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DKS Associates ~ C150066 City of Tigard March 26, 2019 DKS Associates Attn: Carl Springer 720 SW Washington St Ste 500 Portland OR 97205 REF.: On-Call Traffic Services Period: March 1, 2019 through February 28, 2020 CONTRACT NOTICE OF AWARD — RENEWAL Contract# C150066 Dear Mr. Springer The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its fourth (4) and final one-year extension to the Contract effective from March 1, 2019 through February 28, 2020. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. You may keep a copy for your records. The City looks forward to doing business with DKS Associates. Sincerely, Jamie Greenberg Purchasing Assistant 503-718-2492 jamie@tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements, terms, and conditions as set forth in the above referenced Contract. Company: DKS Associates Signed: Comt Ar&injt., Date: 06-12-2019 Printed: Carl Springer "s F.I City of Tigard March 12, 2018 DKS Associates Attn: Carl Springer 720 SW Washington St Ste 500 Portland OR 97205 REF.: On-Call Traffic Services Period: March 1, 2018 through February 28, 2019 CONTRACT NOTICE OF AWARD - RENEWAL Contract# C150066 Dear Mr. Springer The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its third (3) one- year extension to the Contract effective from March 1, 2018 through February 28, 2019. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. You may keep a copy for your records. The City looks forward to doing business with DKS Associates. Sincerely, Jamie Greenberg Purchasing Assistant 503-718-2492 jamie@tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements, terms, and conditions as set forth in the above referencec3eContract.A,,,,,,,,,, DKS Associates Company: Signed: Date: 06-20-2018 Printed: Carl Springer n City of Tigard August 14, 2017 DKS Associates Attn: Carl Springer 720 SW Washington St Ste 500 Portland OR 97205 REF.: On-Call Traffic Services Period: March 1, 2017 through February 28, 2018 CONTRACT NOTICE OF AWARD — RENEWAL Contract# C150066 Dear Mr. Springer The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its second (2) one-year extension to the Contract effective from March 1, 2017 through February 28, 2018. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. You may keep a copy for your records. The City looks forward to doing business with DKS Associates. Sincerely, Jamie Greenberg Purchasing Assistant 503-718-2492 jamie@tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements,terms, and conditions as set forth in the above referenced Contract. Company: Signed: �2 �L Date: Printed: Cilt<>of Tigard . a CONTRACT CHANGE ORDER/ 13125 8XX Hall Blvd. e AMENDMENT #1 SUMMARY Tigard, Oregon 97223 Phone- (503) 639-Z_1 1 Fax- (501) 684-7297 WWW and-oi. of Project Title: 77CallTraffic Sen-ices Project Manager: Mike McCarthy Contractor: DKS Original Contract #: C150066 Effective Dates: 3/25/15 - 9/30/17 Chane Order/Amendment Amount: Accounting String:100-6250-54001 Amendment Percentage Running Total: % AMENDMENT DETAILS Scope Change—On-Call Traffic Engineering. DKS Associates moved monies to 95053 in the amount of $29,325.00. Scope change added to this contract are specific to project 95053 and include School Zone Flasher Design, Signing and Construction Management and Inspection. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ School Zone Flasher Desi 95053 REASONING FOR CHANGE ORDER/AMENDMENT Tigard has an on-call contract x6th DKS Associates for traffic engineering services such as review of traffic studies and design of smaller traffic control projects. Project 95053 is design and installation of`School 20 when flashing' signage for the Tigard High School and Durham Elementary School zones. DKS is qualified to perform the design and inspection work for this project. The purpose of this amendment is to use DKS under this on-call contract to design and inspect this project. The money from this contract is being moved not increased. BUDGET IMPACT AND REQUIRED ACTIONS REQUESTING PR JECT MANAGER APPRovMG CITY STAFF Signature Si ahue ?( Datc. Date Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules,regulations,and laws that may be in effect for the work. The unit pricing in the original contract shall apply to all Signature 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 the projeces FY budget. Date CTTY OF TIGARD,OREGON AMENDMENT TO CONTRACT ON-CALL TRAFFIC SERVICES AIVIEIVDMENT#�. The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and DKS Associates,hereinafter referred to as Engineer,entered into on the 25d'day of March,2015,is hereby amended as follows: EXHIBIT A—SCOPE OF SERVICES The following service tasks are added to the Agreement: F. School Zone Flasher Design Task 1: Project Management and Meetings This task includes project management efforts. This could include phone calls, emails, and administrative tasks such as invoicing. In addition to this project management,this task includes up to two (2)in-person meetings with City staff to review City comments on PS&E deliverables. Task 2:30%Design for School Warning Flasher and Sighing Engineer shall prepare 30"-o plans and a preliminary construction cost estimate for the installation of school zone flashers for Tigard High School and Durham Elementary School. Flasher assemblies will be installed on SW Durham Road as well as on side streets such as SW 92'Avenue and SW 79h Avenue intersecting the school zone. DKS will verify the existing school signing layout for the two schools meets standards and will