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CESNW, Inc ~ C170037 City of Tigatd CONTRACT CHANGE ORDER/ 13125 SW Hall Bh d. AMENDMENT SUMMARY Tigard,Oregon 97223 i-� Phone-(505) 63941"1 FIELD CHANGE ORDER FORM Fax- (503) 684-7297 — _—t w� x-%-ti cd or. o� Project Title: Commercial St. Sidewalk Project Itlana er:Andrew Newbury Contractor: CESNW, Inc. Ori ' al Contract#: C170037 Effective Dates:June 22,2017 Chane Order/Amendment Amount: Accounting String: 95049-130 Amendment Percentage Running Total: AMENDMENT DETAILS Extended contract completion date to June 30,2018. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMENDMF.NT Current contract expires on June 30, 2017 and work under this contract is not completed. BUDGET IMPACT.AND REQUIRED ACTIONS No budget impact. REQUESTING PROJECT MANAGER APPROVI CITY STAFF' Signature Signature Daae 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 Signature work. The unit pricing in the original contract shall apply to all additional work. A copy of this form, once completed,is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember—the cumulative total of Amendments cannot exceed theproject's FY budget. Date CITY OF TIGARD,OREGON AMENDMENT TO ENGINEERING SERVICES AGREEMENT#0170037 COMMERCIAL STREET SIDEWALK AMENDMENT #1 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and CESNV', Inc., hereinafter referred to as Contractor, entered into on the 17th day of November 2016, is hereby-amended as follows: 1. 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 y=,: -��.-�t.a ==,whichever comes first. ..kll 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 CESNW,INC. a&x��V Signature Signature A la,-+-1--o- b Ww4E� P &je-1/4E Printed Name Printed Name x/31 1� Date Date CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM THIS FORM MUS T ACCOMPANY EVER Y CONTRACT Contract Title: CDBG Commercial St. Sidewalk Number CIP � Contractor: C;ESNW_ Inc. Contract Total: $61,660 Contract Ch erriew-- CESM. K.Inc. is being hired to perform consulWig services; (surve3,design construction administration) for a new sidewalk on Commercial Street between 95''and Lincoln. The ma on of the ro ect be funded b a CDBG grant awarded for this tiro�ect Initial Risk Level. ❑Extreme ❑High ❑moderate. ®Low Risk Rcduction Steps: Risk Comments: z_,2z2zS .5za�e Risk Signature: Contract Manager- Andrew Newburn Ext: 2472 Department: Pte'/Engineering TITe: ❑ Purchase..agreement ❑ Personal Service. ❑ General Service ❑ Public Improvement ❑ IG..k ® Other: Engineering Services;agreement `tart Date: October 24,2016 End Date. Tune 30. 2017 Quotes/Bids;Proposal: FIRM AMOUNT/ScoRE CESNW, Inc $61,660 Account String- Fund-Division-:Account Work Order— Acti-.•itv,,Tvpe Amount FY 16 17 460-8000-56005 95040-130 S61.660 FY Uprovals - LCRB Date: Depaitment Comments: Department Signature: Purchasing Comments: Purchasing Signature. AA Ciq Alanagei Comment . City-Manager Signature: After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. Contract Numbe CITY OF TIGARD,OREGON ENGINEERING SERVICES AGREEMENT COMMERCIAL STREET SIDEWALK(LINCOLN AVENUE TO 95TH AVENUE) THIS AGREEMENT,made and entered into this 17`h day of November,2016,by and between the City of Tigard,a municipal corporation,hereinafter referred to as the"City,"and CESNW,Inc.,whose authorized representative is Tony Weller, P.E., and having a principal being a registered engineer of the State of Oregon,hereinafter referred to as the "Engineer." RECITALS WHEREAS, the City's 2016-2017 fiscal year budget provides for engineering services for the Commercial Street Sidewalk 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 Scope of Services The Engineer shall perform professional engineering services relevant to the Project in accordance with the terms and conditions set forth herein,and as provided in Exhibit 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 June 30, 2017,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 Sixty One Thousand Six Hundred Sixti and No/100 Dollars ($61,660.00) 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. PaMent 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 axe excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. 