Capitol Asset & Pavement Services, Inc ~ C160021 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORM MUS T ACCOMPANY EVERY CONTRACT
Contract Title: Pavement Condition Assessment Services Number: 5'
Contractor. Capitol Asset&Pavement Services, Inc. Conact Total: 114.£50
Contract Ov-ervieu Rate pavement on existing Tim d st:teets in accordance with Streetsav,er pax ement
management program methodology and upload ratings to Streetsaver for evaluation
of existing pati ement and planning of futu e projects.
Initial Risk Level: ❑ Eltretne ❑ High ❑ Moderate 0, Loa
Risk Reduction Steps: Standard insurance cox-era=s are in place:u ork product is preluninai--planning data.
Risk Comments:
Risk.:Signature:
Contract Manages: Mike McCarthy 1~.:-:t 2462 Department: PXX/Engineering
Twpe ❑ Puichase Agreement ® Personal Seivice ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: 9/30/15 End Date: 6/30/16
(:uotes/Bids/Proposal- FIRM AMOUNT/SCORE
Capitol.asset&Pavement Services, Inc. 114,850
kccotmt String: Fund-Division-Account Work Order—Actha4 Type Amount
FY 15/16 412-8000-56005 95001-130 114,850
Approvals - LCRB Date:
Department Comments- Direct appoint,contract under 120,000
Department Signature: /
Purchasing Comments:
Purchasing Signature:
Citv Manager Comments:
City-Manager Signature.
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract#C )to
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
PAVEMENT CONDITION ASSESSMENT SERVICES
THIS AGREEMENT, made and entered into this 30`t' day of September, 2015, by and between
the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Capitol Asset
and Pavement Services,Inc.,hereinafter referred to as the "Consultant."
RECITALS
WHEREAS, the City's 2015-2016 fiscal year budget provides for pavement management services
for the pavement condition assessment project;and
WHEREAS,the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City;and
WHEREAS, the City desires to engage the Consultant to render professional pavement
management services for the project described in this Agreement, and the Consultant 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. Consultant's Scope of Services
The Consultant shall perform professional pavement management 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 by the City's Local Contract
Review Board, and shall expire,unless otherwise terminated or extended, on completion of the
work or June 30, 2016 whichever comes first. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
3. Consultant'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 Consultant 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
Fourteen Thousand Eight Hundred Fif y and No/100 Dollars ($14,850.00) without
prior written authorization.
2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of
Sen-ices to be provided by the Consultant 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 Consultant's compensation will
not be adjusted unless the Scope of Services to be provided by the Consultant
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 Consultant periodically, but not more frequently than monthly.
Payment by the City shall release the City from any further obligation for payment to the
Consultant 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 Consultant 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 Consultant 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 Consultant shall be subject to audit by the City. The Consultant 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 Consultant 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) Consultant shall pay to the Department of Revenue all sums withheld from
employees pursuant to ORS 316.167.
2) Consultant 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) Consultant 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
Consultant or all sums which Consultant agrees to pay for such services and all
moneys and sums which Consultant collected or deducted from the wages of
employees pursuant to any law, contract or agreement for the purpose of providing
or pa;ing for such service.
4) The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract.
5) Consultant shall make payments promptly, as due, to all persons supplying services
or materials for work covered under this contract. Consultant shall not permit any
lien or claim to be filed or prosecuted against the City on any account of any service
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or materials furnished.
6) If Consultant fails, neglects or refuses to make prompt payment of any claim for
labor,materials, or services furnished to Consultant, 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 Consultant. The
payment of the claim in this manner shall not relieve Consultant 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 Consultant; however,
the City shall be furnished, at no additional cost, one set of previously approved
reproducible dray:-ings, on 3 mil minimum thickness mylar as well as 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 Consultant in any way the City deems
necessary.
B. The City shall make copies, for the use of and without cost to the Consultant,of all of its
maps, records, laboratory tests, or other data pertinent to the work to be performed by
the Consultant 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 Consultant 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 Consultant 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, Consultant shall be fully responsible for the acts or omissions of any
subcontractors and of all persons employed by them, and neither the approval by City of any
subcontractor nor anything contained herein shall be deemed to create any contractual relation
between the subcontractor and City.
