AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

CONTRACT NO. ___________

SHORT TITLE OF WORK PROJECT: Construction Management, Inspection and Project Support Personnel

This contract is between the City of Portland, acting by and through its Elected Officials, hereafter called "City," and CMTS, Inc. hereafter called Contractor. The City's Project Manager for this contract is Nanci Snyder.

Effective Date and Duration

This contract shall become effective on January 2, 2006 (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, 2007. At the City’s discretion the contact may be extended on an annual basis.

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 $500,000 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): CMTS, Inc.                  

Address:  3207 SW 1^st Ave., Ste 225, Portland OR 97239              

Social Security #: _______________________________

Federal Tax ID #: 93-1176926__________ State Tax ID #: 827482-3______ Business License # 425192/2______

Citizenship:  Nonresident alien ____ Yes  ____ 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. 09/03

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 two (2) 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. If an audit discloses that payments to the Contractor were short in an amount to which the Contractor was entitled, then the City shall pay the amount of the shortage to the Contractor.

(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. 09/03

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 C, 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. However, Contractor is not required to defend, save, and hold harmless the City of Portland, its officers, agents and employees for claims arising from specific actions taken by contract personnel pursuant to the supervision and direction of a designated City supervisor.

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. However, Contractor is not required to defend, save, and hold harmless the City of Portland, its officers, agents and employees for claims arising from specific actions taken by contract personnel pursuant to the supervision and direction of a designated City supervisor.

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. 09/03

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.

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.

25.  Status as Temporary Workers / x /Applicable / /Not Applicable

All personnel supplied to City pursuant to this agreement shall be classified as 'temporary workers' as that term is defined in OAR 436-50-420. This classification is based upon the temporary duration of the work to be performed, as described in the scope of work, and the condition that the personnel are provided to staff a special assignment or project and the personnel will be terminated or assigned to another temporary project upon completion. If Contractor provides both leased workers and workers on a temporary basis, Contractor shall maintain payroll records that show specifically which workers are provided on a temporary basis.

Page 4 of 4                    Rev. 09/03

AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

EXHIBIT A

Statement of the Work

and

Payment Schedule

SERVICES TO BE PROVIDED BY THE CONTRACTOR

The Contractor shall provide services specifically to the Portland Water Bureau. The Contractor shall supply the City with qualified personnel throughout the term of this contract. Specific requirements for each type of position are listed below. The City may also request individuals with special skills who will require qualifications in addition to those listed below.

The Contractor will supply the City with qualified personnel within two (2) weeks of written notice or a mutually agreed upon schedule. The written notice shall specify the type and approximate duration of service for each position. In the event more than one candidate is provided, the City may interview all proposed candidates and may elect to reject personnel for any reason based on that interview or during the term of the employee’s assignment to the City.

Contractor management shall meet with the City Project Manager at least once per month during the period of this Agreement. The purpose of the meeting shall be to review upcoming personnel requirements, discuss existing staff issues, and resolve potential or current problem areas.

Personnel

All personnel proposed by the Contractor are required to have the basic skills required to work in an engineering/construction environment. Skills such as good written and verbal communication, decision making, fundamental knowledge of engineering and construction practices and problem solving are required of all personnel. To be considered qualified in any of the engineering technician/clerical and administrative classifications candidates must have computer skills on PC based systems with additional skills in networked systems desired. The City Project Manager shall be the sole determinant as to whether an individual meets the qualifications.

Upon request the Contractor shall submit documentation of reference checks, interview forms, verification of minimum knowledge, degrees and certifications when appropriate.

Upon request the Contractor shall submit documentation that personnel supplied by the Contract understand that:

1)  The City may elect to reject personnel for any reason during the term of employee’s assignment to the City;

2)  There is no expectation of continued assignment to the City;

3)  There is no expectation that assignment to the City will continue for the duration of any given project;

4)  The Contractor is the sole employer. The City is not the employer, nor is it a joint employer with the Contractor.

