AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

CONTRACT NO. ___________

SHORT TITLE OF WORK PROJECT:

DESIGN OF WOODS TRUNK SEWER REHABILITATION PROJECT, NO 8084 – MICROTUNNELING ELEMENTS

This contract is between the City of Portland, acting by and through its Elected Officials, hereafter called “City,” and Bennett-Staheli Engineers, hereafter called “Contractor”. The City's Project Manager for this contract is Steven Burger.

Effective Date and Duration

This contract shall become effective on December 8, 2005 (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 December 31, 2006.

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 in EXHIBIT A.

Consideration

(a)  City agrees to pay Contractor a sum not to exceed $163,871.59 for accomplishment of the 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.

===========================================================================================

CONTRACTOR DATA, CERTIFICATION, AND SIGNATURE

Name (please print):  Bennett-Staheli Engineers                

Address:      126 NW Canal Street, Suite 300, Seattle, WA 98107          

Social Security #: _______________________________

Federal Tax ID #: 460507796     State Tax ID #: _______________ Business License # 651329    

Citizenship:  Nonresident alien ____ Yes  X No

Business Designation (check one): ____ Individual ____ Sole Proprietorship ____ Partnership XX   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

==========================================================================================

CITY OF PORTLAND SIGNATURES

Approved by Mayor or Commissioner:    _______________________________________________________              Elected Official or Delegate        Date

Approved by City Auditor:    _______________________________________________________

         City Auditor          Date

Approved as to form

by City Attorney:      _______________________________________________________

       Office of City Attorney        Date

Page 1 of 4                    Rev. 01/05

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 the cost of 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.

Page 2 of 4                    Rev. 01/05

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.  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.

9a.  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.

9b.  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.

9c.  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.

10.  Insurance

Exhibit C is hereby referenced and made a part of this contract.

11.  Ownership of Work Product

All work products of the Contractor, which result from this contract, are the exclusive property of the City.

12.  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.

13.  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.

14.  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.

15.  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.

16.  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.

17.  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.

Page 3 of 4                    Rev. 01/05

18.  Amendments

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 by more than 25% must be approved by the City Council to be valid.

19.  Business License

The Contractor shall obtain a City of Portland business license as required by PCC 7.02 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. Additionally, the Contractor shall pay all fees or taxes due under the Business License Law and the Multnomah County Business Income Tax (MCC Chapter 12) during the full term of this contract. Failure to be in compliance may result in payments due under this contract to be withheld to satisfy amount due under the Business License Law and the Multnomah County Business Income Tax Law.

20.  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.

21.  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)

22.  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.

23.  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.

24.  Contractor's Personnel: /_X__/ Applicable /___/ Not Applicable

The Contractor shall assign the following personnel to do the work in the capacities designated: If applicable, list selected personnel in Exhibit A.

Page 4 of 4                    Rev. 01/05

AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

EXHIBIT A

Statement of the Work

and

Payment Schedule

Purpose of the Contract

This Contract is for professional engineering services to perform the design of the microtunneling portions of the Woods Trunk Sewer Rehabilitation Project (Bureau of Environmental Services Project No 8084). The work includes design, preparation of contract drawings and specifications and construction services. The microtunneling contract documents will be a component of a larger set of materials that will comprise the complete project contract documents. Other project work will include traditional open-cut construction, pipe abandonment, service lateral installation and surface restoration.

The Woods Trunk Sewer, located in the Lair Hill neighborhood of Southwest Portland, is in a severely deteriorated condition and portions have collapsed. The existing 24 to 36-inch diameter brick and stone sewer was constructed between 1893 and 1909 and runs along an old creek bed, now 50 feet deep beneath fill material.

This exhibit includes the following attachments:

•  Attachment “A”: Scope of Services For the Design of Woods Trunk Sewer Rehabilitation Project, No 8084 – Microtunneling Elements (CIP # 8084)”

•  Attachment “B”: Microtunneling Design Schedule

•  Attachment “C”: Payment schedule for Woods Trunk Sewer Emergency Repair Project, Proposal for Consulting Services on Phase 2 Work, Bennett-Staheli Engineers

•  Attachment “D”: Consultant Performance Evaluation Form. This will be completed by the City at 60%, project completion and for any major change in personnel

•  Attachment “E”: Sample BES Monthly Subcontracting Utilization Report for Professional Services Contracts

Contractor Responsibilities

The Contractor shall provide engineering services specifically to the Bureau of Environmental Services as needed to complete the work detailed in Attachment “A” titled “Scope of Services For the Design of Woods Trunk Sewer Rehabilitation Project, No 8084 – Microtunneling Elements (CIP # 8084)”.

