2025 Engineer of Record RFP 1-7-25.pdf

Request for Proposals Page 1 of 33 Consultant of Record

REQUEST FOR PROPOSALS FOR

CIVIL ENGINEERING, GEOTECHNICAL, STRUCTURAL, ARCHITECTURE, AND OTHER RELATED

PROFESSIONAL SERVICES

Envelope(s) shall be sealed and marked with REQUEST FOR PROPOSALS, CIVIL ENGINEERING, GEOTECHNICAL, STRUCTURAL, ARCHITECTURE, AND OTHER RELATED PROFESSIONAL SERVICES.

Respondents must submit one (1) original and three (3) complete hard copies of their proposal and one

(1) pdf copy on CD/USB. Proposal must be received by the City by the proposal deadline. Late proposals will not be considered. There will be no formal bid opening.

DEADLINE FOR RECEIPT OF PROPOSAL: Thursday, February 13, 2025 by 5:00 P.M.

SUBMIT MAILED PROPOSAL TO: Chris Beatty, PE

City Engineer City of Newport 169 SW Coast Highway Newport, OR 97365

DELIVER PROPOSAL TO: Engineering Counter

Newport City Hall

INFORMATION CONTACT: Chris Beatty, PE

(541) 574‐3376 c.Beatty@newportoregon.gov

This request for proposal may be cancelled or any or all proposals may be rejected for failure to comply with procedures or requirements or if the City determines it is in the public interest to do so.

CITY OF NEWPORT PROFESSIONAL SERVICES

Request for Proposals Page 2 of 33

CITY OF NEWPORT, OR

REQUEST FOR PROPOSALS FOR

CIVIL ENGINEERING, GEOTECHNICAL, STRUCTURAL, ARCHITECTURE, AND OTHER RELATED

PROFESSIONAL SERVICES

Pursuant to City Rule 137‐048‐0220, the City of Newport (City) is conducting a formal qualification‐based selection procedure to select qualified firms or individuals to provide professional engineering services.

The full Request for Proposals may be obtained from www.oregonbuys.gov.

Proposals will be received by the City until closing, 5:00 pm, Thursday, February 13, 2025. Responses received after this time will be rejected as non‐responsive. Proposers shall submit proposals in a sealed envelope, plainly marked “REQUEST FOR PROPOSALS, CIVIL ENGINEERING, GEOTECHNICAL, STRUCTURAL, ARCHITECTURE, AND OTHER RELATED PROFESSIONAL SERVICES” to the Public Works Director’s Office at the below address. Faxed and emailed proposals will be rejected as non‐responsive.

Chris Beatty. PE City Engineer City of Newport

This request for proposal may be cancelled or any or all proposals may be rejected for failure to comply with procedures or requirements or if the City determines it is in the public interest to do so.

Request for Proposals Page 3 of 33

TABLE OF CONTENTS

SECTION 1 – INTRODUCTION

1.1 Introduction

1.2 Process Description

1.3 Qualification Based Selection (QBS)

1.4 No Guarantee

1.5 Rates and Fees

SECTION 2 ‐ SCOPE OF SERVICES

2.1 Project Assignment Process

2.2 Project Assignment

2.3 Key Staff

2.4 Sub‐Consultants

2.5 General Scope

2.6 Professional Standards

2.7 Performance Appraisals

SECTION 3 ‐ RFP PROCESS

3.1 RFP Schedule

3.2 Reimbursement

3.3 Further information

3.4 Proposal Withdrawal

3.5 Rejection or Acceptance of Proposals

3.6 Protests

3.7 Public Records

3.8 Tax ID Numbers

3.9 Recycled Products Statement

3.10 Local/State/Federal Requirements

SECTION 4 – PROPOSAL CONTENT REQUIREMENTS

4.1 Length and Format of Proposal

4.2 Proposal Requirements

4.3 Specific Proposal Sections and Requirements

4.4 Summary of Selection Criteria

Request for Proposals Page 4 of 33

SECTION 1 – INTRODUCTION

1.1 Introduction

The City of Newport (City), Oregon is located on the central Oregon Coast at the mouth of the Yaquina River. The City has approximately 10,200 permanent residents and many vacation properties and seasonal visitors. In addition, the City of Newport hosts a significant commercial industrial base including: the largest fishing fleet on the Oregon coast, numerous fish processing facilities, the Rogue Brewery, a large marine research community including the NOAA Pacific Fleet Headquarters, Hatfield Marine Science Center, OMSI Camp Gray, and the Oregon Coast Aquarium. Additional information about the community can be obtained on the City of Newport’s webpage: http://www.newportoregon.gov and at the City of Newport Chamber of Commerce webpage: http://www.newportchamber.org/ .

