AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES
CONTRACT NO. ___________
BULL RUN WATER SUPPLY
HABITAT CONSERVATION PLAN AND NEPA ANALYSIS, PHASE 2A
This contract is between the City of Portland, acting by and through its Elected Officials, hereafter called "City," and CH2M Hill, Inc., hereafter called Contractor. The City's Project Manager for this contract is Steve Kucas.
Effective Date and Duration
This contract shall become effective on August 25, 2004 (or on the date at which every party has signed this contract, whichever is later.) This contract shall expire, unless otherwise terminated or extended, on April 30, 2005.
Statement of Work
(a) The statement of work is contained in EXHIBIT A attached hereto and by this reference made a part hereof.
(b) The delivery schedule for the work is identified by work task in EXHIBIT A.
Consideration
(a) City agrees to pay Contractor a total sum not to exceed $ 278,608 for accomplishment of Phase 2A of this work.
(b) Interim payments shall be made to Contractor according to the schedule identified in EXHIBIT A.
Terms and conditions listed on pages 2 - 4.
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CONTRACTOR DATA, CERTIFICATION, AND SIGNATURE
Name (please print): CH2M HILL, Inc.
Address: 825 NE Multnomah, Suite 1300, Portland, OR 97232
Social Security #: _______________________________
Federal Tax ID #: 59-0918189_______ State Tax ID #: 138920________ Business License # 308278-6_____________
Citizenship: Nonresident alien ____ Yes ____ No
Business Designation (check one): ____ Individual ____ Sole Proprietorship ____ Partnership __X__ Corporation
____ Limited Liability Co (LLC) ____ Estate/Trust ____ Public Service Corp. ____ Government/Nonprofit
Payment information will be reported to the IRS under the name and taxpayer I.D. number provided above. Information must be provided prior to contract approval. Information not matching IRS records could subject you to 20 percent backup withholding.
I, the undersigned, agree to perform work outlined in this contract in accordance to the terms and conditions (listed on pages 2-4 and made part of this contract by reference) and the statement of work made part of this contract by reference; hereby certify under penalty of perjury that I/my business am not/is not in violation of any Oregon tax laws; hereby certify that my business is certified as an Equal Employment Opportunity Affirmative Action Employer as prescribed by Chapter 3.100 of Code of the City of Portland; and hereby certify I am an independent contractor as defined in ORS 670.600.
Approved by the Contractor: _______________________________________ _____________________
Signature/Title Date
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CITY OF PORTLAND SIGNATURES
Approved by Mayor or Commissioner: _______________________________________________________ Elected Official or Delegate Date
Approved by Bureau Director: _______________________________________________________
Bureau Director Date
Approved by City Auditor: _______________________________________________________
City Auditor Date
Approved as to form
by City Attorney: _______________________________________________________
(Rev.07/00) Office of City Attorney Date
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CITY OF PORTLAND
STANDARD CONTRACT PROVISIONS FOR
PROFESSIONAL, TECHNICAL & EXPERT SERVICES (MANDATORY PROVISIONS)
1. Access to Records
The Contractor shall maintain, and the City of Portland ("City") and its duly authorized representatives shall have access to the books, documents, papers, and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts, and transcripts for a period of three years after final payment. Copies of applicable records shall be made available upon request. Payment for cost of copies is reimbursable by the City.
2. Audits
(a) The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and services specified in this agreement at any time in the course of the agreement and during the three (3) year period established by section 1, Access to Records. Audits will be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States General Accounting Office.
(b) If an audit discloses that payments to the Contractor were in excess of the amount to which the Contractor was entitled, then the Contractor shall repay the amount of the excess to the City.
(c) If any audit shows performance of services is not efficient in accordance with Government Auditing Standards, or that the program is not effective in accordance with Government Auditing Standards, the City may pursue remedies provided under section 5, Early Termination of Agreement and section 7, Remedies.
3. Effective Date and Duration
The passage of the contract expiration date (as recorded on reverse side) shall not extinguish, prejudice, or limit either party's right to enforce this contract with respect to any default or defect in performance that has not been cured.