3) Engineer shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Engineer or all sums which Engineer agrees to pay for such services and all moneys and sums which Engineer collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of pro-,iding 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. 2017 ESA—Commercial Street Sidewalks Engineering 2 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 senlice, are and shall remain, the property of the Engineer; however, the City shall be furnished,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 furnish to the City, copies of all maps, records, field notes, and soil tests which were developed in the course of work for the City and for which compensation has been received by the Engineer at no additional expense to the City except as provided elsewhere in this Agreement. 5. Assignment/Delegation Neither party shall assign,sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other part; has so consented. If City agrees to assignment of tasks to a subcontract, Engineer shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them,and neither the approval by City of any subcontractor not anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. Engineer is Independent Contractor A. The City's project director, or designee, shall be responsible for determining whether Engineer's work product is satisfactory and consistent with this agreement, but Engineer is not subject to the direction and control of the City. Engineer shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. B. Engineer is an independent contractor and not an employee of City. Engineer acknowledges Engineer's status as an independent contractor and acknowledges that Engineer is not an employee of the City for purposes of workers compensation law,public employee benefits law, or any other law. All persons retained by Engineer to provide services under this contract are employees of Engineer and not of City. Engineer acknowledges that it is not entitled to benefits of any kind to which a City employee is 2017 ESA—Commercial Street Sidewalks Engineering 3 1 ,, 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, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. F. Engineer 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. 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's services shall be performed consistent with the professional skill and care ordinarily provided by consultants practicing in the same or similar locality under the same or similar circumstances. Engineer shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the project. This standard of care shall govern all obligations under this Agreement. Such standard of care is not a warranty or guarantee, and Engineer shall have no such obligation. Engineer shall provide professional ser.-ices consistent with the standard of care in applying the laws, codes, ordinances, rules, and regulations applicable to that project, including the requirements of applicable federal, state and local laws. Engineer may obtain and rely upon the advice of other professionals, building officials,and other qualified persons as to the intent and meaning of such laws, codes,and regulations. Acceptance of 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. 2017 ESA—Commercial Street Sidewalks Engineering 4 � 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, but only to the extent caused by or arising out of the professional negligent acts, errors or omissions 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. 