6. Consultant is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Consultant's work product is satisfactory and consistent with this agreement, but
Consultant is not subject to the direction and control of the City. Consultant 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. Consultant is an independent contractor and not an employee of City. Consultant
acknowledges Consultant's status as an independent contractor and acknowledges that
Consultant is not an employee of the City for purposes of workers compensation law,
public employee benefits lave-, or any other law. All persons retained by Consultant to
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provide services under this contract are employees of Consultant and not of City.
Consultant 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 Consultant 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 Consultant under
the terms of the agreement, to the full extent of any benefits or other remuneration
Consultant 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 Consultant or to a third party) as
a result of said finding.
C. The undersigned Consultant 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 Consultant, 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, Consultant 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. Consultant 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. Consultant 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.
G. Consultant 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 Consultant as a
material inducement to enter into this Agreement. Consultant 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 Consultant's
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
Consultant's work by the City shall not operate as a waiver or release. .Acceptance of
documents by City does not relieve Consultant of any responsibility for design
deficiencies,errors or omissions.
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B. Claims for other than Professional Liability. Consultant 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 actiti-ities of Consultant 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. Consultant 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
Consultant or its subcontractors, sub-consultants, agents or employees in performance
of professional services under this agreement. Any work by Consultant 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
Consultant, 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 Consultant
unrelated to the quality of professional services provided by Consultant in performance
of this contract.
8. Insurance
Consultant 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 Consultant'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 Consultant and its subcontractors shall
provide at least the following limits and coverages:
A. Commercial General Liability Insurance
Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this
contract, Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (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:
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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
Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this
contract, Professional Liability Insurance covering any damages caused by any actual or
alleged negligent act, error or omission in the rendering of or failure to render Professional
Services. 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
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of
the contract(Symbol 1 or Symbols 8 and 9 as applicable) Commercial Automobile Liability
coverage on an"occurrence" form including coverage for all owned,hired,and non-owned
vehicles. The Combined Single Limit per occurrence shall not be less than$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 Consultant, 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. Consultants who perform work without the assistance or labor of any employee need
not obtain such coverage. This shall include Employer's Liability Insurance with coverage
limits of not less than$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 vith 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 Consultant's insurer will provide
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such if less than 24 months. Consultant 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 Consultant 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 carrier(s)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 Consultant shall fi mish
a Certificate of Insurance to the City. No contract shall be effecth e until the required
Certificates of Insurance have been received and approved by the City. The certificate will
specify and document all provisions within 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
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
K. Primary Coverage Clarification
The parties agree that Consultant's coverage shall be primary to the extent permitted by law.
The parties fixrther 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:
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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 Consultant's liability
hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount
of any damage,injury,or loss caused by negligence or neglect connected with this contract.
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 Consultant. If City terminates the contract pursuant to this
paragraph,it shall pay Consultant 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 Consultant,
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 Consultant, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked,or not renewed.
4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant, if a receiver or trustee is appointed for Consultant, or
if there is an assignment for the benefit of creditors of Consultant.
Any such termination of this agreement under paragraph (A) shall be without prejudice
to any obligations or liabilities of either parry already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Consultant, may
terminate the whole or any part of this Agreement:
1) If Consultant fails to provide services called for by this agreement within the time
specified herein or any extension thereof,or
2) If Consultant 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
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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 Consultant 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 Consultant 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), Consultant 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 Consultant 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 Consultant. 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 Consultant 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 CAPITOL.ASSET&PAyEMENT SERVICES
Attn: Mike McCarthy, Sr.Proj Engineer Attn: Joel Conder,Sr. Project Manager
Address: 13125 SW Hall Blvd. Address: PO Box 7840
Tigard,Oregon 97223 Salem, Oregon 97303
Phone: (503) 718-2462 Phone: (503) 689-1330
Email: mikem higard-or.gov Email: iconder@a,capitolasset.net
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 who 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
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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 Consultant, which does not represent clients on matters contrary to City interests.
Further, Consultant shall not engage services of an Consultant and/or other professional who
individually, or through members of his/her same firm,represents clients on matters contrary
to City interests.
