ES?,Template—Revised 11/19/2013 EXHIBIT A SCOPE OF SERVICES The Engineer shall render professional engineering services as described below: Background The 72nd Ave / Dartmouth St Intersection is currently configured as an `all-wap-stop' resulting in traffic congestion especially during peak commute hours. 72nd Ave south of the intersection is very narrow and lacks sidewalks or bike lanes and is in need of widening. Adjacent proposed private developments have been conditioned to install a traffic signal at this intersection, but these conditions do not include all of the elements necessary to complete the intersection and street widening. Street widening will occur as part of this project. The City and the Engineer of Record have designed improvements to complete the five lane improvements in all directions. The design of the intersection has been completed to add to the interim improvements resulting in the ultimate improvement for the intersection. Reference Documents—available upon request. • Construction Drawings dated March 19, 2014. P ose The City of Tigard is seeking proposals for professional services to assist with the construction management of this intersection improvement project. A. ROLES AND RESPONSIBILITIES CITY The City Project Manager is the primary point of contact for Consultant. The City PM has the authority to review and accept all Consultant deliverables. The City PM may distribute deliverables to appropriate City personnel for review and approval. As owner of the facility, the City has overall authority in scope, schedule and budget of the Project. City is responsible for the following: Management of the overall project Coordination with property owners regarding development Coordination with property owners regarding right-of-wap and easement dedication Review and approval of stages of the design CONSULTANT The contract work scope includes construction management and support only. This contract allows for full construction management, coordination with City staff who are completing the inspection, verification of the accuracy of construction, and other assistance during the construction phase. 13 1 Page ESA Template—Revised 11/19/2013 B. DELIVERABLES AND MEETING OVERVIEW Deliverables All deliverables to be submitted to City or designee unless otherwise noted.All deliverables must be submitted electronically (if prepared electronically) and in hard copy. City may designate an FTP site for submittal of electronic deliverables. Meetings Consultant shall schedule, attend, participate in and facilitate all Project meetings. Consultant shall prepare agendas and distribute at least 2 business days prior to meeting date (unless stated otherwise in a particular task, or if other timeframe is approved). Consultant shall prepare meeting summaries and distribute. C. WORK TASKS Consultant is responsible for all tasks, subtasks and deliverables identified in this SOW unless specifically stated otherwise. Consultant shall provide all labor, equipment and materials to manage, coordinate,and complete the work. TASK 1.0—CONTRACT ADMINISTRATION This activity is continuous throughout the duration of the Project. Consultant shall guide and direct the overall processes and Project Team in conformance with the Project's goals and objectives. Consultant shall monitor progress of the Project. Task 1.1 WOC Administration Consultant shall provide leadership, direction and control of work tasks within this WOC during the bid and construction phase including: • Direct team with regard to overall Project activities and team meetings. • Maintain liaison and coordination with City staff to facilitate timely, efficient operations for all involved. Consultant shall provide leadership, direction and control of work tasks within this WOC during the bid and construction phase including: Task 1.2 Status Reports and Schedule Updates Consultant shall prepare a monthly invoice and status report to show progress throughout the duration of this WOC. Consultant shall submit the monthly invoice and status reports to the city project manager. Deliverables • Monthly Project Status Reports and Invoice TASK 2.0—CONSTRUCTION MANAGEMENT AND SUPPORT Subtask 2.1- Construction Management