update sign locations if necessary. The preferred power source for the flashers will be solar, but DKS will contact the manufacturer of the system to verify that solar power is appropriate. The following plan sheets will be prepared: Signing/Flasher Plans (1"=200)—2 sheets Design will meet the MUTCD, City of Tigard, and Washington County requirements. It is assumed the existing driver feedback and RRFB systems along Durham Road will be maintained and not impacted by this project. No survey or base map development has been included in this scope of services.It is assumed that the City will provide DKS with electronic GIS files showing existing curb lines and utilities where available. As part of this task,Engineer shall provide recommendations regarding the design of the school zone flasher/signage assemblies to be used for this project Since Washington County is anticipated to maintain this system, Engineer shall contact Washington County to discuss the system they use,so we can determine if it will also work for our project. Other recommendations will include the number of flashers on each assembly, support type (ie. perforated steel versus round steel),and draft sign locations. Deliverables • 3000' plans and cost estimate for City and County review Task 3: Final Design for Slchcci Vla_ning Flasher and Signing Engineer shall provide final plans, specifications and cost estimate (PS&E) for the installation of school zone flashers for Tigard High School and Durham Elementary School. Flasher assemblies will be installed on SW Durham Road as well as on side streets such as SW 92"'Avenue and SW 79`x'Avenue intersecting the school zone. Engineer shat verify the existing school signing layout for the two schools meets standards and will update sign locations if necessary. The preferred power source for the flashers will be solar, but Engineer shall contact the manufacturer of the system to verify that solar power is appropriate.The following four plan sheets will be prepared: Title/Index Sheet(NTS)—1 sheet • Signing/Flasher Plans (1"=200D—2 sheets • Signing/Hasher Details (NTS)— 1 sheet Engineer shall submit 90%plans, specifications and a cost estimate (PS&E) to the City of Tigard and Washington County for review. Engineer shall incorporate review comments from both agencies into a final stamped/signed PS&E submittal. Plans and specifications will meet the MUTCD, City of Tigard,and Washington County requirements. It is assumed the existing driver feedback and RRFB systems along Durham Road wi;l be maintained and not impacted by this project. No survey or base map development has been included in this scope of services. It is assumed that the City will provide DKS with electronic GIS files showing existing curb lines and utilities where available. It is assumed that DKS will provide plans, technical specifications, and engineer's cost estimate,and that the City will prepare the bid package. Delivezalb es • 90'o PS&E • Final PS&E Task 4: Construction M-.nagennent artd Inspection Engineer shall manage the construction of the project,including submittal review,responding to contractor inquiries,performing inspections,and preparing record drawings at project completion. DKS will provide the following services during construction: • Lead a preconstruction conference ■ Review submittals for conformance to the project requirements • Respond to RFIs or field questions as needed • Intermittent field inspections and/or field meetings to verify proper construction • Preparation of record drawings at project completion • Preparation of weekly progress reports to the City Engineer shall review and approve sign post locations in the field prior to installation and relocate if necessary to avoid utilities. A construction period of approximately eight weeks is assumed. This scope of services assumes that Washington County will provide final electrical inspection of the school zone flashers. Deliverables • Preconstruction meeting agenda and minutes • Submittal review and approval • RFI responses • Field inspections with summary report • Preparation of record drawings • Provide vendor manuals and training for City staff to program and operate flashers Total Cost Estimate—School Zone Flasher Design • $29,325 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 DKS ASSOCIATES GQ; Signature Signature 0MNne, C4 Printed Name Printed Name / W'` 2 f & iA / Date Date z City of Tigard May 31, 2016 DKS Associates Attn: I& 720 SW Washington St Ste 500 Portland OR 97205 REF.: On-Call Traffic Services Period lMdarch 1,2016 through February 28,2017 CONTRACT NOTICE OF AWARD - RENEWAL Dear Mr. Chewuk The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its first (1) one- year extension to the Contract effective from March 1, 2016 through February 28, 2017. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. You may keep a copy for your records. The City looks forward to doing business with DKS Associates. Sincerely, Jamie Greenberg Purchasing Assistant 503-718-2492 jamie@figard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements, terms, and conditions as set forth in the above referenced Contract. Company: Signed: Date: U/� 1jY Printed: t�j4,2� r��•1ld�-, CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM THIS FORMMUST ACCOMPANY EVER Y CONTRACT Contract Title: On-Call Traffic Services Number: v Contractor: DKS Associates Contract Total: NTE $90,000 Contract Overview: On-call engineering services including review of traffic impact analysis documents traffic operations, traffic design, development of traffic impact reports, and other incidental services as requested by the City Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low Risk Reduction Steps: Insurance required in the contract is in accordance with the insurance matrix Risk Comments: Risk Signature: Contract Manager: Kim McMillan Ext: 2642 Department: PW/Engineering Type: ❑ Purchase Agreement F-1 Personal Service F-1 General Service ❑ Public Improvement ❑ IGA ® Other: En ing eering Sys Agr Start Date: 3/25/15 End Date: 3/1/16* Quotes/Bids/Proposal: FIRM AMOUNT/SCORE DKS Associates from the Qualified List $90,000 Account String: Fund-Division-Account Work Order—Activit:Type Amount FY15 100-6250-54001 $250000 FY16 100-6250-54001 $65,000 FY17 Money not spent in previous FY's may be moved to FY18 FY17, FY18 or FY19 FY19 Apure- LCRB Date: Department Comments: *Contract can be extended annually for up to an additional four years. Department Signature: Purchasing Comments: Purchasing Signature: City Manager Comments: City Manager Signature: After securing all required approvals,forward original copy to the Contracting and Purchasing Oce along with a completed Contract Checklist. Contract Numbec, l nc)OCPto CITY OF TIGARD,OREGON ENGINEERING SERVICES AGREEMENT ON-CALL TRAFFIC SERVICES THIS AGREEMENT, made and entered into this 25`" day of March, 2015, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and DKS Associates, whose authorized representative is Carl Springer,and having a principal being a registered engineer of the State of Oregon,hereinafter referred to as the "Engineer." RECITALS WHEREAS, the City's 2014-2015 fiscal year budget provides for the services of an engineering firm to provide on-call traffic services;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 Scol2e of Services The Engineer shall perform professional engineering services relevant to the City's needs 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 March 1,2016,whichever occurs first. All work under this Agreement shall be completed prior to the expiration of this Agreement. The City and Engineer may agree to renew the Agreement for an additional four (4) one-year periods. The Engineer must submit their desire to renew the contract in writing 60 days prior to the anniversary date of the contract. The Engineer may submit a revised rate sheet during this renewal period. The City will provide the Engineer with a response to the request not less than thirty (30) days prior to the Agreement's anniversary date. The total term of the Agreement shall not exceed 5 (five) years. 3. Engineer's Fee A. Time and Material Fees and Maximum Fees 1) In consideration of the performance of these services, the Engineer will be compensated on a time and materials basis in accordance with the hourly billing rates set forth in Exhibit B, subject to annual revision, for a maximum fee not to exceed Ninety Thousand and No/100 Dollars ($90,000.00) over the life of the Agreement. B. Payment Schedule Payments shall be made upon receipt of billings based on the work completed. Billings shall be submitted by the Engineer periodically, but not more frequently than monthly. Payment by the City shall release the City from any further obligation for payment to the engineer for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Payment for Special Services Only when directed in writing by the City, the Engineer shall furnish or acquire for the City the professional and technical services based on the hourly rate schedule as described in Exhibit B of this contract for minor project additions and/or alterations. D. Certified Cost Records The Engineer shall furnish certified cost records for all billings pertaining to other than lump sum fees to substantiate all charges. For such purposes, the books of account of the Engineer shall be subject to audit by the City. The Engineer shall complete work and cost records for all billings on such forms and in such manner as will be satisfactory to the City. E. Contract Identification The Engineer shall furnish to the City its employer identification number, as designated by the Internal Revenue Service,or social security number,as the City deems applicable. F. Payment—General 1) Engineer shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 2) Engineer shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. 3) Engineer shall promptly,as due,make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Engineer or all sums which Engineer agrees to pay for such services and all moneys and sums which Engineer collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. 4) The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 5) Engineer shall make payments promptly, as due, to all persons supplying services or materials for work covered under this contract. Engineer shall not permit any lien or claim to be filed or prosecuted against the City on any account of any service or materials furnished. 6) If Engineer fails, neglects or refuses to make prompt payment of any claim for labor, materials, or services furnished to Engineer, sub-consultant or subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due to the Engineer. The payment of the claim in this 2 1 I'ag manner shall not relieve Engineer or their surety from obligation with respect to any unpaid claims. 