Payment schedule is provided in Attachment “C”, titled “Payment Schedule for Woods Trunk Sewer Emergency Repair Project, Proposal for Consulting Services on Phase 2 Work, Bennett-Staheli Engineers”.

City Responsibilities

The City shall make available sufficient hours of staff personnel as required to meet with Contractor and provide information as required. The City's Project Manager for this contract is Steven Burger. His contact information is listed below. The Contractor will receive written notice from the City if the City’s Project Manager is changed.

Phone:    (503) 823-5346

Fax:    (503) 823-7110

Email:    stevenb@bes.ci.portland.or.us

Mailing address:  City of Portland

Bureau of Environmental Services

   1120 SW 5^th Ave, Room 1000

   Portland, OR 97204-1972

The City reviews and comments for each of the design levels (30%, 60%, 90%, and final) will be completed and returned to the Contractor in thirteen business days after receiving the Contractor's design submittal. Other specific duties the City will perform include:

•  Overall management of project,

•  Management of this PTE contract,

•  Geotechnical/environmental soils investigations,

•  Application for local, State and Federal permits,

•  Private property access,

•  Survey and surveyed utility locations,

•  Structural design for sewer elements not related to micortunneling stations,

•  Hydraulic modeling,

•  Erosion, sediment and pollution control plans,

•  Design of post-construction vegetation restoration,

•  Public outreach and involvement,

•  Coordination and compilation of consultant work into bid documents, and

•  Project management during construction.

Payment schedule is provided in Attachment “C”, titled “Payment Schedule for Woods Trunk Sewer Emergency Repair Project, Proposal for Consulting Services on Phase 2 Work, Bennett-Staheli Engineers”.

Schedule

The Contractor shall provide the services described above in accordance with the schedule in Attachment “B”.

Compensation

The total compensation is not to exceed the amount of this agreement. The City shall pay the Contractor for work performed under this Agreement according to the attached payment schedule. The payment shall be full compensation for work performed, for services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to perform the work and services.

Compensation for this task-oriented contract shall be based on level of effort as identified in Attachment “A” and Attachment “C” of this Exhibit. Interim payments shall be based on individual hours billed to individual tasks. The City shall make interim payments for each task, up to ninety percent (90%) of the amount for each task. At the completion of each task the remaining 10% billable amount shall be paid in full.

Compensation shall not exceed total for each task. The Contractor may request to reallocate compensation between tasks. The City may provide written approval for such requests at its discretion, provided dollar reallocation does not exceed total contract authorization.

Interim payments shall be based on the consultant’s actual effort to complete the services pursuant to the approved personnel-loading chart, which identifies all assigned personnel, hourly rate services and level of effort for both the consultant and any subconsultants.

Billing and Payment Procedure

The Contractor's billing and City's payment procedures shall be as set out below:

On or before the 15th of each month, the Contractor shall submit to the City's Project Manager an invoice for work performed by the Contractor during the preceding month. The invoice shall set out all items for payment including the name of the individual, labor category, hours worked during the period and task performed and numbers completed for other items within period and total amount claimed. The City contract number shall be included on the invoice for each billing. The invoice shall have photocopies attached of claimed reimbursable expense items. Within 30 days after receipt of the bill, provided the Project Manager has certified the payment as due, the City shall pay the amount certified to the Contractor. The Project Manager's certification of a payment as due, however, shall not prevent the Project Manager from later determining that the certification was in error, and from withholding the disputed sum from the next progress payment until the dispute is resolved.

Payment to the Contractor is due upon receipt of invoice by Owner. If payment is not made within 30 days, interest on the unpaid balance will accrue beginning with the 31st day at the rate of 9 percent per annum or the maximum interest rate permitted by law, whichever is the lesser. Such interest will become due and payable at the time said overdue payment is made.

The City Project Manager may halt progress payments whenever it appears that the Contractor has billed more than 50% of the maximum task amount, but has completed only 25% or less of the work required for that task. Payments for that task will resume when 50% of the work required for that task is completed.