Classifications and specific qualifications include:

Construction Managers are individuals with at least two years experience as a resident civil engineer or construction manager, preferably in public water systems or municipal; utility. A Bachelors Degree in civil engineering or construction management or an equivalent combination of additional experience and education is required. A working knowledge of MS Word, Excel and Project is required for this position. Construction manager assignments may require physical mobility, shift work and weekend work. Construction Managers may also provide assistance with development and documentation of construction administration procedures.

Technicians Level I possess strong math, computer and organizational skills. They are detail oriented and able to read and interpret plans and specifications. An associate degree in a technical field, preferably engineering or construction management, and/or 2 yrs. experience working in an engineering/construction environment is desirable.

Technicians Level II possess one of the following:

•  an associate degree in a technical field, preferably engineering or construction technology

•  certification by a nationally recognized agency as an engineering technician

•  2 years experience in an engineering technician position in the field of municipal infrastructure

•  a combination of formal training and experience as described above

EXHIBIT A Page 1 of 6

Technicians will support construction management and/or inspection activities, including construction engineering functions. Technician qualifications may be modified at the sole discretion of the City Project Manager. A working knowledge of MS Word and Excel is required for this position. Technician assignments may require physical mobility, shift work and weekend work.

Construction Inspectors have two years verifiable construction inspection and/or construction supervision experience on underground pipeline, pump station, reservoir and/or treatment plant projects and the minimum knowledge skills and abilities require to perform the work satisfactorily. Inspector assignments may require physical mobility, shift work and weekend work.

Office Support Workers would support multiple construction teams by performing a wide range of tasks in the fields of filing, general distribution of materials, meeting/conference room scheduling, data entry and word processing. A construction or engineering background is desirable, but not a requirement for this position. Must have working knowledge of Microsoft Word.

Specials are other specialty classifications that may be requested based upon a specific City requirement for a particular project. Qualifications for these positions will be determined as need arises. In these cases, hourly rates shall be negotiated based upon a multiplier of 2.1.

The Contractor shall assign, at no cost to the City, a Project Manager/Coordinator to manage the day to day operations of providing contract personnel to the City. The Project Manager/Coordinator will be the contact person for the contract and will be available daily.

While on assignment to the City, daily work activities for contract personnel shall be directed by a designated City supervisor. The Contractor shall be responsible for addressing all job performance and/or personnel issues for contract personnel.

Training

The Contractor is responsible for supplying all contract personnel basic training as required for the position. The Contractor shall be responsible for keeping personnel supplied to the Bureau current with their training requirements, specifically safety training certificates, and the Contractor shall supply the Bureau documentation of the safety training.

The Contractor shall provide for and require its new inspectors to attend up to three days training with Water Bureau staff to familiarize them with items such as City standards and specifications, report forms and formats, administrative procedures, safety regulations, emergency procedures, and City policies. The project manager/coordinator will provide intensive on-the-job training and guidance to new personnel for the first two (2) weeks.

Construction Managers shall have the following training prior to working for the Bureau:

•  Confined Space Entry Hazard Recognition and Evaluation (refresher every 2 years)

•  Excavation/Trench Hazard Recognition and Evaluation (refresher every 5 years)

•  10-hr OSHA Compliance for Construction Safety

•  First Aid/CPR (current certification required)

•  Familiarity with the City’s contract specifications and inspection requirements

•  40 Hour Haz Mat training desirable

•  Software - Microsoft Word, Excel, Outlook and Project

•  Familiarity with City’s Erosion Control Manual and policies

Construction Inspectors shall have the following training prior to working for the Bureau:

•  Confined Space Entry Hazard Recognition and Evaluation (refresher every 2 years)

•  Excavation/Trench Hazard Recognition and Evaluation (refresher every 5 years)

•  10-hr OSHA Compliance for Construction Safety

•  First Aid/CPR (current certification required)

•  Familiarity with the City's contract specifications and inspection requirements (some additional training will be provided by WB inspection staff.)

•  40 Hour Haz Mat training

•  Familiarity with City’s Erosion Control Manual and policies

•  Traffic control

Technical support personnel shall have the following training prior to working for the Bureau:

•  Familiarity with City’s contract specifications and inspection requirements (some additional training will be provided by WB staff).