Should the Consultant represent clients on matters contrary to City interests or engage the
services of an Consultant and/or other professional who individually, or through members of
his/her same firm, represents clients on matters contrary to City interests, Consultant shall
consult with the appropriate City representative regarding the conflict.
After such consultation, the Consultant shall have seven ( ) 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 Consultant shall be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled, including but not restricted to, 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
Consultant agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statues, rules, and regulations. Consultant also shall comply with the
Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative
rules established pursuant to those laws. All facilities designed by Consultant under this
contract shall be designed to be readily accessible to and usable b;individuals with disabilities
as required by the Americans v ith Disabilities Act.
17. Errors
Consultant 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
Consultant 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
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Consultant 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
Consultant 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
proposal conflicting herewith.
22. Access to Records
City shall have access to such books, documents, papers and records of Consultant as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
23. Audit
Consultant 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. Consultant 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. Representations and Warranties
Consultant represents and warrants to the City that:
A. Consultant has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Consultant,enforceable in accordance with its terms.
C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement,faithfully has complied with:
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1) All tax laws of this state, including but not limited to ORS 305.620 and ORS
chapters 316,317,and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, to Consultant's property, operations, receipts, or income, or to
Consultant's performance of or compensation for any work performed by
Consultant;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, or to goods, services, or property, whether tangible or intangible,
provided by Consultant; and
4) Any rules, regulations, charter provisions, or ordinances that implemented or
enforced any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Consultant's services rendered in the performance of Consultant's obligations under this
Agreement, shall be provided to the City free and clear of any and all restrictions on or
conditions of use, transfer, modification, or assignment, and shall be free and clear of
any and all liens, claims, mortgages, security interests, liabilities, charges, and
encumbrances of any kind.
26. Compliance with Tax Laws
A. Consultant must, throughout the duration of this Agreement and any extensions, comply
with all tax laws of this state and all applicable tax laws of any political subdivision of the
State of Oregon. For the purposes of this Section, "tax laws" includes all the provisions
described in subsection 25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this
Agreement. Further, any violation of Consultant's warranty, in subsection 25.0 of this
Agreement,that the Consultant has complied with the tax laws of the State of Oregon and
the applicable tax laws of any political subdivision of this state also shall constitute a
material breach of this Agreement. Any violation shall entitle the City to terminate this
Agreement, to pursue and recover any and all damages that arise from the breach and the
termination of this Agreement, and to pursue any or all of the remedies available under
this Agreement,at law,or in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing
to Consultant,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory
or injunctive relief. The City shall be entitled to recover any and all damages
suffered as the result of Consultant's breach of this Agreement, including but not
limited to direct, indirect, incidental and consequential damages, costs of cure, and
costs incurred in securing a replacement Consultant.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City
may pursue any remedy or remedies singly, collectively, successively, or in any order
whatsoever.
12 �
27. 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. Consultant,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 Consultant has executed this Agreement on the date hereinabove first written.
CITY OF TIGARD CAPITOL ASSET AND PAVEMENT SERVICES,INC.
v0
By:Autho 'zed Contractor Representative
r`'ter r i0 f 4; -
Date Date
13 J
EXHIBIT A
SCOPE OF SERVICES
The Consultant shall render professional services as described below:
1. Kickoff Meeting&Data Gathering
Consultant's Senior Project Manager shall meet with city staff to discuss project timelines and
notice to proceed. Other agenda items shall include, but are not limited to: contact information
of city staff, local rules & regulations, press releases (if needed), obtaining any historical street
information such as recent maintenance&rehabilitation activity,annexations,or vacations.
2. New Segmentation of City Streets not currently in Database Network
Consultant shall physically measure any new city-maintained paved streets with an electronic
distance measuring instrument in order to get accurate segment lengths. Each segment shall be
measured for width using an engineering wheel. Pavement type, functional class, # of lanes,
begins&end location and year constructed are just a few of the fields that shall be collected. All
field data will be recorded electronically using a laptop computer and added to the existing
Streetsaver database as per the city's direction.
