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Harris Stream Services - Hiteon Creek 1 - Tigard Business Center ern7'rart 9 174 III ', TIGARD CITY OF TIGARD, OREGON PERSONAL SERVICES AGREEMENT Hiteon Creek (1) Tigard Business Center THIS AGREEMENT made and entered into this 22 day of April, 2009, by and between the CITY OF TIGARD, a municipal corporation of the State of Oregon, hereinafter called City, and Harris Stream Services RECITALS City has need for the services of a company with a particular training, ability, knowledge, and experience possessed by Contractor, and City has determined that Contractor is qualified and capable of performing the professional services as City does hereinafter require, under those terms and conditions set forth: Therefore, the parties agree as follows: SCOPE OF WORK Contractor shall initiate services on the 27th day of April, 2009 upon receipt of City's notice to proceed, together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A — Scope of Work and by this reference made a part hereof. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon 24th day of April, 2009 and shall expire, unless otherwise terminated or extended, on the 23th day of April, 2010. All work under this Agreement shall be completed prior to the expiration of this Agreement. COMPENSATION City agrees to pay Contractor the rates assigned in Exhibit B, "Pricing Matrix ", for those services Contractor provides under this agreement. City agrees to pay Contractor an amount not to exceed six thousand three hundred dollars ($6.300) for performance of those services described in this Agreement. Payment will be made based on Contractor's invoice, subject to the approval of Carla Staedter, surface water quality coordinator, and not more frequently than monthly. Payment shall be payable within thirty (30) days from the date of receipt by the City. CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices, bills, payments, and other information: Contact Manager for City: Contact Manager for Contractor: City of Tigard Company: Harris Stream Services Attn: Carla Staedter Attn: Andrew Harris 13125 SW Hall Blvd., Tigard, Oregon 97223 Address: 2270 Arbor Dr. West Linn, OR 97068 Phone: 503- 639 -4171 ext. 2788 Phone: (503) 866 -0901 Fax: (503)684 -8840 Fax: Email Address: Carla @tigard - or.gov Email Address: harrisstreamservices @comcast.net CONTRACTOR As INDEPENDENT CONTRACTOR Contractor acknowledges that for all purposes related to this Agreement, Contractor is and shall be deemed to be an independent contractor as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore, in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor 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 Contractor or to a third party) as a result of said finding. Contractor acknowledges that for all purposes related to this Agreement, Contractor is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor warrants that all its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of a contractor's work by City shall not operate as a waiver or release. Contractor and City agree to indemnify and defend the other, and the other's officers, agents and employees and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments or other costs or expenses including attorney's fees and witness costs and (at both trial and appeal level, whether or not a trial or appeal ever takes place) incurred by the party being indemnified resulting from the indemnifying party's acts (or failure to act when action is appropriate) that may be asserted by any person or entity which in any way arise from or relate to this Agreement or the performance of obligations under this agreement, except liability arising out of the sole negligence of the party being indemnified. The indemnification by Contractor of the City shall also cover claims brought against the City under state or federal worker's compensation laws. 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. INSURANCE Contractor shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or work hereunder. The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and coverages: a. Commercial General Liability Insurance Contractor shall obtain, at contractor'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 (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate 1,000,000 Products- Completed Operations Aggregate 1,000,000 Personal & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (any one fire) 50,000 Medical Expense (any one person) 5,000 b. Business Automobile Liability Insurance If Contractor will be delivering the goods, Contractor shall provide City a certificate indicating that Contractor has business automobile liability coverage for all owned, hired, and non -owned vehicles. The Combined Single Limit per occurrence shall not be less than $1,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty (30) days in advance of cancellation. If Contractor hires a carrier to make delivery, Contractor shall ensure that said carrier complies with this paragraph. c. Workers' Compensation Insurance The Contractor and all employers providing work, labor or materials under this Contract that are either 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 or employers that are exempt under ORS 656.126. 