•  Software - Microsoft Word, Excel, Outlook and Access

EXHIBIT A Page 2 of 6

•  Specific training as applicable for the position, i.e. CADD

•  Construction Site Safety

•  If assigned to field work, minimum safety training (10-hr OSHA Compliance for Construction Safety)

Office Support Personnel shall have the following training prior to working for the Bureau:

•  Software - Microsoft Word, Excel, Oulook and Access

•  Limited training needed to familiarize personnel with City’s contract specifications and inspection requirements

•  Specific training as applicable for the position

In cases where training has been scheduled, but cannot occur before the City’s required start date, the Contractor may request a waiver on the condition the training is provided as scheduled and does not conflict with regulations and/or create a safety hazard.

The City will pay for additional training required at the City’s discretion during the term of an employee’s assignment to the City and the time spent in training.

Equipment

The Contractor shall provide all personnel working in the field with vehicles and mileage, cellular phones, protective clothing (safety shoes and/or boots made of leather construction, rain gear, coveralls), safety glasses, hearing protection, hand protection, and safety equipment for automobiles (fire extinguisher, flares, first aid kits, etc.). The vehicles provided will be reliable, in good serviceable condition. Additional safety requirements may be needed for work in the Bull Run Watershed.

The Contractor shall also supply Inspectors with digital cameras and accessories and standard inspection supplies as described on the attached list. At its option, the Contractor may choose to supply Inspectors with 35 mm cameras, but it will also be responsible for purchasing film, weekly photo development in digital format on a CD and electronic labeling of the photographs.

The Contractor shall also provide all personnel working in the field with safety equipment and vehicles necessary to perform the work.

SERVICES TO BE PROVIDED BY THE CITY

To assist the Contractor in carrying out its obligations hereunder, the City shall endeavor to provide the Contractor with a minimum two (2) weeks notice of personnel needs. The City shall specify the type and term of service of each position needed. Notice may be provided via fax, email or phone (followed up with notice in writing).

It is expressly understood that this is not an exclusive agreement for providing construction management, inspection, and project support personnel and other services to the City. The City expects to have other similar contract services. Additionally the City expects personnel requirements to vary during the course of this agreement and may request that the Contractor remove personnel as needed.

The City will provide field personnel with Water Bureau issued reflective safety vests and hardhats, City-issued parking permits for metered areas, Standard Specifications, Inspectors Manuals and forms and any other specialized equipment not provided for above.

Contractor releases the City from claims of any nature relative to condition of such equipment or training of Contractor employee use of equipment. Contractor shall, at her/his sole expense, take whatever steps she/he deems appropriate to ascertain condition of said equipment and Contractor training in its use. All equipment will remain the property of the City.

At the City’s discretion as space and resources allow, the City will provide office personnel with office space, equipment, and basic office supplies.

The City will provide all contracted personnel with City-issued identification cards, allowing limited access to WB facilities, as needed.

The City will direct and supervise the daily work activities of contract personnel while on assignment to the City. All job performance and/or personnel issues, including failure to perform activities as directed by the City, shall be the responsibility of the contractor, and shall be referred thereto for action.

COMPENSATION

The City shall pay the Contractor for services performed under this Agreement after the effective date. The payment shall be full compensation for services rendered. Payment shall not exceed $500,000. Services shall be billed on an hourly basis for work performed based on the attached compensation schedule.

EXHIBIT A Page 3 of 6

Overtime rates shall be charged at 1.3 times the regular hourly billable rate. Overtime shall be charged for work over 40 hours in a work week. A work week shall be defined as Thursday through the following Wednesday. Non-billable hours such as vacation, holidays or sick leave will not count in the total hours worked.

If construction is delayed due to inclement weather or other causes, field personnel may be sent home by the City and the Contractor shall charge the City for actual time on the job. The same shall apply to office personnel in the event City offices are closed, provided they are working out of a City office.

Rates may be increased on July 1 of each year to reflect increases in the Contractor's cost of services. Hourly rates may be adjusted 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 in January of each year. Other than the impact of inflation as described above, compensation may not be increased.