Progress Reports

The Contractor shall provide monthly progress reports to the Project Manager. Each progress report shall contain the following information:

1.  Project Identification Information

2.  Status Summary

3.  Work Accomplished During the Last Month (by task)

4.  Work Planned for Next Month (by task)

5.  Problems, Alternative Solutions, Impacts, Recommendations, Action Needed, by Whom, When

6.  Budget Summary (Planned, Expended, Completed)

7.  Proposed Corrective Action to Work Plan to Maintain Budget and Schedule

8.  Project Schedule for the Microtunneling design

9.  Updated Total Project Budget Forecast

10.  Earned Value Performance Measures for each subtask. Such measures shall include a tabular comparison between Budgeted Cost of Work Performed (BCWP) and Actual Cost of Work Performed (ACWP) and BCWP and Budgeted Cost of Work Scheduled (BCWS). The table shall include the schedule performance index (BCWP/BCWS) and cost performance index (BCWP/ACWP)

11.  BES Monthly Subcontracting Utilization Report for Professional Services Contracts (Sample report in Attachment “F”)

City Multiplier Policy

The multiplier applied to salaries shall not exceed 3.1. The multiplier shall include the following non-reimbursable expenses: fringe benefits, payroll bonuses, autos and other defined perquisites, telecommunications, facsimile services, overhead expenses including but not limited to local and long distance telephone, parking, delivery/courier, general business and professional liability insurance, advertising costs, postage, internal copying, lease of office equipment, mileage and other local travel costs, information technology (including computer time and CAD services and other related highly specialized equipment), all other direct costs not identified as reimbursable, other indirect costs and profit.

Hourly rates for the Contractor are shown in Attachment “C”, titled “Payment Schedule for Woods Trunk Sewer Emergency Repair Project, Proposal for Consulting Services on Phase 2 Work, Bennett-Staheli Engineers”.

Standard Reimbursable Costs

Normal and frequent office cost including computers (including CAD), photocopies, phones, photographs, facsimiles, standard postage, parking and miscellaneous expenses of a minor nature shall be considered incidental costs (included in the multiplier) and non-billable. Other direct expenses are billable at cost. Reproduction of required drawings, reports, specifications, bidding documents, are billable at cost. Reproduction in excess of the number required by the City as part of the contract shall be billable at an amount less the cost of reproduction for Contractor’s use. Overnight shipping or courier service will be paid at cost if requested by the City.

During this contract, travel costs from the Contractor’s office in Seattle, Washington to the project site or to City offices in downtown Portland will be reimbursed at the flat rate of $300.00 per trip. The per-trip rate includes all travel costs associated with the trip including mileage and personnel wages. All other local travel costs shall be considered incidental costs (included in the multiplier) and are not reimbursable. Local travel, meals and lodging costs during on-site construction management will be reimbursed at a flat rate of $150 per day.

Out-of-town travel (travel to a location outside a 100-mile radius of Consultant’s Seattle office) directly attributed to specific tasks other than travel between Contractor’s office and project site/City offices described above, is reimbursable when specified in the contract or requested by BES. Out-of-town travel costs will be reimbursed without mark-up and in accordance with the City’s Travel Expense Guidelines (currently the Runzheimer Index). Mileage is reimbursable at the current IRS rate. When eligible for reimbursement, travel expenses shall be limited to reasonable expenses, which shall be determined in the sole discretion of the City’s Project Manager.

Subcontractor Costs

Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. The maximum markup on subcontractor services shall not exceed 5%.

Adjustment of Labor Rates

Each January the contract is in force, hourly rates may be adjusted annually to an amount not to exceed the average inflation rate for the Portland Metropolitan Area as determined from the US Department of Labor statistics and certified by the City of Portland Auditor. Other than the impact of inflation as described above, compensation rates may not be increased.

Exhibit A                    Rev 01/05

EXHIBIT B

INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

SECTION A

CONTRACTOR CERTIFICATION I, undersigned, am authorized to act on behalf of entity designated below, hereby certify that entity has current Workers' Compensation Insurance.

 Signature_________________________________ Date_________________________ Entity_______________________

SECTION B

ORS 670.600 Independent contractor; standards. As used in various provisions of ORS Chapters 316, 656, 657, and 701, an individual or business entity that performs labor or services for remuneration shall be considered to perform the labor or services as an "independent contractor" if the standards of this section are met. The contracted work meets the following standards:

1.  The individual or business entity providing the labor or services is free from direction and control over the means and manner of providing the labor or services, subject only to the right of the person for whom the labor or services are provided to specify the desired results;

2.  The individual or business entity providing labor or services is responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the individual or business entity to conduct the business;

3.  The individual or business entity providing labor or services furnishes the tools or equipment necessary for performance of the contracted labor or services;

4.  The individual or business entity providing labor or services has the authority to hire and fire employees to perform the labor or services;

5.  Payment for the labor or services is made upon completion of the performance of specific portions of the project or is made on the basis of an annual or periodic retainer.