4. Funds
The City certifies that sufficient funds are available and authorized for expenditure to finance this contract.
5. Early Termination of Agreement
(a) The City and the Contractor, by mutual written agreement, may terminate this Agreement at any time.
(b) The City, on thirty (30) days written notice to the Contractor, may terminate this Agreement for any reason deemed appropriate in its sole discretion.
(c) Either the City or the Contractor may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination, however, the party seeking the termination shall give to the other party written notice of the breach and of the party's intent to terminate. If the party has not entirely cured the breach within fifteen (15) days of the notice, then the party giving the notice may terminate the Agreement at any time thereafter by giving a written notice of termination.
6. Payment on Early Termination
(a) In the event of termination under subsection 5(a) or 5(b), Early Termination of Agreement hereof, the City shall pay the Contractor for work performed in accordance with the Agreement prior to the termination date.
(b) In the event of termination under subsection 5(c), Early Termination of Agreement hereof, by the Contractor due to a breach by the City, then the City shall pay the Contractor as provided in subsection (a) of this section.
(c) In the event of termination under subsection 5(c), Early Termination of Agreement hereof, by the City due to a breach by the Contractor, then the City shall pay the Contractor as provided in subsection (a) of this section, subject to set off of excess costs, as provided for in section 7(a), Remedies.
(d) In the event of early termination all of the Contractor's work product will become and remain property of the City.
7. Remedies
(a) In the event of termination under subsection 5(c), Early Termination of Agreement, hereof, by the City due to a breach by the Contractor, then the City may complete the work either itself, by agreement with another contractor or by a combination thereof. In the event the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this contract, then the Contractor shall pay to the City the amount of the reasonable excess.
(b) The remedies provided to the City under section 5, Early Termination of Agreement and section 7, Remedies for a breach by the Contractor shall not be exclusive. The City also shall be entitled to any other equitable and legal remedies that are available.
(c) In the event of breach of this Agreement by the City, then the Contractor's remedy shall be limited to termination of the Agreement and receipt of payment as provided in section 5(c), Early Termination of Agreement and section 6(b), Payment on Early Termination hereof.
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8. Subcontracts and Assignment
Contractor shall not subcontract, assign or transfer any of the work scheduled under this agreement, without the prior written consent of the City. Notwithstanding City approval of a subcontractor, the Contractor shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Contractor hereunder. The Contractor agrees that if subcontractors are employed in the performance of this Agreement, the Contractor and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation.
9. Disclosure Statements
Contractor will be required to sign disclosure statements specifying to the federal lead agencies that they have no financial or other interest in the outcome of the project per National Environmental Policy Act (NEPA) regulations, 40 CFS 1506.5(c).
10. Compliance with Applicable Law
In connection with its activities under this Agreement, Contractor shall comply with all applicable federal, state and local laws and regulations. Contractor shall complete Exhibit B, Independent Contractor/Workers’ Compensation Insurance Questionnaire, which is attached hereto and by this reference made a part hereof.
10a. Indemnity - Claims for Other than Professional Liability
Contractor shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions of whatsoever nature, including intentional acts, resulting from or arising out of the activities of Contractor or its subcontractors, agents or employees under this agreement.
10b. Indemnity - Claims for Professional Liability
Contractor shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions arising out of the professional negligent acts, errors or omissions of Contractor or its subcontractors and sub-consultants, agents or employees in performance of professional services under this agreement.
10c. Indemnity - Standard of Care
If Contractor's services involve engineering or consulting, the standard of care applicable to Contractor's service will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time such services are performed. Contractor will re-perform any services not meeting this standard without additional compensation.
11. Insurance
Exhibit C is hereby referenced and made a part of this contract.
12. Ownership of Work Product
All work products of the Contractor which result from this contract are the exclusive property of the City.
13. Nondiscrimination
Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Contractor also shall comply with the Americans With Disabilities Act of 1990 (Pub I. No. 101-336) including Title II of that Act, ORS 659.425, and all regulations and administrative rules established pursuant to those laws.
14. Successors in Interest
The provisions of this contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and approved assigns.