Combing or splitting of sections per the city's request shall be completed as directed.
3. Linking of GIS segments (not currently linked
Consultant will set up the GIS section link within the StreetSaver® Online program. Using the
GIS Toolbox Section Link feature, Consultant will link each database section to the street
centerline file provided by the City. Database section beginning and ending location descriptors
will be matched to corresponding beginning and ending points in the street centerline file. Once
complete, this will allow the creation of various maps using the Streetsaver® GIS reporting
feature (Street PCI condition,Segments needing rehabilitation,maintenance history, etc).
4. Distress Rating of approximately 99 miles of city maintained streets.
A 2-person crew, led by Consultant's Senior Project Manager, will inspect all streets that are to
be included in the study that currently reside within the city's Streetsaver database.
This is done by windshield drive-by, and then turning around and walking the most
representative area of the segment. Total area inspected can be from 10% to 100%. This
inspection process is all gathered electronically with our own data collection software program
that has built-in error protection to help assure accurate data collection.
5. Populating Database -Uploading/ Calculation of Distress Data
Consultant shall take all collected field data and import into current Streetsaver pavement
management database. All pertinent street data(M&R) collected from the city shall also be input
into database. A pavement condition index (PCI) shall be calculated based upon the new
distress rating data.
6. Software Training for City Staff(if requested)
Upon successful completion and delivery of the "final" Budget Options Report, Consultant.
shall train staff in proper use of the pavement management software system. This will be done
by conducting a 2-3 hour on-site training class at the City's location of choosing within the city
14 ,
of Tigard.
7. Future Software SuI212ort&Training On-going
Consultant conducts an annual refresher course. This class is an all-day hands-on computer
training/refresher class that is free of charge to all Consultant's clients, and is always held in the
spring. This class is usually conducted near the Portland or Bend area usually in October /
November time frame. City staff shall also receive up to 40 hours per year of online or
telephone technical support at no charge.
8. Minor Streetsaver Database Fork On-going
Consultant shall assist the City with updating and making various changes to the Streetsaver
database as directed by City staff. This work shall consist of but not limited to various reporting,
decision tree updates, scenario runs, section description clarifications, and other miscellaneous
task as required by City staff.
15j ;- ,
EXHIBIT B
CONSULTANT'S PROPOSAL
16 � .' . .
PO Box 7840
Salem, OR, 97303
4A Phone: 503.689.1330
Fax: 503.689.1440
Capitol Asset & Pavement Services, Inc. www.capitolasset.net
September 21,2015
Mike McCarthy
Public Works Department
Senior Project Engineer
City of Tigard
As per your request from last week Mike, enclosed is a quote for pavement management services,
including pavement condition assessment and re-segmenting of approximately 99 center-line miles of city
of Tigard streets.
We here at Capitol Asset&Pavement Services Inc. look forward to assisting you on this project as you
take a very positive step in continuing to monitoring the health of your city street network. You will find
no firm in the Northwest that has done more city street inspections&analysis than what our staff brings
to this project, and we look forward to sharing our vast experience with you. If you have any questions
relating to this document, please feel free to contact me at any time. I can be reached by phone at: 503
884-6663, or email at: jconder@capitolasset.net.
Capitol Asset&Pavement Services Inc. thanks you at this time for allowing us to submit this proposal
and look forward to hearing back from you should the scope of services and corresponding cost
contained in Exhibit #1 have met with your approval.
Respectfully,
Joel M Conder
Senior Project Manager
Capitol Asset& Pavement Services Inc.
PO Box 7840
Salem, Oregon 97303
Scope of Services and Related Costs
(Exhibit #1)
Service& Description Cost
Timeframes
Kickoff Meeting& Upon entering into a contract with Capitol Asset&Pavement Services Inc.Our Senior Included
Data Gathering Project Manager shall meet with city staff to discuss project timelines and notice to
proceed.Other agenda items shall include,but are not limited to:contact information of
city staff,local rules®ulations,press releases(if needed),obtaining any historical
street information such as recent maintenance&rehabilitation activity,annexations,or
vacations.