 ____________________________________________________________________  ____________________________

 Project Manager Signature              Date

_____________________________________________________________________________________________________________________

SECTION C

Independent contractor certifies he/she meets the following standards:

1.  The individual or business entity providing labor or services is registered under ORS Chapter 701, if the individual or business entity provides labor or services for which such registration is required;

2.  Federal and state income tax returns in the name of the business or a business Schedule C or form Schedule F as part of the personal income tax return were filed for the previous year if the individual or business entity performed labor or services as an independent contractor in the previous year; and

3.  The individual or business entity represents to the public that the labor or services are to be provided by an independently established business. Except when an individual or business entity files a Schedule F as part of the personal income tax returns and the individual or business entity performs farm labor or services that are reportable on Schedule C, an individual or business entity is considered to be engaged in an independently established business when four or more of the following circumstances exist. Contractor check four or more of the following:

_____  A.  The labor or services are primarily carried out at a location that is separate from the residence of an individual who performs the labor or services, or are primarily carried out in a specific portion of the residence, which portion is set aside as the location of the business;

_____  B.  Commercial advertising or business cards as is customary in operating similar businesses are purchased for the business, or the individual or business entity has a trade association membership;

_____  C.  Telephone listing and service are used for the business that is separate from the personal residence listing and service used by an individual who performs the labor or services;

_____  D.  Labor or services are performed only pursuant to written contracts;

_____  E.  Labor or services are performed for two or more different persons within a period of one year; or

_____  F.  The individual or business entity assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided.

 ____________________________________________________________________  ____________________________

 Contractor Signature              Date

EXHIBIT B                    Rev. 01/05

EXHIBIT C

INSURANCE (The Project Manager must answer and initial 2, 3, and 4 below).

During the term of this contract Contractor shall maintain in force at its own expense, each insurance noted below:

1.  Workers Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers (contractors with one or more employees, unless exempt under ORS 656.027).

2.  _X____ Required and attached or Waived by City Attorney :_______

General Liability insurance with a combined single limit of not less than $500,000 each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract, and shall provide that City of Portland, and its agents, officers, and employees are Additional Insured but only with respect to the Contractor's services to be provided under this Contract:

3.  __X___ Required and attached or Waived by City Attorney : _______                

Automobile Liability insurance with a combined single limit of not less than $500,000 each occurrence for Bodily Injury and Property Damage, including coverage for owned, hired, or nonowned vehicles, as applicable:

4.  __X___ Required and attached or Waived by City Attorney : ______

Professional Liability insurance with a combined single limit of not less than $1,000,000 each claim, incident, or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract.

5.  On all types of insurance. There shall be no cancellation, material change, reduction of limits, or intent not to renew the insurance coverage(s) without 30-days written notice from the Contractor or its insurer(s) to the City.

6.  Certificates of insurance. As evidence of the insurance coverages required by this contract, the Contractor shall furnish acceptable insurance certificates to the City at the time contractor returns signed contracts. The certificate will specify all of the parties who are Additional Insured and will include the 30-day cancellation clause that provides that the insurance shall not terminate or be cancelled without 30 days written notice first being given to the City Auditor. Insuring companies or entities are subject to City acceptance. If requested, complete policy copies shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance.

Attachment A

Scope of Services for

DESIGN OF WOODS TRUNK SEWER REHABILITATION PROJECT,

NO 8084 – MICROTUNNELING ELEMENTS

TASK 1  PROJECT MANAGEMENT & MEETINGS

1.1.0 PRIMARY TASK DESCRIPTION

▪  Microtunnel design meetings/presentations (two)

▪  Participate in BES project meetings (three)

▪  Microtunnel pre-construction meeting

▪  Microtunnel pre-construction workshop

▪  Progress report submitted with monthly invoice

▪  Additional project management to accommodate city schedule (up to 3-months)

1.2.0  RESPONSIBLE TEAM MEMBERS

For this task and subsequent tasks described below, the Contractor shall not change these Responsible Team Members without the written consent of the City Project Manager, which consent shall not be unreasonably withheld.