and Inspection The City will complete the construction administration of the project, which includes review of quantities and payments and coordinating with adjacent property owners. Consultant will assist with construction by completing the construction management and coordinating the inspection, which 141Page ESA Template—Revised 11/19/2013 i includes organizing the pre-construction conference, monitoring site inspection and reporting and documenting the quality of the construction. City staff will complete the construction inspection as directed by the City PM. Consultant will coordinate with them to obtain inspection reports and document the quality standards have been met. 2.1.1- Pre-Construction Conference Consultant shall prepare for and lead the preconstruction meeting with the City and Contractor, and Utility companies and others as may be appropriate. Consultant shall consult with the Contractor and the City to determine participants and schedule the pre-construction meeting at an agreeable time. Consultant shall: • Schedule Meeting. • Prepare and distribute the meeting agenda and minutes. • .Attend, facilitate and participate in meeting. Deliverables: • ' Meeting Agenda — 1 copy to each meeting attendee and the City 4 business days prior to the scheduled meeting • Meeting minutes—1 copy to each meeting attendee and the City within 1 week of the meeting 2.1.2- Construction Contract Administration Consultant shall provide day-to-day administration of the construction contract Consultant shall: • Monitor overall Project budget and costs included in the Project authorization. • Monitor and evaluate the construction schedule to determine whether the Contractor is proceeding in a manner to ensure timely Project completion in conformance with the contract documents. • Prepare and submit minutes of progress meetings to the City. • Measure and document construction quantities for monthly pay estimates (Pay Notes). • Each month,provide copies of Pay Notes (up until the last day of the month) to the City. o Generate a monthly Pay Estimate, print it out and review it with the Contractor for concurrence on quantities being paid for the previous months work. o No later than the 5t' calendar day of the month, provide a monthly Pay Estimate summary to the City for progress payment. • Document Contractor's performance and progress on construction. • Measure and document final construction quantities. • Maintain documentation and update all reports on an on-going basis. Deliverables • Monthly Pay Estimate for construction activities • Monthly quantities sent to the City by the 5t" calendar day of the month following each month in which Contractor's work was performed 151Page. ESA Template—Revised 11/19/2013 2.1.3 - Project Progress Meetings Consultant shall conduct Project progress meetings with the Contractor and others as needed. The Project progress meetings are intended to assure Project is progressing effectively, that the Project working relationships are effective, and that issues are being addressed and resolved. Consultant shall: • Schedule Project progress meetings as needed. Project progress meetings are normally held weekly during active construction periods,but may be held less frequently during periods of low construction activity. • Prepare agendas and inform attendees. • Attend and participate in meetings. • Record and distribute meeting minutes. Deliverables • Meeting agendas— 1 copy to each attendee and 1 copy to City 2 business days prior to scheduled meeting • Meeting minutes— 1 copy to each attendee and 1 copy to City within 1 week of meeting ASSUMPTIONS: Construction meetings axe assumed to be weekly (during active construction) and bi-monthly (during less active construction). Construction meetings may also be attended by a design team member as requested to resolve design issues. 