New Segmentation Capitol Asset&Pavement Services Inc.shall physically measure any new city-maintained Included
of City Streets not paved streets with an electronic distance measuring instrument in order to get accurate
currently in segment lengths.Each segment shall be measured for width using an engineering wheel.
Database Network Pavement type,functional class,#of lanes,begins&end location and year constructed
are just a few of the fields that shall be collected.All field data will be recorded
electronically using a laptop computer and added to the existing Streetsaver database as
per the city's direction.
Combing or splitting of sections per the city's request shall be completed as directed.
Linking of GIS CAPS,Inc will set up the GIS section link within the StreetSaver®Online program. Using Included
segments(not the GIS Toolbox Section Link feature,CAPS,Inc will link each database section to the
currently linked) street centerline file provided by the City. Database section beginning and ending
location descriptors will be matched to corresponding beginning and ending points in the
street centerline file. Once complete,this will allow the creation of various maps using
the StreetSaver®GIS reporting feature(Street PCI condition,Segments needing
rehabilitation,maintenance history,etc).
Distress Rating of A 2-person crew,led by our Senior Project Manager,will inspect all streets that are to be $150.00
approximately 99 included in the study that currently reside within the city's Streetsaver database. Per
miles of city This is done by windshield drive-by,and then turning around and walking the most centerline
maintained representative area of the segment.Total area inspected can be from 10%to 100%.This mile
streets. inspection process is all gathered electronically with our own data collection software
program that has built-in error protection to help assure accurate data collection.
Populating Capitol Asset&Pavement Services Inc.shall take all collected field data and import into Included
Database- current Streetsaver pavement management database.All pertinent street data(M&R)
Uploading/Calc of collected from the city shall also be input into database.A pavement condition index(PCI)
Distress Data shall be calculated based upon the new distress rating data.
Services(cont.)
Software Training Upon successful completion and delivery of the"final"Budget Options Report,Capitol Included
for City Staff(if Asset&Pavement Services Inc.shall train staff in proper use of the pavement
requested) management software system.This will be done by conducting a 2-3 hour on-site training
class at the city's location of choosing within the city of Tigard.
Future Software Capitol Asset&Pavement Services Inc.puts on an annual refresher course.This class is an Included
Support&Training all-day hands-on computer training/refresher class that is free of charge to all Capitol
Asset&Pavement Services Inc.clients,and is always held in the spring. This class is
usually conducted near the Portland or Bend area usually in October/November time
On-going frame..
City staff shall also receive up to 40 hours per year of online or telephone technical
support at no charge.
Minor Streetsaver Capitol Asset&Pavement Services Inc.shall assist the city of Tigard with updating and Included
Database Work making various changes to the Streetsaver database as directed by city staff.This work
shall consist of but not limited to various reporting,decision tree updates,scenario runs,
On-going section description clarifications,and other miscellaneous task as required by city staff.
Deliverables Capitol Asset&Pavement Services Inc.will deliver all the above-mentioned services for $14,850
one(1)lump sum price of approximately...
FEE SCHEDULE
HOURLY BILLABLE RATES STRUCTURE
JANUARY 1, 2015 THRU DECEMBER 31, 2015
(For services requested beyond deliverables within the aforementioned lump sum)
Position Description Hourly Rate
President $125.00/hr
Vice-President $110.00/hr
Senior Project Manager $105.00/hr
Senior Programmer $95.00/hr
Management Analyst $90.00/hr
Engineering Tech. $60.00/hr
Data Collection Coordinator $60.00/hr
Accounts Payable Clerk $45.00/hr
Travel Charge per mile $ 0.56.5/mile
Not to Exceed
The total price of this quote($14,850) is based entirely on an estimate and may not be exceeded without
the written authorization of the City of Tigard representative by way of change order to this proposal.
CAPS Inc.will be obligated only to a total price based on actual quantity accepted and charged at the
fixed prices($14,850)for PMP services as set forth above or to be agreed upon.The final total to be paid
may be less than estimated, in which event the City of Tigard's obligation will be payment of the lesser
amount. (Amount quoted is based entirely on mileage actually rated)
This price quote shall remain in effect for services performed during the time
period of September 1st, 2015 thru December 31st, 2015