1.3.0  APPROACH TO WORK

Contractor's Project Manager shall attend design meetings as requested by City. Contractor’s Principal-in-Charge, shall attend a minimum of 20 hours of meetings as requested by City. Other responsible team members shall be made available to attend on an as needed basis. As requested by City, Contractor shall support meetings with materials production, review, and design to meet the proposed project schedule. In the event that the Contractor's Project Manager is unable to attend a meeting, the Principal in Charge shall attend in his place.

During the Microtunnel pre-construction meeting, the Contractor shall specifically address microtunneling boring machine selection criteria, inter-jacks, machine diameter vs. torque, machine diameter vs. cost, obstructions, soil processing and construction risk. This meeting shall be about four hours in duration.

During the Microtunnel pre-construction workshop, the Contractor shall specifically address the geotechnical baseline report, the probability of obstructions, settlement, soil void filling and sewer filling, shaft break-ins and break-outs, shaft construction methods, 911 shafts, obstruction removal schemes, limits of fill and soils in the open-cut areas. The workshop shall be about 8 hours in duration.

1.4.0  LIST OF DELIVERABLES

The following deliverables are to be submitted:

1.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is $22,331.65.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

1.6.0  SCHEDULE

Start date: December 8, 2005 (Notice-to-Proceed for PTE services).

Anticipated completion date: September 30, 2006 (End of Construction).

Refer to Attachment “B” for microtunneling design schedule.

Tentative Meeting Dates are as follows:

▪  Bennett-Staheli Microtunneling Meeting:    December 19, 2005

▪  Bennett-Staheli Microtunneling Meeting:    January 9, 2006

▪  BES Project Meeting:          January 23, 2006

▪  BES Project Meeting:          February 13, 2006

▪  Microtunneling Pre-Construction Meeting:    To Be Determined

▪  Microtunneling Pre-Construction Workshop:    To Be Determined

TASK 2  GEOTECHNICAL BASELINE REPORT

2.1.0  PRIMARY TASK DESCRIPTION

▪  Assist in Developing Additional Geotechnical Exploration Plan

▪  Review Geotechnical Information (GDR/GIR)

▪  Prepare Draft Geotechnical Baseline Report

2.2.0  RESPONSIBLE TEAM MEMBERS

2.3.0  APPROACH TO WORK

Contractor shall assist in developing an additional geotechnical investigation plan for the microtunneling components associated with the Interstate-5 and Naito Parkway. The additional geotechnical data will be reviewed along with the existing geotechnical data and a Geotechnical Baseline Report will be prepared. This report will be incorporated into the project documents and will be used by the microtunneling contractor and the City to establish construction bids and evaluate any claims that may arise during the construction work. Specifically, this report will establish the baseline conditions for bidding and present design and construction considerations required to complete the project. The Contractor shall address comments from City review of the Draft Geotechnical Baseline Report and update the report during 90 percent design services.

2.4.0  LIST OF DELIVERABLES

The following deliverables are to be submitted:

2.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is $25,486.72.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

2.6.0  SCHEDULE

Start date: December 8, 2005 (Notice-to-Proceed for PTE services).

Anticipated completion date: January 23, 2006

Refer to Attachment “B” for microtunneling design schedule.

TASK 3  30% ENGINEERING DESIGN SERVICES

3.1.0  PRIMARY TASK DESCRIPTION

▪  Review Plan and Profiles

▪  Update Cost Estimate for Trenchless Components

3.2.0  RESPONSIBLE TEAM MEMBERS

3.3.0  APPROACH TO WORK

Contractor shall review plan and profiles for the microtunnel components of the work and assess the risks and impacts associated with the proposed profile. Based on the plans and profiles, the Contractor shall update cost estimates to reflect the preferred/updated plans and profiles.

3.4.0  LIST OF DELIVERABLES

The following deliverables are to be submitted:

3.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is $2,457.82.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

3.6.0  SCHEDULE

Start date: December 8, 2005 (Notice-to-Proceed for PTE services).

Anticipated completion date: December 12, 2005

Refer to Attachment “B” for microtunneling design schedule.