15. Severability
The parties agree that if any term or provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid.
16. Waiver
The failure of the City to enforce any provision of this contract shall not constitute a waiver by the City of that or any other provision.
17. Errors
The Contractor shall perform such additional work as may be necessary to correct errors in the work required under this contract without undue delays and without additional cost.
18. Governing Law
The provisions of this contract 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 contract must be brought in the appropriate court in Multnomah County Oregon.
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19. Amendments (a) The City and the Contractor may amend this Agreement at any time only by written amendment executed by the City and the Contractor. All changes to this contract, including changes to the scope of work and contract amount, must be made by written amendment and approved by the Purchasing Agent to be valid. Any amendment that increases the original contract amount between 10% and 25% must be approved by the Commissioner of Public Affairs and Purchasing Agent to be valid. Any amendment that increases the original contract by more than 25% must be approved by the City Council to be valid. The Project Manager, on behalf of the City, may agree to and execute an amendment that could include changes in the scope of work and increases in the original contract amount less than 10%.
20. Business License
The Contractor shall obtain a City of Portland business license as required by PCC 7.02.030 prior to beginning work under this Agreement. The Contractor shall provide a business license number in the space provided on page one of this Agreement.
21. Prohibited Interest
(a) No City officer or employee during his or her tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.
(b) No City officer or employee who participated in the award of this Agreement shall be employed by the Contractor during the period of the Agreement.
22. Payment to Vendors and Subcontractors
The Contractor shall timely pay all suppliers, lessors and contractors providing it services, materials or equipment for carrying out its obligations under this Agreement. The Contractor shall not take or fail to take any action in a manner that causes the City or any materials that the Contractor provides hereunder to be subject to any claim or lien of any person without the City's prior written consent.
Merger Clause
THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION, OR CHANGE OF TERMS OF THIS CONTRACT 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 CONTRACT. CONTRACTOR, BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE OR SHE HAS READ THIS CONTRACT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
OPTIONAL PROVISIONS (selected by City Project Manager)
23. Arbitration: /_X_/ Not Applicable /___/ Applicable (consult with City Attorney’s Office before finalizing as applicable)
(a) Any dispute arising out of or in connection with this Agreement, which is not settled by mutual agreement of the Contractor and the City within sixty (60) days of notification in writing by either party, shall be submitted to an arbitrator mutually agreed upon by the parties. In the event the parties cannot agree on the arbitrator, then the arbitrator shall be appointed by the Presiding Judge (Civil) of the Circuit Court of the State of Oregon for the County of Multnomah. The arbitrator shall be selected within thirty (30) days from the expiration of the sixty (60) day period following notification of the dispute. The arbitration, and any litigation arising out of or in connection with this Agreement, shall be conducted in Portland, Oregon, shall be governed by the laws of the State of Oregon, and shall be as speedy as reasonably possible. The applicable arbitration rules for the Multnomah County courts shall apply unless the parties agree in writing to other rules. The arbitrator shall render a decision within forty-five (45) days of the first meeting with the Contractor and the City. Insofar as the Contractor and the City legally may do so, they agree to be bound by the decision of the arbitrator.
(b) Notwithstanding any dispute under this Agreement, whether before or during arbitration, the Contractor shall continue to perform its work pending resolution of a dispute, and the City shall make payments as required by the Agreement for undisputed portions of work.
24. Progress Reports: /_X_/ Applicable /___/ Not Applicable
The Contractor shall provide monthly progress reports to the Project Manager. If applicable, Exhibit A should list what information the Contractor must include in monthly progress reports.
25. Contractor's Personnel: /_X_/ Applicable /___/ Not Applicable
The Contractor shall assign the following personnel to do the work in the capacities designated: Selected personnel are listed in Exhibit A.
26. Grant Agreement
the City signed a grant agreement with the Oregon Department of Fish and Wildlife to accept Section 6 grants funds from the U.S. Fish and Widllife Service (ODFW Grant 001-3049S-Fish). The Contractor may abide by the terms of the grant agreement attached to this Agreement.
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