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 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 pro-,ide 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 20101185 or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract The following insurance will be carried: 2017 ESA—Commercial Street Sidewalks Engineering 5 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 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 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 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 Engineer,its subcontractors,if any,and all employers providing work,labor or materials under this Contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017,which requires them to provide workers'compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Engineers who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than$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 Reporting Coverage If any of the aforementioned liability insurance is arranged on a "claims-made" basis, Extended Reporting coverage will be required at the completion of this contract to a duration of 24 months or the maximum time period the Engineer's insurer will provide such if less than 24 months. Engineer will be responsible for furnishing certification of Extended Reporting coverage as described or continuous "claims-made" liability coverage for 24 2017 ESA—Commercial Street Sidewalks Engineering 6 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 undem mitten 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-DTII" or better, or equivalent. The City reserves the right to reject all or any insurance cartier(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 Engineer shall furnish 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 -,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 patties 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: 2017 ESA—Commercial Street Sidewalks Engineering 7 City of Tigard Atm: Contracts and Purchasing Office 13125 S%X'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 delivers- of written notice to Engineer, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If Federal or State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Engineer, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Engineer becomes insolvent, if voluntary- or involuntary petition in bankruptcy is filed by- or against Engineer, if a receiver or trustee is appointed for Engineer, or if there is an assignment for the benefit of creditors of Engineer. Any such termination of this agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City,by written notice of default(including breach of contract)to Engineer,may terminate the whole or any part of this Agreement: 1) If Engineer fails to provide services called for by this agreement within the time specified herein or any extension thereof, or 2) If Engineer fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this agreement in accordance with 2017 ESA—Commercial Street Sidewalks Engineering 8 ; . .. 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 pro-vided 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. 12. Method and Place of Giving Notice, Submitting Bills and MakingPgments 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: Attn: Andrea*Newbury,Sr Proj Engineer Attn: Tony Weller,P.E.,President Address: 13125 SW Hall Blvd. Address: 13190 SW 68th Parkway, Suite 150 Tigard, Oregon 97223 Tigard, Oregon 97223 Phone: (503) 718-2472 Phone: (503) 968-6655 Email: 7 -, Email 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. Merl 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 madein writing and signed by both parties. 9 2017 ESA—Commercial Street Sidewalks Engineering , 14. Professional Services The City requires that services pro-,7ded 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 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 part; 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 that are caused by Engineer's negligence 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. 2017 ESA—Commercial Street Sidewalks Engineering 10 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. Any dispute between the parties to this Agreement shall be subject to mediation as a condition precedent to initiating litigation. 