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Michels Corporation ~ C180011 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM (THIS FORM MUST ACCOMPANY EVERY CONTRACT) Ci1 I�`yContract Title: 72ndAvenue Culvert Invert Repair Number /VYIJ) / Contractor: Michels Corporation Contract Total: $9.980.00 Contract Overview: Michels Corporation provided a quote to repair an existing 32-inch culvert underneath 72nd Avenue at Red Rock Cr. The existing culvert is a corrugated metal pipe that has sections of the bottom missing. Initial Risk Level: ❑ Extreme ❑ High ® Moderate ❑ Low Risk Reduction Steps: Risk Comments: Risk Signature: Contract Manager: Andrew Newbury Ext: 2472 Department: PW/Engineering Type: ❑ Purchase Agreement ❑ Personal Service ❑ General Service ® Public Improvement ❑ IGA ❑ Other: Start Date: August 28.2017 End Date: December 31,2017 Quotes/Bids/Proposal: FIRM AMOUNT/SCORE Michels Corporation $9.980.00 Account String: Fund-Division-Account Work Order—Activity Type Amount FY 16-17 510-8000-56005 94001-140 $9.980.00 Approvals - LCRB Date: Department Comments: Department Signature: -; L Purchasing Comments: Purchasing Signature: City Manager Comments: City Manager Signature: After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. Contract#C,C<OD 1 CITY OF TIGARD,OREGON AGREEMENT FOR SERVICES RELATED TO CULVERT INVERT REPAIR—7211D AVENUE THIS AGREEMENT made and entered into this 29th day of August,2017 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called "City",and Michels Corporation,hereinafter called"Contractor",collectively known as the"Parties." RECITALS WHEREAS,Contractor has submitted a bid or proposal to City to provide specific services;and WHEREAS, Contractor is in the business of providing specific services and is aware of the purposes for which City requires the services;and WHEREAS, City and Contractor wish to enter into a contract under which City shall purchase the services described in Contractor's bid or proposal; THEREFORE,The Parties agree as follows: 1. SERVICES TO BE PROVIDED Contractor agrees to provide services related to a 32" culvert invert repair along SW 72'Avenue in Tigard as detailed in Exhibit A—Scope of Services and Eshibit B—both of which by this reference made a part hereof. 2. EFFECTIVE DATE AND DURATION Contractor shall initiate services upon receipt of City's notice to proceed,together with an executed copy of this Agreement. This Agreement shall become effective upon the date of execution and shall expire, unless otherwise terminated or extended, on December 31,2017. All services shall be completed prior to the expiration of this Agreement. 3. COMPENSATION City agrees to pay Contractor an amount not exceeding Nine Thousand Nine Hundred Eighty and No/100 dollars ($9,980.00) for performance of those services described herein,which payment shall be based upon the following applicable terms: A. Payment will be made in installments based on Contractor's invoice, subject to the approval by the City, and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. B. Payment by City shall release City from any further obligation for payment to Contractor, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. D. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. E. Contractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. F. If Contractor fails,neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a 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 the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims. G. Contractor shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one work 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. H. Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation,furnishing medical,surgical,hospital care or other needed care and attention incident to sickness or injury to the employees of Contractor or all sums which Contractor agrees to pay for such services and all moneys and sums which Contractor 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. I. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract during the current fiscal year. Appropriations for future fiscal years shall be subject to budget approval by the City Council. 4. ASSIGNMENT/DELEGATION Neither party shall assign or transfer any interest in or duty under this Agreement without the written consent of the other and any attempted assignment or transfer without the written consent of the other party shall be invalid. 5. SUBMITTING BILLS AND MAKING PAYMENTS All notices and bills shall be made in writing and may be given by personal delivery,mail or fax. Payments may be made by personal delivery,mail,or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: CITY OF TIGARD MICHELS CORPORATION Attn: Andrew Newbury,Sr Project Engineer Attn: Chris Hesselgrave Address: 13125 SW Hall Blvd. Address: 1715 16th Street SE Tigard,Oregon 97223 Salem,Oregon 97302 Phone: (503) 718-2472 Phone: (503) 364-1199 Email: andrewn@tigard-or.gov Email: chesselgrave@michels.us 6. TERMINATION The parties agree that any decision by either party to terminate this Agreement before the 31St day of December,2017 shall be accompanied by thirty(30) 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. 