The City owns and operates a number of public facilities including the following:

1. 5 MGD water treatment plant and distribution system including 6 water booster stations, 7 water storage tanks, and a raw water reservoir system of 2 reservoirs/dams impounding approximately 1,200 AC‐FT

2. 5 MGD wastewater treatment plant and collection system including 26 pump stations

3. Transportation system including roadways, sidewalks, bridges, trails, etc.

4. Storm water system including catch basins, culverts, outfalls, etc.

5. Municipal airport

6. Recreation Center and Aquatic Center

7. Performing Arts and Visual Arts Centers

8. City Hall

The City requires the services of professional consulting services to assist in the execution of the Capital Improvement Plan in a variety of disciplines. For the past 5 years the City has retained several consulting firms as Consultants of Record (COR) specializing in specific disciplines. The City intends to modify its pool of approximately 8 qualified consultants to perform general professional civil engineering, geotechnical, structural, architecture, and other related professional services primarily in water treatment and distribution, wastewater collection, street and storm sewer improvements, bridges and building renovations. The actual number of firms selected will depend upon the qualifications of those responding to this RFP. There are several specialty discipline contracts awarded through previous qualification‐based selection RFP’s including grant consulting and dam seismic analysis and design that the City intends to maintain.

The City plans to undertake a number of projects in the next several years and wishes to work with consultants of record to perform work under a price agreement. Services will be provided under renewable contracts with an initial contract period of three (3) years with up to a maximum of two (2) additional one (1) year renewal periods. Under these contracts, work will be assigned on a project‐by‐ project basis. This process will provide the City with another mechanism to procure professional services. It is anticipated this method of procurement may be used to assist in handling peak workloads in the design and construction of Capital Improvement Program (CIP) projects as well as other unanticipated projects. Additionally, these services may be used to provide technical expertise not possessed by City staff as needed for various assignments. It is also expected that other City Departments will use these contracts on a limited basis as approved by the Contract Administrator.

There are no predetermined, known project assignments at the time of the RFP.

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1.2 Process Description

The first step in the selection process is this request for proposals (RFP).

Second is the submission of proposals by consulting firms who wish to, and are capable of, performing the professional services the City needs. A proposing consultant may seek to be considered for one, several, or all project areas discussed in this RFP (See Section 2).

Third, a City selection committee will review and rank the proposals. The committee may interview any number of proposers if it determines that interviews would assist the decision‐making process.

The final step in the RFP process is completion of price agreements with one or more engineering consultants. The City anticipates that the price agreements will be for three years, with the possibility of two additional one‐year extensions. Once a price agreement is entered into with a consultant, the City may, consistent with the price agreement, contract with the consultant of record directly without further competitive processes. The price agreements may include a formula for price adjustments on an annual basis (1.5).

The intent of this RFP is to pre‐qualify a group of professional service firms as resources the City, at its sole discretion, can select from to provide general civil, structural, geotechnical, and design services for typical public works infrastructure and facility projects. Projects can range from very small utility projects to projects with a multi‐million‐dollar construction value for utility, street, or building improvement. Therefore, the City will consider small and large firms for these contracts.

The City also reserves the right to use other means of procurement (such as individual formal RFP’s) at its sole discretion (1.3).

1.3 Qualification Based Selection (QBS)

The City, via this competitive RFP process, intends to revise the current consultants named as the Consultants of Record (COR). The City, at its sole preference and in accordance with City procurement rules, may, based on evaluation results, select more, or fewer proposers, from the number of proposals submitted.

Each team working on City projects shall have an Oregon licensed professional in the COR contract area responsible for reviewing and finalizing project material.

1.4 No Guarantee

There will be no guarantee as to the amount of work or size of any project assignment, if any, that a COR may be given under these contracts.

1.5 Rates and Fees

Finalized contracts will include set hourly rate and fee schedules for the term of the contract set by each firm following successful consultant selection. Rates may be increased as approved by the City, for each annual contract renewal, at a rate no greater than the inflationary rate for the preceding contract year (July 1 to June 30) as calculated by the Consumer Price Index for the Portland area for Urban Wage

Request for Proposals Page 6 of 33 Consultant of Record

Earners as published by the U.S. Department of Labor, Bureau of Labor Statistics. Firms must request increases at the time of contract renewal for next fiscal year.

SECTION 2 ‐ SCOPE OF SERVICES

2.1 Project Assignment Process

The CORs shall provide professional services on a task order basis and for a “not to exceed” fee based on fee schedule. The City makes no guarantee as to the volume of work, if any, that will be assigned in any given contract year. Each project assignment will consist of a specific scope of services; however, services shall include, but not be limited to, the general scope as shown in subsection 2.5.