20. Compliance With Applicable Law Engineer shall provide professional services consistent with the standard of care in applying the laws, codes, ordinances, rules and regulations applicable to 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 Engineer as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 23. Audit Engineer shall maintain records to assure conformance with the terms and conditions of this Agreement, and to assure adequate performance and accurate expenditures within the contract period. Engineer agrees to permit City, the State of Oregon, the federal government, or their duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 24. Severability In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 25. Representations and Warranties Engineer represents and warrants to the City that: A. Engineer 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 Engineer, enforceable in accordance with its terms. 2017 ESA —Commercial Street Sidewalks Engineering 11 C. Engineer(to the best of Engineer'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: 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 Engineer, to Engineer's property, operations, receipts, or income, or to Engineer's performance of or compensation for any work performed by Engineer; 3) Any tax provisions imposed by a political subdivision of this state that applied to Engineer, or to goods, services, or property,whether tangible or intangible,provided by Engineer;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 Engineer's services rendered in the performance of Engineer'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. Engineer 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 Engineer's warranty, in subsection 25.0 of this Agreement,that the Engineer 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 Engineer,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 Engineer'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 Engineer. 2017 ESA—Commercial Street Sidewalks Engineering 12 These remedies are cumulative to the extent the remedies are not inconsistent, and the City may pursue any reined; or remedies singly, collectively, successively, or in any order whatsoever. 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. 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. CITY O GARD CES INC. ,( lr By: M4 Wine, City Manager By: Autho ' d Contractor Representative 1 LIP( 4't- ZZ, 204 Date Date 2017 ESA—Commercial Street Sidewalks Engineering 13 EXHIBIT A SCOPE OF SERVICES PROJECT DESCRIPTION The City has received a Federal Department of Housing and Urban Development/CDBG Grant to install concrete sidewalk along the northerly side of S\X' Commercial Street from SXX'Lincoln Street to SW 95th Avenue. The new sidewalk will be constructed with pervious pavement to minimize storm drainage and storm water quality impacts. The sidewalk will connect to the existing curb return at SAX' Lincoln and SW Commercial and will follow existing grades as much as possible to minimize property owner impacts. A curb ramp/pedestrian connection will be installed at SW 95th and SAX'Commercial to avoid additionalright of way. CITY TASKS It is assumed that the City will be responsible for the following: 1. Overall project management. 2. Clean Water Services coordination/permitting if required. 3. Provide asbuilt records, GIS shapefiles and preliminary project development information. 4. Provide construction specifications and bid documents. 5. Perform primary construction inspection and contract administration. SPECIFC SCOPE OF SERVICES TASK 1: Project Management Provide project management, coordination and direction of the design team to complete the project as described herein. Project Management will generally consist of establishing quality control program, supervision of project schedule and budget, coordination with City and project team, and overseeing technical work efforts and deliverables. 1.1 Project Administration. Provide coordination with City's Project Manager, other agency staff as required and project design team. Prepare status reports,invoices and maintain project files. 