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. Contractors 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 $500,000 each accident. d. Insurance Carrier Rating Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. e. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Contractor shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The procuring of such required insurance shall not be construed to limit contractor's liability hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. TERMINATION The parties agree that any decision by either party to terminate this Agreement before the 23 day of April, 2010 shall be accompanied by sixty (60) days written notice to the other party prior to the date termination would take effect. There shall be no penalty for early termination. If City terminates the contract pursuant to this paragraph, it shall pay Contractor for services rendered prorated to the date of termination. AGREEMENT MODIFICATIONS Modifications to this Agreement are valid only if made in writing and signed by all parties. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. GOVERNING LAW Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on non - discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or disability. The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 to be included in a contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, Contractor must make payment promptly as due to persons supplying Contractor labor or materials for the execution of the work provided by this order. Contractor must pay all contributions or amounts due from Contractor to the Industrial Accident Fund incurred in the performance of this order. Contractor shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Contractor further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. COMPLETE AGREEMENT This Agreement and attached exhibit constitutes the entire Agreement between the parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Contractor, 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 Contractor has executed this Agreement on the date hereinabove first written. CITY OF TIGARD CONTRACTOR . ■101 1 P. 1 ( 1---1-1/4 By: Authorized City staff By: Authorized Agent of Contractor X 711 joy � / I Date Date EXHIBIT A To SERVICES AGREEMENT For The Hiteon Creek One (I) 2009 Year One (I) Annual Monitoring Report SCOPE OF SERVICES Permitted Project: The Tigard Business Center DSL Permit No: 37247 -FP USACE Permit No: NWP- 2006 -629 Mitigation Site: Hiteon Creek 2 Location: Englewood Park between Scholls Ferry Road and Springwood Dr. The anticipated period of services for these services is April to December 31, 2009. The 2009 year one (1) annual monitoring report shall satisfy the compensatory mitigation monitoring requirements specified in the approved permits by the Oregon Department of State Land (DSL) and the U.S Army Corps of Engineers (USACE). The Scope of Services includes the following tasks: Task 1— Monitoring Protocols A — Monitoring Protocols • Prepare monitoring protocols that include all compensatory monitoring requirements. Task 2 — Annual Monitoring A — Monitoring Activities • Perform monitoring activities for the year one (1) annual monitoring report. Collect date needed to demonstrate progress toward meeting mitigation success criteria and mitigation monitoring requirements. Schedule activities for the Spring, Summer, and Fall. B — Monitoring Reports • Prepare an annual mitigation monitoring report. Submit the report to the DSL and USACE by December 31. EXHIBIT "A ": Scope of Services Page 1 of 2 Task 3 - Wetland Boundary Location • Locate the wetland boundary survey points of the mitigation wetland. • Install permanent rebar monuments with labeled caps at each boundary point. Task 4 — Deed Restrictions • Coordinate review and approval of final deed restriction documents with DSL • Coordinate the recoding of the deed restriction documents with Washington County. • Coordinate delivery of recorded deed restriction documents to DSL. Deliverables • Monitoring Protocols • Maintenance Recommendations • Year one (1) Annual Monitoring Report EXHIBIT "A ": Scope of Services Page 2 of 2 Y COST OF SERVICES EXHIBIT "B" PROJECT: Tigard Business Center Mitigation Hiteon Creek One (1) DATE: April 3, 2009 CLIENT: City of Tigard FIRM: Harris Stream Services 2270 Arbor Drive West Linn, OR. 97068 ITEMS DESCRIPTION UNITS QTY PRICE TOTAL 1 Monitoring Protocols D Monitoring Protocols HRS 8.0 $75.00 $600.00 2 Annual .Monitoring A Monitoring Activities HRS 32.0 $75.00 $2,400.00 B Monitoring Report HRS 12.0 $75.00 $900.00 3 Wetland Boundary Location A Locate Wetland Boundary Survey Point LS 1.0 $1,500.00 $1,500.00 B Install Monuments HRS 5.0 $75.00 $375.00 4 Deed Restrictions A Coordinate DSL Review HRS 3.0 $75.00 $225.00 B Coordinate Deed Recording HRS 2.0 $75.00 $150.00 C Coordninate Delivery to DSL HRS 2.0 $75.00 $150.00 Cost of Services $6,300.00 Expenses $ _ Total Cost $6,300.00 EXHIBIT "B" Cost of Services