2.1.4- Shop Drawing and Submittal Review Consultant shall review construction shop drawings and working drawings submitted by the Contractor. Consultant shall log in the submittal when it arrives, track the submittal to ensure timely response, and log out the reviewed submittal when it is returned to the Contractor. Consultant shall: • Maintain one of the as-submitted copies in the Project files. • Conduct review and prepare 5 mark-up/comment copies of the shop drawing. Drawings must be stamped, signed and dated by Engineer of Record and marked as either "Approved Without Change", "Approved With Comments",or"Rejected and Resubmit". • Include construction contract number on all shop drawings. Consultant shall review the following submittals as required using the guidelines in ODOT's Construction Manual: • Contractor's construction schedule • Erosion Control Plan • Pollution Control Plan • Others as required by construction contract specifications Deliverables: • Approved return shop drawings with comments— ➢ 1 copy to City (email pdo 161Page. ESA Template—Revised 11/19/2013 ➢ 2 copies (1 for field and 1 for home office) to Contractor within time frame established in Construction Contract specified requirements ➢ 1 copy maintained in Project files • File of all reviewed submittals retained by Consultant 2.1.5 - Design Modifications If Consultant or Contractor determines that design modifications may be necessary, Consultant shall discuss potential changes with City prior to verbally agreeing on changes with Contractor or preparing Change Order documents. Upon request by the City, Consultant shall coordinate the preparation of detailed engineering design revisions with the Engineer of Record. These design revisions must be accompanied by the necessary Change Order documents to make them a part of the construction contract. Deliverables: • Coordinate obtaining design details for appropriate changes to Project design with the Engineer of Record. • Draft Change Order documents with supporting documents (cost estimate and justification) submitted to City at date agreed to when work was requested. 2.1.6 - Claim(s) Support If authorized by City, Consultant shall provide support to City to comply with any and all claims submitted by the Contractor as specified in Section 00199 —Disagreements, Protests and Claims in the Oregon Standard Specifications for Construction 2002. Consultant tasks for claim(s) support may include but are not limited to: • Preparation of memoranda and supporting documentation (photo logs, inspection reports, memos, drawings, etc) related to claims • Consultation related to claims (in person,via telephone or email). • Attendance at resolution meetings. Deliverables The deliverables for claim(s) support may include but are not limited to: • Memoranda and supporting documentation (photo logs, inspection reports, memos, drawings, etc) related to claims • Consultation related to claims (in person,via telephone or email) • Attendance at resolution meetings Task 2.2- CONSTRUCTION MONITORING/INSPECTION The City shall provide necessary on-site inspection of construction for conformance with contract documents. Consultant shall monitor and coordinate closely with the City and Contractor to assure on-site inspections do not adversely impact the construction schedule. Inspections must occur at critical times during the construction process as identified by Consultant and as outlined in the Construction Manual, the Manual of Field Test Procedures and the ODOT Inspectors Manual. Consultant shall verify the city inspector is on site during all critical times during the construction process. Consultant shall monitor the Contractor's quality control process to assure they are meeting the construction contract requirements. 171Page ESA Template—Revised 11/19/2013 2.2.1- Work Zone Monitoring City staff shall monitor the following for compliance to construction contract requirements: • Permit compliance during construction • Temporary Traffic Control measures • Erosion Control installation and maintenance Consultant and City inspectors shall review the compliance. A Notice of Non-Conformance to will be submitted City of items not in compliance of construction contract requirements within 4 business hours of identifying non-compliance. 