1.2 Project Schedule. Prepare a design schedule for City approval. The schedule will define the anticipated process for project delivery,including significant project milestones.The schedule will be used for planning and monitoring progress. 1.3 Meetings. Periodic team meetings with City Project Manager to review project development. Task 1 Assumption • Design to begin in 2016 and construction is assumed to occur in 2017. Task 1 Deliverables • Project Schedule. • Meeting agendas and minutes (assumed 3 meetings). • Monthly status reports and invoices. TASK 2: Project Orientation/Data Collection 2.1 Data Collection. Obtain and review the following information before finalizing the site survey requirements. 2017 ESA -Commercial Street Sidewalks Engineering 14 • Asbuilt records from City for project area • GIS basemap (shapefiles) for taxlots,utilities,environmental overlays,and recent aerial photo • City's preliminary project development information 2.2 Design Survey. Engineer shall obtain existing topographic survey and right of way information along the sidewalk corridor from the right of way line along the north side to the edge of pavement along the south side of SAX'Commercial Street between SW Lincoln Avenue and SXX'95th Avenue. Topographic survey will include utility locate information provided through the One Call locate service. Engineer shall prepare an AutoCAD Civil 3d basemap to be used for the project design. The survey work will include: • Survey research Review survey records for past surveys, plats and road records for establishment of right of way line and easement boundaries within the project area. • Establish horizontal and vertical control Establish survey control and tie existing monumentation necessary to establish the existing right-of-way, property lines within the project limits. Run vertical control from nearest City/County bench mark. Datum vv ll be based on the City of Tigard's datum. • Topographic survey Complete topographic survey will include all features pertinent to the design of the proposed sidewalk including edge of pavement,driveways,trees,signs,utility structures and locate paint marks as marked in response to a locate request with the Oregon Utility Notification Center. Survey limits will be southerly edge of pavement along the railroad right of way and 10-feet north of the northerly right of way line of Commercial Street between the far edges of pavement at Lincoln Street and 95th Ave. in the east/west direction. Task 2 Assumptions • Title reports will not be required for each parcel to determine the existence and location of any easements in the project area. • Private utility locates or potholing service will not be required. • A preconstruction record of survey will not be required. • Geotechnical exploration and percolation testing will not be required. Task 2 Deliverables • Autocad basemap with topographic and right of way information. TASK 3: Preliminary Engineering 3.1 Develop preliminary horizontal and vertical alignment. Prepare preliminary horizontal and vertical alignments to generate potential grading impacts for adjacent properties. 3.2 Alternative Analysis. Review grading impacts from proposed alignment and adjust horizontal and vertical alignments to minimize impacts. 2017 ESA—Commercial Street Sidewalks Engineering 15 j 3.3 Prepare 30% Drawings. Prepare 30% drawings with preferred alignment to visualize impacts, right of way and drainage needs. 