TASK 4  60% ENGINEERING DESIGN SERVICES

4.1.0  PRIMARY TASK DESCRIPTION

•  Update Plan and Profiles and Develop Shaft Details

•  CADD Drafting of microtunneling design details (4 Sheets)

•  Establish Staging Area Requirements

•  Update Cost Estimate for Trenchless Components

•  Perform Design Calculations (jacking force/lateral earth pressure/settlements/thrust block)

•  Provide Permitting Support

•  Review Microtunnel Specification

•  Review Jacking Pipe Specification

•  Review Carrier Pipe Specification

•  Review Excavation Support Systems Specification

•  Review/Develop Settlement Monitoring Plan

•  Review Construction Schedule

4.2.0  RESPONSIBLE TEAM MEMBERS

4.3.0  APPROACH TO WORK

Contractor shall perform trenchless design services at the 60 percent design level. Contractor shall update the project plans and profiles based on comments from City review of the 30 percent design submittal. Contractor shall identify required staging and work areas along the alignment. In addition, the Contractor shall perform jacking force calculations, thrust block design calculations, lateral earth pressure diagrams for the jacking and reception shafts, and settlement predictions to support the design. The Contractor shall also review/prepare technical specifications for microtunneling, shaft excavation and support, jacking pipe, carrier pipe, settlement monitoring, and annular space grouting. The Contractor shall update the construction cost estimate and generate an anticipated construction schedule for the work. Contractor shall prepare technical criteria, written descriptions, design data and forms for the City to use in filing applications for permits.

Project design documents, for each design services Task in this contract, shall be in accordance with applicable City of Portland and Bureau of Environmental Services standards. These include the current Bureau CADD standards, City of Portland Standard Construction Specifications, and the City of Portland Erosion Control Manual.

Documents will be prepared in a style and format that allows integration with other project bid documents (sewer rehabilitation plans and specifications).

All work products are subject to review, comment and redlining for correction by City staff. Contractor shall make necessary changes to design and/or design documents as required by City project manager.

4.4.0  LIST OF DELIVERABLES

The following areas of investigation will be summarized in one technical memorandum:

4.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is $34,380.06.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

4.6.0  SCHEDULE

Start date: December 12^th, 2005

Anticipated completion date: January 23^rd, 2006

Refer to Attachment “B” for microtunneling design schedule.

TASK 5  90% ENGINEERING DESIGN SERVICES

5.1.0  PRIMARY TASK DESCRIPTION

•  Update Plan and Profiles and Shaft Details

•  Update Design Calculations (jacking force/lateral earth pressure/settlements/thrust block)

•  Update Microtunnel Specification

•  Update Jacking Pipe Specification

•  Update Carrier Pipe Specification

•  Update Excavation Support Systems Specification

•  Update Construction Schedule

•  Update GBR

5.2.0  RESPONSIBLE TEAM MEMBERS

5.3.0  APPROACH TO WORK

Contractor shall address comments from the 60 percent design submittal and proceed with design services to carry the project to a 90 percent design completion level. Plan and profiles and shaft details will be updated. Contractor shall also update design calculations, specifications, schedule, and the geotechnical baseline report to reflect any comments by the City.

5.4.0  LIST OF DELIVERABLES

The following deliverables are to be submitted:

5.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is 6,263.14.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

5.6.0  SCHEDULE

Start date: February 2^nd, 2006

Anticipated completion date: February 16^th, 2006

Refer to Attachment “B” for microtunneling design schedule.

TASK 6  FINAL ENGINEERING DESIGN SERVICES

6.1.0  PRIMARY TASK DESCRIPTION

•  Update Plan and Profiles and Shaft Details

•  Update Cost Estimate for Trenchless Components

•  Update Microtunnel Specification

•  Update Jacking Pipe Specification

•  Update Carrier Pipe Specification

•  Update Excavation Support Systems Specification

6.2.0  RESPONSIBLE TEAM MEMBERS

6.3.0  APPROACH TO WORK

Contractor shall assist the City in finalizing technical specifications and contract documents for bidding purposes.

An Oregon Professional Engineer shall stamp the 100% design plans, special specifications and engineer's construction estimate.

6.4.0  LIST OF DELIVERABLES

The following deliverables are to be submitted:

6.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is 3,643.64.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

6.6.0  SCHEDULE

Start date: March 6^th, 2006

Anticipated completion date: March 16^th, 2006

Refer to Attachment “B” for microtunneling design schedule.

TASK 7  BID SERVICES

7.1.0  PRIMARY TASK DESCRIPTION

•  Prepare Contractor Prequalification Packages

•  Review Contractor Prequalification Packages

•  Advise on Prequalification of Contractors

•  Attend Pre-bid Meeting

•  Respond to RFI's

•  Prepare Addenda

•  Evaluate Bidder Qualifications

•  Advise on Selection/Award

•  Attend Bid Opening

7.2.0  RESPONSIBLE TEAM MEMBERS

7.3.0  APPROACH TO WORK

Contractor shall assist the City during the bidding process. Contractor shall develop prequalification packages for use by the City in evaluating the experience of potential microtunneling contractors. The Contractor shall consult with the City as to the acceptability of contractors and subcontractors, vendors, suppliers, and other persons and entities proposed by a microtunnel contractor. The Contractor shall assist the City in issuing addenda as appropriate to clarify, correct or change the bidding documents. The Contractor shall attend bid opening and assist the City in evaluating bids or proposals and awarding contracts for the work.