2.2.2- Construction Activity Monitoring City shall monitor construction activities during construction of the Project utilizing qualified, inspectors. Consultant shall coordinate with inspectors the compliance of the Contractor's operation with the construction documents. Consultant shall coordinate on-site inspections with the construction schedule. Inspections shall be performed as detailed in the Construction Manual and the ODOT Inspectors Manual. General Daily Progress Reports shall be prepared of construction for each day City inspection staff members are on site. City inspectors shall take photos of the various construction activities and keep a current digital photo-log of critical construction activities. The photo-log must be kept up to date throughout construction and available for review. Photos shall be organized by Date of work. Consultant shall notify Contractor and City of any non-compliance issues. Consultant shall direct a Notice of Non-Conformance (see Attachment D) to the City,within 4 business hours of discovering that materials, work practices or work products are non-compliant. with requirements of the construction contract documents. Deliverables: Consultant shallreview that city inspectors provide the following: • General Daily Progress Reports of construction for days in which city inspectors are on site. • Current Digital Photo-log of construction activities. • Digital data of Project photos. • Field Inspection Reports as required by the Construction Manual and the Non-field Tested Materials Acceptance Guide. Maintain a test summary notebook throughout the Project and keep available for review. Submit to City with final Project documentation. • Notice of Non-Conformance, Attachment D (submit to City within 4 business hours of the finding of non-conformance.) 2.2.3 - Quality Control Monitoring Consultant shall monitor the Contractor's Quality Control program to assure it meets the requirements of the Manual of Field Test procedures. Quality Assurance testing will also be completed and coordinated as part of this contract. Consultant will contract with a subconsultant fine to complete this testing to assure the CC's testing results are reported accurately. Consultant 181Page ESA Template—Revised 11/19/2013 shall coordinate with flze City and CC to resolve any discrepancies between die CC testing from the verification testing. Consultant shall: • Maintain a Field Tested Materials Test Summary notebook as detailed in the Construction Manual and the Manual of Field Test Procedures. • Provide Notice of Non-Conformance to City immediately (within 4 business hours) upon finding materials and/or workmanship which do not meet construction contract requirements. • Prepare Quality price adjustments as necessary for materials. Work included in the Quality Assurance testing task includes: • Communicate with the Quality Assurance testing firm to assure timeliness and efficiency in the verification testing work. • QA testing firm will test materials supplied and compaction periodically throughout the project completion. • Compare Contractor's quality control test results to City's verification test results to assure they are within Independent assurance parameters. • Work with City to resolve any discrepancies between Contractor's quality control test results and the verification test results. Deliverables: • Test summaries and other Project Quality Documentation available for review throughout the Project. Submit to City with final Project documentation • Notice of Non-Conformance (submit to City within 4 business hours of the finding of non- compliance.) Subtask 2.4 - Survey verification Coordinate with the Engineer of Record to have construction control set for use by the Contractor. Monitor the accuracy of construction by verifying the accuracy of the construction survey at key locations. This includes retaining walls, signal poles and curb grades and ramps. Subtask 2.5-As-Built Preparation Coordinate with the Contractor and city staff to maintain documentation of as-built information. Provide this information to the Engineer of Record and coordinate completion of the As-Built plans. Review and approve the final As-Built plans upon completion of construction. 