3.4 Preliminary Costs Estimate. Prepare preliminary cost estimate based on 30% drawings. Task 3 Assumptions • Retaining walls will not be required. Task 3 Deliverables • Preliminary engineering alignment and grading plan. • Preliminary construction cost estimate. TASK 4: Right of Way Acquisition(optional service) 4.1 Identify Right of Way Needs 4.2 Prepare Legal Description and Exhibit 4.3 Stake Right of Way location (if required) 4.4 Appraisal 4.5 Document Preparation 4.6 Negotiation 4.7 Coordination Task 4 Assumptions • Only one parcel may need right of way acquisition • Condemnation will not be required • City will coordinate City Council process Task 4 Deliverables • Legal Description and Map • Title Report • Appraisal&Report • Acquisition Documents TASK 5: Final Engineering/Permitting 5.1 90% Submittal. Prepare 90% construction plans based on the City's comments to the 60% submittal. Update cost estimate. Prepare special specifications for contract documents. Plans to include: • Title Sheet • Typical Sections • Existing Conditions • Sidewalk Plan and Profile • Grading and Demolition • Erosion Control • Details 2017 ESA—Commercial Street Sidewalks Engineering 16 5.2 Permitting. Provide drawings for City to submit for Clean Water Services for approval. 5.3 100% Submittal. Prepare 100% construction plans based on the City's comments to the 90% submittal. Update cost estimate. Task 5 Assumptions • City shall prepare bid documents and Engineer shall provide special specifications as required. • City shall prepare submittal for Clean Water Services, Engineer shall provide drawings. • Lighting will not be required. • Retaining walls will not be required. Task 5 Deliverables • 90% Submittal Package • CWS Permit drawings • 100% Submittal Package TASK 6: Bidding Assistance/Construction Administration 6.1 Respond to Bidder inquires: Respond to bidder inquires. Prepare addenda if required. 6.2 Provide Construction Administration/Assistance: Provide construction support services as requested (assume 6 site visits with inspection reports). 6.3 Submittal&RFI Review. Review and respond to submittals and RFI's. 6.4 Record Drawings: Prepare record drawings for public improvements. 6.5 Project Closeout: Final walk through with City Project Manager. Provide project files as required by City. Task 6 Assumptions • The City shall advertise the project. • Engineer shall provide electronic copies of plans and special specifications. • City shall provide primary construction administration and inspection. • Engineer shall provide on call services as requested. • Construction Staking will be provided by the contractor and included in the construction bid. Task 6 Deliverables Submittal and RFI reviews Inspection reports Record drawings Project files TASK 7: Extra Work as Authorized Additional work as directed by the City. No work under this bid item shall be paid unless authorized in writing by the City. 2017 ESA - Commercial Street Sidewalks Engineering 17 EXHIBIT B ENGINEER'S PROPOSAL 2017 ESA—Commercial Street Sidewalks Engineering 18 CESINW, INC. Exhibit'B' Proj Mngr Proj Engr Proj Designer Survey Mngr Survey Tech 2P Survey Crew RoW&Assoc TOTALS Commercial St Sidewalk(Lincoln to 96th) 160,x:` City of Tigard Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Hrs.1 Cost Hrs. Cost Hours Labor Expenses Total Costs TASK u. 1, Task Project-Managemeot, 1.1 Pro ect administration 4 $ 64000 8 $ 960.00 $ - $ - $ - $ - $ - 12 $ 1,600.00 $ 1,600.00 1.2 Project schedule $ - 4 $ 480.00 $ - $ - $ - $ - $ - 4 $ 480.00 $ 480.00 1.3 Meetings assume 3 6 $ 960,006 $ 720.00 8 $ 640.00 $ - $ - $ - $ - 20 $ 2,320.00 $ 2,320.00 0 $ - $ - Total Task 1 10 $ 1,600.00 18 $ 2,160.00 8 $ 640.00 0 $ - 0 $ - 0 $ - 0 $ - 36 $ 4,400.00 $ - $ 4,400.00 TA$ ,Sub Project OirlentetonlData Collection, . 2 Task 2.1 Data Collection $ - 1 $ 120.00 1 $ 80.00 2 $ 220.00 $ - $ - $ - 4 $ 420.00 $ 420.00 2.2 Desi n Survey $ - $ - $ - 4 $ 440.00 8 $ 600.00 32 $ 4,480.00 $ - 44 $ 5,520.00 $ 5,520.00 2.3 Base mapping 1 1 $ 160.00 2 $ 240.00 $ - 8 $ 880.00 16 $ 1,200.00 $ - $ - 27 $ 2,480.00 $ 2,480.00 $ - $ - $ - $ - $ - $ - $ - 0 $ - $ - 0 $ - $ - Total Task 2 1 $ 160.00 3 $ 360.00 1 $ 80.00 14 $ 1,540.00 24 $ 1,800.00 32 $ 4,480.00 0 $ - 75 $ 8,420.00 $ - $ 8,420.00 -TASK Sub- . . .: r , Prelirnina. ..En meerin 3 . Task Y . g: 3.1 Develop Alignment $ - 2 $ 240.00 8 $ 640.00 $ - $ - $ - $ - 10 $ 880.00 $ 880.00 3.2 Alternative Analysis 1 $ 160.00 4 $ 480.00 8 $ 640.00 $ e - $ - $ - $ - 13 $ 1,280.00 $ 1,280.00 3.3 Prepare 30%drawings 2 $ 320.00 6 $ 720.00 24 $ 1,920.00 $ - $ - $ - $ - 32 $ 2,960.00 $ 2,960.00 3.4 Prepare Preliminary Cost Est. $ - 2 $ 240.00 8 $ 640.00 $ - $ - $ - $ - 10 $ 880.00 $ 880.00 3.5 30% Review meeting 2 $ 320.00 2 $ 240.00 4 $ 320.00 $ - $ - $ - $ - 8 $ 880.00 $ 880.00 $ - $ - $ - $ - $ - $ - $ - 0 $ - $ 0 $ - $ - Total Task 3 5 $ 800.00 16 $ 1,920.00 52 $ 4,160.00 0 $ - 0 $ - 0 $ - 0 $ - 73 $ 6,880.00 $ - $ 6,880.00 TAS Task Right of.Way Acqulsltion;(OpUonal) 4.1 Indenti RNV needs $ - 2 $ 240.00 4 $ 320.00 $ - $ - $ 1 $ - 6 $ 560.00 $ 560.00 4.2 Legal descriptions w/ma s $ - $ - $ - 4 $ 440.00 4 $ 300.00 $ - $ - 8 $ 740.00 $ 740.00 4.3 Stake RNV ac uistion $ - $ - $ - 1 $ 110.00 2 1 $ 150.00 4 1 $ 560.00 $ - 7 $ 820.00 $ 820.00 4.4 Appraisal $ - $ - $ - $ - $ - $ - 30 $ 3,000.00 30 $ 3,000.00 $ 3,000.00 4.5 Document Preparation $ - $ - $ - $ - $ - $ - 18 $ 1,800.00 18 $ 1,800.00 $ 1,800.00 4.6 lNegotiation $ - $ - $ - $ - $ - $ - 22 $ 2,200.00 22 $ 2,200.00 $ 2,200.00 4.7 Coordination 4 $ 640.00 $ - $ - $ - $ - $ - 8 1 $ 800.00 12 $ 1,440.00 $ 1,440.00 0 $ - $ - Total Task 4 4 $ 640.00 2 $ 240.00 4 $ 320.00 5 $ 550.00 6 $ 450.00 4 $ 560.00 78 $ 7,800.00 103 $ 10,560.00 $ - $ 10,560.00 TASK Sub 5 Task Final Engineering 5.1 Prepare 90%drawings 8 $ 1,280.00 $ $ $ $ - $ 1 $ - 8 $ 1,280.00 $ 1,280.00 Title sheet $ - 2 $ 240.00 6 $ 480.00 $ - $ - $ - $ - 8 $ 720.00 $ 720.00 Typical Section $ - 2 $ 240.00 6 $ 480.00 $ - $ - $ - $ - 8 $ 720.00 $ 720.00 Existing Conditions $ - 2 $ 240.00 6 $ 480.00 $ - $ - $ - $ - 8 $ 720.00 $ 720.00 Sidewalk Plan&Profile $ - 6 $ 720.00 16 $ 1,280.00 $ - $ - $ - $ - 22 $ 2,000.00 $ 2,000.00 Grading&Demo Plan $ - 6 $ 720.00 16 $ 1,280.00 $ - $ - $ - $ - r36 $ 2,000.00 $ 2,000.00 Erosion Control $ - 2 $ 240.00 8 $ 640.00 $ - $ - $ - $ - $ 880.00 $ 880.00 Details $ - 2 $ 240.00 8 $ 640.00 $ - $ - $ - $ - $ 880.00 $ 880.00 5.2 CWS Permit Submittal $ - 1 $ 120.00 4 $ 320.00 $ - $ - $ - $ - $ 440.00 $ 440.00 5.3 Prepare 90% Estimate&Specifications 4 $ 640.00 8 $ 960.00 24 $ 1,920.00 $ - $ - $ - $ - $ 3,520.00 $ 3,520.00 5.4 90% Review meetin 2 $ 320.00 2 $ 240.00 4 $ 320.00 $ - $ - $ - $ - 8 $ 880.00 $ 880.00 J.5 Finalize 100%drawin s 2 $ 320.00 8 $ 960.00 12 $ 960.00 $ - $ - $ - $ - 22 $ 2,240.00 $ 2,240.00 .6 Finalize 100%estimate&specifications 2 $ 320.00 6 $ 720.00 6 $ 480.00 $ - $ - $ - $ - 14 $ 1,520.00 $ 1,520.00 u IF our y .x sx 9/21/2016 Page 1 of 2 CESINW, INC. Exhibit'B' Proj Mngr Proj Engr Proj Designer Survey Mngr Surve Tech 213 Survey Crew RoW&Assoc TOTALS Commercial St Sidewalk (Lincoln to 95th) $ 160.00 $ 80.00 $ 110.00 $ 100.00 City of Tigard Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Hrs. Cost Hours Labor Expenses Total Costs $ - $ - $ - $ - $ - $ - $ - 0 $ - $ - 0 $ - $ Total Task 5 18 $ 2,880.00 47 $ 5,640.00 1116 $ 9,280.00 0 $ - 0 $ - 0 $ - 0 $ - 181 $ 17,800.00 $ - $ 17,800.00 TAY- Siult Gonstructron Services S TBlstt 6.1 1 Respond to bidder inquiries $ - 4 $ 480.00 $ - $ - $ - 1 $ 1 $ - 4 $ 480.00 $ 480.00 6.2 IlssueAddendum $ - 4 $ 480.00 $ - $ - $ - $ - $ - 4 $ 480.00 $ 480.00 6.3 Construction Admin/Obsery assume 6 visits $ - 6 $ 720.00 18 1 $ 1,440.00 $ - $ - $ - $ - 24 $ 2,160.00 $ 2,160.00 6.4 Submittal&RFI Review $ - 4 $ 480.00 16 $ 1,280.00 $ - $ - $ - $ - 20 $ 1,760.00 $ 1,760.00 6.5 Record Drawings $ - 8 $ 96000 8 $ 640.00 2 $ 220.00 4 $ 300.00 4 $ 560.00 $ - 26 $ 2,680.00 $ 2,680.00 6.6 Proiect Closeout 2 $ 320.00 2 $ 240.00 6 $ 480.00 $ - $ - $ - $ - 10 $ 1,040.00 $ 1,040.00 $ - $ - $ - $ - $ I $ - $ - 0 $ - $ - 0 $ - $ - Total Task 6 2 $ 320.00 28 $ 3,360.00 48 $ 3,840.00 2 $ 220.00 4 $ 300.00 4 $ 560.00 0 $ - 88 $ 8,600.00 $ - $ 8,600.00 TASK Su.b 7 T k Ad Itional Services x 7.1 Additional Services Upon Approval $ - $ - $ - $ _ $ _ $ _ $ _ 0 $ 51000.00 $ 5,000.00 0 $ - $ - Total Task 7 0 $ - 0 1 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ 5,000.00 $ - $ 5,000.00 TOTAL COST 1 40 $ 6,400.00 1 114 $ 13,680.00 229 $ 18,320.00 1 21 1 $ 2,310.001 34 $ 2,550.00 40 $ 5,600.00 78 $ 7,800.00 556 1 $ 61,660.001 $ - $ 61,660.00 3204-Public-hourly-092116.xlsx 9/21/2016 Page 2 of 2