If an employee takes time off for a scheduled vacation, short-term illness (less than one week), or long­ term illness (over one week), emergency backup services shall be provided by the Contractor upon request by the City. Contractor shall notify City at least three weeks prior to scheduled vacation.

Emergency backup services are defined as services requested by the City between the time of notice and delivery of an acceptable employee. For emergency backup services the Contractor shall be paid the regular hourly rate for the appropriate classification.

The Project Manager/Coordinator must be available as needed to serve the City. Thus, he/she shall not be assigned to another job that interferes or is in conflict of interest with the City’s contract.

Compensation Schedule

If the City determines a need for specialty classifications not listed above, the rate shall be negotiated on a case-by-case basis.

Employee Health & Welfare & Insurance Coverage

The Contractor agrees to maintain continuous, uninterrupted coverage of all insurance as required by the City. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without the 30-day written notice from the Contractor or its insurer(s) to the City.

The Contractor shall provide for payment of all salary, benefits and all employer-paid taxes for all its contracted personnel. This includes health and welfare and industrial accident insurance. The Contractor shall maintain public liability and property damage insurance to protect the Contractor and the City, its officers, agents and employees from any and all claims, demands, actions, and suits for damage to property or for bodily injury, including death, arising from Contractor’s work under this contract, including all operations of subcontractors. Such insurance shall provide for coverage of a single limit liability policy of not less than $500,000. Professional liability insurance is not required.

EXHIBIT A Page 4 of 6

•  Workers Compensation Insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon Workers’ Compensation coverage for all their subject workers (Consultants with one or more employees, unless exempt under ORS 656.027).

•  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 Consultant's services to be provided under this Contract.

•  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 non-owned vehicles, as applicable.

•  Certificates of Insurance. As evidence of the insurance coverage, the Consultant shall furnish acceptable insurance certificates to the City at the time Consultant returns signed contracts. The certificate will specify all of the parties who are Additional Insured and will include the 30-day cancellation clause as identified above. Insuring companies or entities are subject to City acceptance. If requested, complete policy copies shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance.

BILLING AND PAYMENT PROCEDURES

The Contractor shall be paid on a monthly period on the basis of invoices submitted for services provided during the invoice period. The invoice period start and end dates must coincide with the start and end dates of payroll periods. The Contractor shall

adopt the City's bi-weekly payroll periods during the term of the contract.

The invoice must include the Center Code, Project Number, and Type of Work Code to be provided by the City. The invoice shall include an itemization of regular, overtime, and non-billable hours for each employee who provided services during the invoice period and a summary of charges. The City will provide a recommended format for both parts of the invoice.

Within 30 days after receipt of the invoice, 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.

PROGRESS REPORTS

The Contractor shall submit monthly progress reports that include any personnel actions occurring during the previous month,

pending actions, issues, M/W/ESB participation/activities, and a listing of current employees by classification.

CONTRACTOR’S PERSONNEL

The Contractor shall assign the following personnel to do the work in the capacities designated:

As described in the Proposal for Construction Management, Inspection and Project Support Personnel dated September 22, 2005.

The Contractor shall not change these personnel assignments without the written consent of the Project Manager, which consent shall not be unreasonably withheld.

EXHIBIT A Page 5 of 6

CITY OF PORTLAND

WATER BUREAU

Agreements for Construction Management, Inspection and Project Support Personnel

STANDARD INSPECTION SUPPLIES

CONTRACTOR PROVIDED

In addition to the supplies and equipment for field personnel listed in the agreement for services Inspection personnel shall be provided with the following:

City street map  

AC Thermometer      

Hammer, Claw, Rip

Hammer, 3 lb.        

Hand Cleaner        

Flashlight, 3-cell      

Torpedo Level

Tape Meas., 50’ Cloth/Reel  

Manhole Hook

Shovel, #2 (round point)

2’ Carpenter Level      

Mirror, for sewer or vault viewing    

EXHIBIT A Page 6 of 6

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. 09/03

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.  _____ Required and attached or Waived by City Attorney : __X____

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.