191Page ESA Template—Revised 11/19/2013 EXHIBIT B ENGINEER'S PROPOSAL 201Pag ESA Template—Revised 11/19/2013 I Bauer Rehm. Tmong Haffner Jenkins Tappana Smyth Gillies!Davis Storey Grubbs Armstrong Kossler Baune Archibald City of Tigard-SW 72nd Ave/SW Construction Ssultant I Project Manager Project Engineer Drainage EnDineerConstructioStructuralion Manager Proleci Designer Structural Engineer Landscape Architect Wetland Biologist Sr.Proj Surveyor Survey Tech Survey Party Chief Survey Field Tech Projed Asslstam WHPacific Costs Dartmouth St Signalization Structural Designer costuoconTotal Costs- Contract Amendment 2 COTFileWorkOrderAgreement S 96.00 S 5 _ S 7115 80.00 5 100' 178.00 S S 85.00 S 6E 6800 Total Subtotal Exoenses Total KAI Hrs. Cost Hrs. Cosi Hrs. Cosi Hrs Cosi Hrs, Cost Hrs. Cosi Hrs. Cost His Cost Hrs. Cost Hrs Cost Hrs. Cos± y Hrs. Cost Hrs. Cost Hrs Cost Hours Labor Costs ESTIMATED BUDGET ASK-T; s Contract Management Task 1.1 Project Management and Coordination 40 $ 7,840.00 $ Is $ _ $ $ $ $ $ $ $ $ $ _ $ 40 $ 7,840.00 $ 7,840.00 $ $ 7,840.00 1.2 Status Reports,Schedule and Invoices 16 $ 3,136.00 $ Is $ - $ $ $ $ $ $ $ $ $ 56 $ 3,808.00 72 $ 6,944.00 $ 6,944.00 $ $ 6,944.00 1.3 Meetings 12 $ 2,352.00 20 $ 2,920.00 8 $ 896.00 12 $ 1,800.00 $ $ $ $ $ $ $ $ $ $ - 52 $ 7,968.00 $ 80.00 $ 8,048.00 $ $ 8,048.00 $ $ $ $ 0 $ $ $ Total Task 1 68 $ 13,328,00 20 $ 2,920.00 8 $ 896.00 12 $ 1,800.00 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 56 $ 3,808.00 164 $ 22,752.00 $ 80.00 $ 22,832.00 $ $ 22,832.00 TASK i Sub- 'Construction Support and As-Built Preparation 2 Task 2.1 Construction Management and Inspection 2.1.1 Pre Construction Conference 4 $ 784.00 4 $ 584.00 $ 6 $ 900.00 $ $ $ $ $ $ $ $ $ $ 14 $ 2,268.00 $ 20.00 $ 2,288.00 $ 2,288.00 2.1.2 Construction Contract Administration $ - $ - $ - 260 $ 39,000.00 $ - $ - $ - $ _ $ _ $ _ $ _ $ _ $ _ $ - 260 $ 39,000.00 $ 39,000.00 $ 39,000.00 2.1.3 Project Progress Meetings 4 $ 784.00 16 $ 2,336.00 $ 60 $ 9,000.00 $ $ $ $ $ $ ; $ $ $ 80 $ 12,120.00 $ 140.00 $ 12,260.00 $ 12,260.00 2.1.4 Shop drawings and Submittal Reviews 4 $ 784.00 20 $ 2,920.00 12 $ 1,344.00 72 $ 10,800.00 $ - 20 $ 2,640.00 8 $ 888.00 $ - $ - $ $ $ $ $ 136 $ 19,376.00 $ 19,376.00 $ 4,000.00 $ 23,376,00 2.1.5 Design Modifications 2 $ 392.00 16 $ 2,336.00 12 $ 1,344.001 26 $ 3,900.00 20 $ 1,740.00 16 $ 2,112.00 8 $ 888.00 8 $ 640.00 8 $ 800.00 Is $ $ $ s 108 $ 14,152.00 $ 14,152.00 $ 14,152.00 2.1.6 Claim Support 3 $ 588.00 8 $ 1,168.00 $ - 10 $ 1,500.00 $ $ - $ - $ _ $ _ $ $ $ $ is 21 $ 3,256.00 $ 3,256.00 $ 3,256.00 Subtotal Task 2.1 17 $ 3,332.00 64 $ 9,344.00 24 $ 2,688.00 434 $ 65,100.00 20 $ 1,740.00 36 $ 4,752.00 16 $ 1,776.00 8 $ 640.00 8 $ 800.00 0 $ 0 $ 0 $ 0 $ 0 $ 619 $ 90,172.00 $ 160.00 $ 90,332.00 $ 4,000.00 $ 94,332.OD 2.2 Construction Monitoring and Inspection 2.2.1 Work Zone Monitoring $ - $ - $ - 20 $ 3,000.00 $ - $ - $ - $ - $ _ $ $ $ $ $ 20 $ 3,000.00 $ 200.00 $ 3,200.00 $ 3,200.00 2.2.2 Construction Activity Monitoring $ $ $ 64 $ 9,600.00 $ $ $ $ $ $ $ $ $ $ 64 $ 9,600.00 $ 400.00 $ 10,000.00 $ 10,000.00 2.2.3 Quality Control Monitoring $ $ $ 20 $ 3,000.00 $ $ $ $ $ $ $ $ $ $ 20 $ 3,000.00 $ 3,000.00 $ 3,000.00 Subtotal Task 2.2 0 $ 0 $ 0 $ 104 $ 15,600.00 0 $ 0 $ 0 Is 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 104 $ 15,600.00 $ 600.00 $ 16,200.00 $ - $ 16,200.00 2.3 Engineering design support/design changes 4 $ 784.00 12 $ 1,752.00 12 $ 1,344.00 16 $ 2,400.00 12 $ 1,044.00 6 $ 792.00 $ $ $ $ $ $ $ $ 62 $ 8,116.00 $ 8,116.00 $ 8,116.00 2.4 As-Built Preparation 2 $ 392.00 8 $ 1,168.00 6 $ 672.00 6 $ 900.00 20 $ 1;740.00 4 $ 528.00 $ $ $ 8 $ 944.00 8 $ 680.00 16 $ 1.360.00 16 $ 1,104.00 $ 94 $ 9,488.00 $ 200.00 $ 9,688.00 $ 2,200.00 $ 11,888.00 2.5 Survey Verification 2 $ 392.00 4 $ 584.00 $ - 5 $ 750.00 $ - $ $ $ $ 8 $ 944.00 8 $ 680.00 20 $ 1,700.00 20 $ 1.380.00 $ 67 $ 6,430.00 $ 200.00 $ 6.630.00 $ 6,630.00 Total Task 2 25 $ 4,900.00 88 $ 12,848.00 42 $ 4,704.00 565 $ 84,750.00 52 $ 4,524.00 46 $ 6,072.00 16 $ 1,776.00 8 $ 640.00 8 $ 800.00 16 $ 1,888.00 16 $ 1,360,00 36 $ 3,060.00 36 $ 2,484.00 0 $ 946 $ 129,806.00 $ 1,160.00 $ 130,966.00 $ 6,200,00 $ 137,166.00 Total Labor Hours Tasks 1-2 93 108 50 57T 52 46 16 8 8 16 16 36 36 56 1110 Total Cost(All Work Except Contingency Tasks 4.00 $ 6,072.00 152,558.00 ; 1,240. 83,798.00 $ 8, LFMontra FY 201}14201472nd D,ft,uth CM 3-11,2014 ESA-Ded=Wh 72nd Inl,re Ua,eM-Goal 511k update 5-19.14x1, page1 52=014