4. Ownership of Plans and Documents: Records A. The field notes, design notes, and original drawings of the construction plans, as instruments of service, are and shall remain, the property of the Engineer; however, the City shall be furnished, at no additional cost, 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 party has so consented. If City agrees to assignment of tasks to a subcontract,Engineer shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. Engineer is Indel2endent Contractor A. The City's project director, or designee, shall be responsible for determining whether Engineer's work product is satisfactory and consistent with this agreement, but Engineer is not subject to the direction and control of the City. Engineer shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. B. Engineer is an independent contractor and not an employee of City. Engineer acknowledges Engineer's status as an independent contractor and acknowledges that Engineer is not an employee of the City for purposes of workers compensation law, public employee benefits law, or any other law. All persons retained by Engineer to provide services under this contract are employees of Engineer and not of City. Engineer acknowledges that it is not entitled to benefits of any kind to which a City employee is entitled and that it shall be solely responsible for workers compensation coverage for its employees and all other payments and taxes required by law. Furthermore, in the event that Engineer is found by a court of law or an administrative agency to be an employee of the City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Engineer under the terms of the agreement, to the full extent of any benefits or other remuneration Engineer receives 3 1 Page (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 represents to the City that the work under this contract will be performed in accordance with the professional standards of skill and care ordinarily exercised by members of the engineering profession under similar conditions and circumstances as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of an Engineer's work by the City shall not operate as a waiver or release. Acceptance of documents by City does not relieve Engineer of any responsibility for design deficiencies, errors or omissions. B. Claims for other than Professional Liability. Engineer agrees and shall indemnify, defend, save and hold harmless the City of Tigard,its officers, employees,agents, and representatives from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, of whatsoever nature, including intentional acts resulting from or arising out of the activities of Engineer or its subcontractors, sub-consultants, agents or employees in performance of this contract at both trial and appeal level,whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies.. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. C. Claims for Professional Liability. Engineer agrees and shall indemnify, defend, save and hold harmless the City of Tigard, its officers, employees, agents, and representatives from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, arising out of the professional negligent acts, errors or omissions of Engineer or its subcontractors, sub- 4 1 Page, consultants, agents or employees in performance of professional services under this agreement. Any work by Engineer that results in a design of a facility that is not readily accessible to and usable by individuals with disabilities shall be considered a professionally negligent act, error or omission. D. As used in subsections B and C of this section, a claim for professional responsibility is a claim made against the City in which the City's alleged liability results directly or indirectly,in whole or in part, from the quality of the professional services provided by Engineer,regardless of the type of claim made against the City in performance of this contract. A claim for other than professional responsibility is a claim made against the City in which the City's alleged liability results from an act or omission by Engineer unrelated to the quality of professional services provided by Engineer in performance of this contract. 8. Insurance Engineer and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover risks arising directly or indirectly out of Engineer's activities or work hereunder, including the operations of its subcontractors of any tier. Such insurance shall include provisions that such insurance is primary insurance with respect to the interests of City and that any other insurance maintained by City is excess and not contributory insurance with the insurance required hereunder. The policy or policies of insurance maintained by the Engineer and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Engineer shall obtain, at Engineer's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $330001000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury $1,0001000 Each Occurrence $23000,000 Fire Damage (Any one fire) $50,1000 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 Emit 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 5 1 Page: "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 months following contract completion. Continuous "claims-made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. Coverage will be endorsed to provide a"per project"aggregate. G. Insurance Carrier Rating Coverage provided by the Engineer must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M.Best rating of"A-VII" or better, or equivalent. The City reserves the right to reject all or any insurance 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. 6 1 Page 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 parties agree that Engineer's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. L. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability and commercial automobile policies required by this contract. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd Tigard,Oregon 97223 At the discretion of the City, a copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company may be required to be forwarded to the above address. Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance shall not be construed to limit Engineer's liability hereunder. Notwithstanding said insurance,Engineer shall be obligated for the total amount of any damage,injury, or loss caused by negligence or neglect connected with this contract. 9. Termination Without Cause At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Engineer. If City terminates the contract pursuant to this paragraph,it shall pay Engineer for services rendered to the date of termination. 10. Termination With Cause A. City may terminate this Agreement effective upon delivery of written notice to Engineer, or at such later date as may be established by City,under any of the following conditions: 7 1 Pena 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If Federal or State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Engineer, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked,or not renewed. 4) If Engineer becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Engineer, if a receiver or trustee is appointed for Engineer, or if there is an assignment for the benefit of creditors of Engineer. Any such termination of this agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Engineer, may terminate the whole or any part of this Agreement: 1) If Engineer fails to provide services called for by this agreement within the time specified herein or any extension thereof, or 2) If Engineer fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten days or such other period as City may authorize. 3) If Engineer fails to eliminate a conflict as described in Section 14 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Engineer shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Engineer shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Engineer bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages,if any, sustained by City due to breach of contract by Engineer. Damages for breach of contract shall be those allowed by Oregon law,reasonable and necessary attorney fees,and other costs of litigation at trial and upon appeal. 11. Non-Waiver The failure of City to insist upon or enforce strict performance by Engineer of any of the terms of this Agreement or to exercise any rights hereunder, should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 12. Method and Place of Giving Notice, Submitting Bills and Making Payments All notices,bills and payments shall be made in writing and may be given by personal delivery,mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: 8 Pad; CITY OF TIGARD DKS ASSOCIATES Attn: Kim McNUan,Asst City Engineer Attn: Carl Springer Address: 13125 SW Hall Blvd Address: 720 SW Washington St,Suite 500 Tigard,Oregon 97223 Portland,Oregon 97205 Phone: (503) 718-2642 Phone: (503) 243-3500 Email: kim c&tigard-ori. ov Email: cdsaa,dksassociates.com and when so addressed,shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices,bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving written notice pursuant to this paragraph. 13. Merger This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 14. Professional Services The City requires that services provided pursuant to this agreement shall be provided to the City by an Engineer, which does not represent clients on matters contrary to City interests. Further, Engineer shall not engage services of an engineer and/or other professional who individually, or through members of his/her same firm,represents clients on matters contrary to City interests. Should the Engineer represent clients on matters contrary to City interests or engage the services of an engineer and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests,Engineer shall consult with the appropriate City representative regarding the conflict. After such consultation, the Engineer shall have seven (7) days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 10 (B-3) of this agreement. 15. Force Majeure Neither City nor Engineer shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled,including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 9 1 Page 16. Non-Discrimination Engineer agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Engineer also shall comply with the Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws. 17. Errors Engineer shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 18. Extra (Changes)Work Only the City's Project Manager may authorize extra (and/or change) work. Failure of Engineer to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Engineer thereafter shall be entitled to no compensation whatsoever for the performance of such work. 19. Governing Law The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 20. Compliance With Applicable Law Engineer shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement,including those set forth in ORS 279A,27913,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. 10 1 Page 25. 