2 I P 7. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit,examination,excerpts and transcripts. 8. FORCE MAJEURE Neither City nor Contractor 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, induding but not restricted to, natural disaster,war, 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 (10) 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. NON-DISCRIMINATION Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Contractor 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. 10. INDEMNITY Contractor agrees to and shall defend, indemnify and hold harmless City, City's officers, employees, agents and representatives from and against all liability, claims, costs,demands,judgments, penalties, and causes of action of any kind or character,or other costs or expenses incidental to the investigation and defense thereof,of whatever nature,resulting from or arising out of the activities of the Contractor or its subcontractors,agents, or employees in performance of this contract, except,however,that the foregoing shall not apply to liability that arises out of the City's, its officers, employees, agents and representatives sole negligence. 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 remainder of this indemnification. 11. INSURANCE Contractor 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 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 (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: 3 1 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. Commercial Automobile Insurance Contractor shall also obtain, at contractor's expense, and keep in effect during the term of the contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles on an"occurrence" form.The Combined Single Limit per occurrence shall not be less than$2,000,000. If Contractor uses 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. C. Workers' Compensation Insurance The contractor, its Subcontractors, if any, and all employers providing work, labor, or materials under this Contract that are subject employers under the Oregon Workers' Compensation Law 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. Contractors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non- exempt employers shall provide Employer's Liability Insurance with coverage limits of not less than$1,000,000 each accident. D. 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. E. Insurance Carrier Rating Coverages provided by the Contractor 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. F. 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 4 � i >' amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. G. 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 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 below address prior to coverage expiration. H. 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. I. Primary Coverage Clarification The parties agree that Contractor'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. J. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability, professional liability,pollution and errors and omissions 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 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. 12. ATTORNEY'S FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs, including witness fees (expert and non-expert),attorney's fees and court costs on appeal. 13. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, 5j !. ,t workers compensation insurance, health care payments, payments to employees and subcontractors and income tax withholding contained in ORS Chapters 279A, 279B, and 279C, the provisions of which are hereby made a part of this agreement. 14. CITY OF TIGARD BUSINESS LICENSE Contractor 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. 15. 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 terms of proposal conflicting herewith. 16. 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. 17. 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. 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 authorize4049eY51 Fd officer and Contractor has executed this Agreement on the date hereinabove first written. CO C`' CITY OF TIGARD MICHELS CORPORATION j,• `} CrAl -•• ••• &Ate By: Authorized City Representative By:A , • /ontr`act9[r��R paint •t Au • v(�,w}-` tes Date Date 6 I E� EXHIBIT A SCOPE OF SERVICES The Contractor shall repair an existing 32-inch culvert underneath 72nd Avenue at Red Rock Creek. The existing culvert is a corrugated metal pipe that has sections of the bottom missing. Items included in work are,but not limited to,the following: • One mobilization to and from project site. Any additional mobilization will be negotiated. • Minor traffic control. Shoulder work ahead signs (2) and cones (20) only. Work will take place from the gravel shoulder;no lane closures will be required. • Pressure wash culvert to sound pipe with 3,500psi pressure washer. • Fill voids and patch invert of culvert from approximately 4-8 o'clock with StrongSeal "Profile Plus" fiber reinforced spray mortar,trowel smooth. • Spray Neopoxy NPR 5304 (125mils nominal) covering all mortar repaired area approx. 