7.4.0  LIST OF DELIVERABLES

The following deliverables are to be submitted:

7.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is $13,611.29.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

7.6.0  SCHEDULE

Start date: February 8^th, 2006

Anticipated completion date: February 24^th, 2006

Refer to Attachment “B” for microtunneling design schedule.

TASK 8  CONSTRUCTION SERVICES

8.1.0  PRIMARY TASK DESCRIPTION

•  Evaluate Microtunnel Submittals

•  Respond to RFI's

•  Office Support during Construction

•  Inspector Training (if required)

8.2.0  RESPONSIBLE TEAM MEMBERS

8.3.0  APPROACH TO WORK

The Contractor shall consult with the City during construction of the work. Contractor shall review and assess submittals provided by the microtunneling contractor and ensure required submittals have been provided with sufficient detail. Contractor shall assist the City with responding to requests for information during the construction work and evaluating change orders and substitutions. Contractor will also provided inspector training for microtunneling operations if required by the City.

8.4.0  LIST OF DELIVERABLES

The following deliverables are to be submitted:

8.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is $13,086.78.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

8.6.0  SCHEDULE

Start date: Start of Construction

Anticipated completion date: To be determined

Refer to Attachment “B” for microtunneling design schedule.

TASK 9  OPTIONAL CONSTRUCTION SERVICES

9.1.0  PRIMARY TASK DESCRIPTION

Interstate-5 Drive (~650 feet)

•  Onsite Inspection of Microtunneling Activities (14 days in total)

Naito Parkway Drive (~1100 feet)

•  Onsite Inspection of Microtunneling Activities (17 days in total)

9.2.0  RESPONSIBLE TEAM MEMBERS

9.3.0  APPROACH TO WORK

Contractor shall perform construction inspection services during microtunneling (if required). Inspection services to include monitoring and documenting construction activities and collected tunnel machine parameters and spoil samples during tunneling. Inspection services will include monitoring of contractor activities and ensuring project specifications are followed.

9.4.0  LIST OF DELIVERABLES

The following deliverables are to be submitted:

9.5.0  BUDGET

The maximum amount the Contractor will be paid to complete this task is $42,610.48.

Refer to Attachment “C” for labor and expenses broken out by sub-tasks.

9.6.0  SCHEDULE

Start date: To be determined

Anticipated completion date: To be determined

Refer to Attachment “B” for microtunneling design schedule.

Attachment B not available electronically.

Attachment C electronic excel file attached separately

Name and Address of Consultant Bennett-Staheli Engineers 126 NW Canal Street, Suite 300 Seattle, WA 98107

Evaluation Type: Interim   Termination

Final

Contract Number

Type of work study design graphics education contract labor if other, describe                 Original completion date            Completion date, if extended            Actual completion date	Project Title
	Type of Contract lump sum T&M Cost plus fixed fee Level of effort fixed fee Cost plus incentive fee Deliverable/task based firm fixed price If other, describe

Type and extent of sub-consulting

MWESB PARTICIPATION Committed % Actual % ESB                       MBE                       WBE

Performance Rating Scale   10 9 8 7 6 5 4 3 2 1   Superior Above requirements Meets requirements Below requirements Poor

CRITERIA	COMMENTS	SCORE
1.  Negotiations Cooperative and responsive
2.  Cost/Budget Complete within budget, including amendments.
3.  Schedule Complete within schedule, including amendments
4.  Technical Quality Work products submitted/demonstrated knowledge
5.  Communications Clear, concise (oral, written). Prompt response to review comments
6.  Innovation/Problem Solving Indentify problems and make rrecomendations
7.  Management Team player, managed subs. Accurate & timely invoices. Appropriate, periodic progress reports. Demonstrated leadership & initiaive
8.  MWESB Participation Diversity of firms, distribution & significance of work
9.  Flexibility and Adaptability Adapted to changes by BES or identified relevant issues that may impact project
10.  Other (identify)