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 OF TIGARD DKS ASSOCIATES By: Marty Wine, City Manager By: Authorize Co Tactor Representative Date Date 11 P g EXHIBIT A SCOPE OF SERVICES The Engineer shall complete traffic service tasks as requested by the City. In general, the types of task required shall include,but not necessarily be limited to,the following: A. Review of Traffic Impact Analysis Documents • Review of traffic impact analysis provided by others and evaluation of the trip generation, safety, and mitigation for new development. B. Traffic Operations • Review, study,and evaluate traffic safety issues and provide technical advice. C. Traffic Design • Design traffic signals, street lighting, signage, striping, and traffic control plans. • Peer review of traffic design elements for the City's Capital Improvement Plan and projects. D. Develop Traffic Impact Analysis Reports • Develop traffic impact analysis reports and provide technical reports to documents findings. E. Incidental Services • Coordination with City staff for design tasks. • Perform site visits to verify existing site conditions. • Provide technical reports,plans,and specifications as required. • Attend project meetings as requested. • Attend public hearings as requested. Task Authorization Engineer will perform on-call traffic services as requested by the City. For any assigned task,the City will authorize a task scope,budget, and schedule. For significant tasks,a separate scoping letter with detailed scoping information may be required. Budget. In consideration of the performance of these services,the Engineer will be compensated on a time and materials basis in accordance with the hourly billing rates set forth in Exhibit B. subject to annual revision, for a maximum fee not to exceed Ninety Thousand and No/100 Dollars ($90,000.00) over the life of the Agreement. This fee is based upon the scope of services and level of effort detailed above. 12 Page EXHIBIT B ENGINEER'S PROPOSAL AND RATE SHEET 13 Page ling Fee Schedule: Effective January 1, 2015 through December 31 2015 ENGINEERS and PLANNERS TECHNICIANS and SUPPORT STAFF Grade' Hourly Rate Grade Hour[y Rate Teeh bevel Hourly Rate Grade 1 $ 55.00 Grade 24 $ 170.00 Tech Level A $ 35.00 ................ _. _...._......_............_..........._..........................._...............................................................__._______..__.._.._...__.__.__......................................................................................................................................................................................................._......... Grade 2 60.00 Grade 25 175.00 Tech Level B 40.00 ...................................................................................................................._......................._...................._...................................................................................__ __ __ ____...._ ...................................................................................................................................................................-..........._......_...................... Grade 3 65.00 Grade 26 180.00 Tech Level C 45.00 _._ .. .................._......................................................................................................------______ ____ ........................................................................................................................................................................................................_....... Grade 4 70.00 Grade 27 185.00 Tech Level D 50.00 .........................__..................._......................._..........................................................................................................___ ____._..__._.._..._.._.............................................................................................................................._........................................................._..................... Grade 5 75.00 Grade 28 190.00 Tech Level E 1 55.00 .........._........._................_........................................................................_....._.................._...................._...__..._____ __._.._ ...................................................................................................................................................................................................._....... Grade 6 80.00 Grade 29 195.00 Tech Level F 60.00 ................................................................................._.........................._.....__............_............_..........._._....................................................................................__.._....._..__ - ___ .................................._............................................................................................................................................................................. Grade 7 85.00 Grade 30 200.00 Tech Level G 65.00 ............_............. Grade.._8........................_..._.............................90.00.. _.._......................._Grade..3.1....................._..__ 205.00 Tech Level H 70.00 Grade 9 95.00 Grade 32 210.00 Tech Level I 75.00 ................................................................................................._......................................................................................_................................I.........._..................__..__...___ _ __.._.._ _......................_............................................-.................................................................................................................................._....... Grade 10 100.00 Grade 33 215.00 Tech Level J 80.00 ...........................