3-9 o'clock. 7 P EXHIBIT B CONTRACTOR'S PROPOSAL 8 ( Page ÷%,�4.t Michels Corporation Dba Michels Pipeline Construction CORPORATION Attn: City of Tigard August 15,2017 Rob Block Re: 32inch Culvert invert repair—SW 72°',Tigard Our quantities are calculated only from take-offs and limited by the information provided at the date indicated above,and the Owner should verify bidding quantities. Michels Pipe Services,a division of Michels Corporation,is pleased to provide the following quote to your firm for the above-mentioned project,per your request. The following prices should be considered confidential. Your investment for this project is as follows: Item Desc Ontv U/M Unit Ext ITEM 1 Mobilization 1 LS 980.00 980.00 ITEM 2 Repair Culvert Invert 1 LS 9,620.00 9,000.00 Total $9,980.00 Proposal based on award of all items. Items Included in Michels Pipe Services'Proposal: • Michels intends on executing all proposal work in one mobilization to and from project site.Any additional mobilization will be negotiated. • Minor traffic control for Michels'operations.Shoulder work ahead signs(2)and cones(20)only. Work will take place from the gravel shoulder;no lane closures will be required. • Pressure wash culvert to sound pipe with 3,500psi pressure washer. • Fill voids and patch invert of culvert from approx..4-8 o'clock with StrongSeal"Profile Plus"fiber reinforced spray mortar,trowel smooth. • Spray Neopoxy NPR 5304(125mils nominal)covering all mortar repaired area approx.3-9 o'clock. Any task or item not specifically included under this Proposal Letter is excluded from the scope of this project. Any additional items or information provided to Michels Pipe Services after the date of this Proposal Letter may result in modifications and/or adjustments to the schedule and pricing. Clarifications:Items&Tasks to be provided by Client/Owner(non-chargeable): • It is understood that this is not a permanent solution but rather a temporary repair that should reduce further erosion while long term repair methods are developed. • Water source to be within project limits and no cost will be associated with its use. • Dumpsite at or near the project site for material removed from manholes with no cost to Michels. • Removal of obstructions will be billed at Michels'current time&material rates. (N/A) • Prime Contractor must provide legal right of way access and physical"drive to"access to each structure for equipment and personnel to perform all aspects of MH rehabilitation operations. • Proposal assumes work will be performed in accordance with a mutually agreed upon schedule. Exclusions:Items&Tasks to be provided by Client/Owner(non-chargeable): 1715 16th Street SE,Salem OR 97302 • 503.364.1199 • www.rnichels.us OR#: 114278 • WA#:MICHEC*999JB • CA#: 553612 €qua!Opportunity Employer 4.8.0 H 4.4 `.'cH4.4 Michels Corporation Dba Michels Pipeline Construction CORPORATION • Site restoration. • All traffic control for Michels'work beyond minor T/C included above(if required).Flaggers,TC plans, Arrow Signs,and No-Parking signs are all excluded from Michels' scope. • Bypass of all lateral flows. • Bypass of all mainline flows. • Pressure testing,leakage testing,and exfiltration testing. • Any and all environmental requirements;including SWPPP and erosion control. • Notification of affected parties on a daily basis of the status of the project. • All permits,fees,licenses,engineering etc.,including but not limiting to,railroad permits/insurance if required,and any inspection fees associated with Michels'work. If at any time Michels Corporation discovers any condition that existed but was not discovered due to no fault of Michels Corporation or arises that prevents Michels Corporation from the installation of Neopoxy by normal methods,Michels'reserves the right to modify this Proposal Letter and any terms or conditions herein. If our crews are delayed through no fault of their own,Michels will charge the responsible party$650.00 per crew standby hour for straight time work,1 %time on all overtime work and double time on all weekend work;this rate will also be applied for any extra mobilizations,indoctrinations,meetings,training,etc. This quote is valid for 30 days and the payment terms are Cash,Net 30 days,no retainage,and supersede general or prime contract. If the Prime Contractor elects to accept Michels'proposal then both parties expressly agree that this proposal letter will be fully incorporated into the CONTRACT or SUBCONTRACT AGREEMENT. In the event of a conflict between any other provision in the Contract or Subcontract Agreement,the scope and intent of this Proposal Letter shall govern. Michels appreciates your consideration of this quote and looks forward to working with you on this project. Please feel free to contact me at(503)364-1199 if I may answer any questions you may have. Sincerely, Michels Corporation A. 44-4,001,4d—e-- Chris Hesselgrave—Estimator/Project Manager 1715 16th Street SE,Salem OR 97302 • 503.364.1199 • www michels.us OR#:114278 • WA#:MICHEC*999JB • CA#:553612 Equal Opportunrty Employer