TOTAL SCORE
AVERAGE SCORE (Total score/# of criteria rated)
WEIGHTED SCORE BASED ON WEIGHT OF EACH CRITERIA

Rated by (Project Manager Name)

Project Manager Signature

Date

Distribution:  Original – Project File; BES Contracts Manager; Consultant

Attachment E

BES MONTHLY SUBCONTRACTING UTILIZATION REPORT FOR PROFESSIONAL SERVICES CONTRACTS

Revision Date: 5/12/2000

INSTRUCTIONS FOR COMPLETING THE SUBCONTRACTING UTILIZATOIN REPORT FOR PROFESSIONAL SERVICES CONTRACTS

1.  INVOICE NUMBER: Indicate the invoice number this report corresponds to.

2.  INVOICE PERIOD: Indicate period of time being reported.

3.  CONTRACT NUMBER: Indicate the assigned contract number for this project.

4.  CONTRACT AMOUNT: Indicate the total dollar amount of the prime contract.

4a.  CONTRACT MODIFICATIONS: Indicate any modifications to the original contract amount, using a plus sign in front of the amount for additions and a minus sign for reductions.

4b.  CURRENT CONTRACT AMOUNT: Indicate the contract amount plus or minus modifications in 4a.

5.  PROJECT NAME: Indicate the project name as indicated on the contract documents.

5a.  PROJECT NUMBER: Indicate the assigned project number for this project.

6.  PRIME CONSULTANT: Indicate the name of the prime consultant. (If prime consultant is M/W/ESB/OBE, list in section 7)

7.  SUBCONSULTANT NAME: List all subconsultants in this column.

8.  STATUS: Indicate the appropriate M/W/ESB/OBE certification status of each consultant listed in item 7. Example – Minority Business Enterprise (MBE), Women Business Enterprise (WBE), Emerging Small Business (ESB) or noncertified firms referred to as Other Business Enterprise (OBE). Note: Designations should be consistent with how firms were proposed and approved of at time of contract award. Only one designation may be used for credit and will be applied accordingly. The prime consultant is responsible for verifying that their subconsultants have certification status with the State of Oregon.

9.  NATURE OF WORK: Briefly describe subconsultants work. Example: Geotech, Design and Engineering Services, CAD Services

10.  ORIGINAL SUBCONTRACT AMOUNT: Indicate the proposed dollar amount for each M/W/ESB/OBE at time of award.

11.  CHANGES TO SUBCONTRACT AMOUNT: Indicate the dollar value and effective date of any changes to subcontracts. Additions to the contract should be shown using a plus sign in front of the amount and reductions in contract amounts using the minus sign.

12.  ESTIMATED TOTAL SUBCONTRACT AMOUNT AT COMPLETION: This is the Prime Consultant’s current estimate of what the total subcontract amount will be at completion.

13.  CURRENT INVOICE AMOUNT: Indicate dollar amount on current invoice.

14.  AMOUNT INVOICED TO DATE: Indicate total dollar amount invoiced to date.

15.  AMOUNT REMAINING ON CONTRACT: Indicate dollar amount required to complete contract.

16.  AMOUNT AND DATE OF LAST PAYMENT: Indicate the amount of the last payment to each M/W/ESB/OBE subconsultant and the date of that payment. The payment should generally be the amount indicated in column 15 of the previous SubContracting Utilization Report.

NOTE: This report is to be completed by the prime consultant and delivered to the project manager by the 5^th of each month of progress payment period.

COMMENTS:    

a.  PTE CONTRACT WORKSHEET (rev. 7/03)

B.  CONTRACT INFORMATION

C.  *NOTE: Attach multiple pages as needed to include information on ALL proposals received

If you did not contact any MBE, WBE or ESB firms, briefly state why:  This is an emergency contract. The work is time-critical and requires special expertise.

How was this project publicly noticed: None                Dates Advertised: None          

How award was determined:  Technical expertise and availability to respond immediately.                  

If you have awarded other contracts to the same firm within the last 12 months, please list: Contract #36289 for predesign investigation leading to scope of subject PTE contract.                                  

Date:   Oct 14, 2005    

Amount: $ 20,641.84      Sole Source [ ] Emergency [X ] Non-Profit [ ] Grant Funding [ ]

List names and affiliation of evaluation committee used to choose your consultant (attach signed Evaluators Conflict of Interest Statements)

None

_______________________  ______________________  _____________________  _____________________  __ ________________  ___

AUTHORIZING SIGNATURE OF COMMISSIONER/BUREAU DIRECTOR/DESIGNEE