-............. .. _. . ............................................................................._______.._.._._...._...__._..............................................................................................................................................................._.............................I.........._....... Grade 11 105.00 Grade 34 220.00 Tech Level K 85.00 ...................._......................................................................._......_...................._........................,.........................._......................._.............................._.._._...._ _ _ __ - .......................................................................................................-..........................................__..._.............................................._....... Grade 12 110.00 Grade 35 225.00 Tech Level L 90.00 ......................................................................._...................._............................_................... ......................................................................._...___._.._.__..._ ...__..__.................................................................................................................................................................................._....................._....... Grade 13 115.00 .Grade..36.........................----. 230.00 .__ ...............................Tech Level..M................................................_..........95.00 .........................._....... Grade...1.4:................................._............._120.00 ._........................._Grade..3�.........................___ _. 235 00 ._..__...............................Tech Level._N.........................I............ 100.00 ...................... . .. ..2 .............. ...... _........................_..._..........................._....._....... Grade 15 125.00 Grade 3 8 240.00 Tech Level O 105.00 ........................................................._............................._..................................._.........................................................................................................................________ ___....._.................................................................................................................................................................._.........................I.........__....... Grade 16 130.00 Grade 39 245.00 Tech Level P 110.00 ....................................................................................................._.................._......................_..._.............................................................................................._..__...__._.....__-___..__........................................................................................................................................................................................._...................... Grade 17 135.00. ...............................Grade..40........................_ _:.._._._250.00_... _.................................Tech Level....Q.......................................... 115.00 ....................................................................... ........ ... ...................... ............................................................._._.._... Grade 18 140.00 Grade 41 255.00 Tech Level R 120.00 ................_.........._............._.....................................................__...................._............_....._...._..................................................................................................____._..._ __.. .__._ ........................................................................................................................................................................................_.....I................. Grade 19 145.00 Grade 42 260.00 Tech Level S 125.00 .........................................._..............._............................._......._......_..............._.._.._.._.........._..................................................................................._....._.---..._�.___.____- .................................._........................................................................................................................................._......................._....... Grade 20 150.00 Grade 43 265.00 Tech Level T 130.00 ........._....._...................._......I Grade21 155.00 Grade 44 270.00 ............................................................................................................. Grade 22 _....._.._.160.00. . Grade..45........................._ _ ...275.00 ..._ 1- • Tech Level...V................................ 140.00 .............................................. ..... ... ................................... ........................................................................._....... Grade 23 165.00 Project expenses will be billed at cost plus ten percent for service and handling. Project expenses include project- related costs such as reproduction through outside services,transportation,subsistence,delivery/postage,and vendor and subcontractor services. • All invoices are due and payable within 30 days of date of invoice. Invoices outstanding over 30 days will be assessed a 1 1/4 percent service charge,compounded,for each 30 days outstanding beyond the initial payment period. Service charges are not included in any agreement for maximum charges. • Expert witness charges are available on request. Revised January 5,2015 p:\r\contract\dks feesched 2015.doc