2.2 Project Assignment

City will negotiate all project assignments.

If the estimated fee of an individual project assignment is under $100,000, the project assignment may be by direct appointment to one of the qualified CORs. The City, as its choses, may directly appoint the COR most qualified and the best fit for the individual project assignment.

If the estimated fee of an individual project assignment is between $100,000 and $250,000, the project assignment shall be made using an informal or formal RFP process, where an informal RFP shall be issued to at least three (3) qualified CORs established by this RFP. However, if less than three (3) qualified CORs are established by this RFP process, the informal RFP shall be issued to all CORs.

If the estimated fee of an individual project assignment is more than $250,000, up to $1,000,000, the project assignment shall be made using an informal or formal RFP process, where an informal RFP shall be issued to at least five (5) qualified CORs established by this RFP.

However, if less than five (5) qualified CORs are established by this RFP process, the informal RFP shall be issued to all CORs.

If the estimated fee of an individual project assignment is $1,000,000 or more, the project assignment shall be made using another formal RFP process, including advertisement of the RFP.

The City expressly reserves the right to:

1. Assign any work to any proposer that it enters into an agreement with, based on the City’s discretionary determination as to which contractor is best suited for the particular work, considering capability, capacity and price.

2. Solicit professional services with a formal RFP for a major project, such as a water treatment plant.

2.3 Key Staff

The COR shall designate a key staff person to be the City’s primary contact for the duration of the contract. Substitution of these persons shall be by written request and subsequent approval by the City.

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The City expects CORs to strive to maintain the same project managers and key team members through the duration of the Contract.

2.4 Sub‐Consultants

Because of the diverse and complex nature of potential project assignments, utilization of sub‐ consultants on the project team may be expected. Sub‐consultants shall be approved by the City prior to execution of a task order for a project assignment. Contracted CORs will be responsible for coordinating all work with project team sub‐consultants with minimal involvement from the City.

2.5 General Scope

Services under this contract shall consist of general civil engineering, structural, geotechnical, and architecture services, including but not limited to, preliminary reports, project development, design surveys, preliminary and/or final design, preparation of environmental permitting compliance documentation and coordination of environmental project requirements with other consultants, preparation of bid documents, bid and award assistance and construction services for typical CIP projects, including disciplinary categories such as water, sewer, storm water, streets, pump stations, lift stations, reservoirs, buildings, and water and wastewater treatment facility improvements. Services may also include project management, construction management, construction administration, inspection services, construction staking, general consultation, analysis, studies, alternatives review, calculations, report writing, and quality control review of design and bid documents done by City staff or other consultants. If a sub‐consultant is necessary to perform any of these services, then the sub‐consultant qualifications and rates shall be made a part of the proposal submitted with each individual project.

Additionally, if a multi‐disciplinary civil firm has other capabilities including but not limited to survey, geotechnical, architecture, traffic, structural and electrical engineering, these services may be utilized.

2.6 Professional Standards

Each COR selected shall be expected to meet or exceed the standards of professional quality for the consultant’s profession and certain minimum standards for professionalism, customer service, and quality control. These standards include, but are not limited to, the following:

Completeness, clarity, and accuracy of delivered materials, such as plans, specifications, and reports. All designs, materials and specifications shall fully comply with pertinent federal, state and agency applicable standards and requirements. Delivered materials which, in the opinion of the City’s Project Manager, have not been reviewed or checked properly, will be returned without further review.

Accuracy of estimates and calculations. Formulas used, and the basis for each calculation, shall be clearly stated.

Adherence to project schedules. Schedules shall remain in force, unless the project scope changes or the City revises the schedule in writing.

All delivered materials shall be fully compatible with the City’s current software programs.

Assigned Project Managers and Project team members shall have experience with the type and scope of project being proposed. It will not be acceptable for a COR to assign staff who are not experienced with the particular type of project being proposed.

Timely response to RFIs, staking requests, and other construction issues.

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Constructability of details and other drawings.

Completeness of responses to the City’s review comments. Example: Red lined plans shall be returned with all comments either checked off or addressed.

Alternatives analyses are thoroughly and logically performed and presented. Alternatives analyses which are not comprehensive and thorough will not be accepted.

The above need not be addressed in the proposal. They are provided to clearly communicate the City’s expectations of COR’s performance.

2.7 Performance Appraisals

The City may appraise each COR on a yearly basis as to their prior year’s performance. This Performance Appraisal may include the specific items mentioned in subsection 2.6, as well as general items, such as:

Qualifications, experience, and skills of staff assigned to projects

Timeliness

Quality Control

Verbal and Written Communications

Project approach yielding best Cost Control

Responsiveness to Issues and Requests

Public Interaction

Ability to Propose and Evaluate Alternatives

SECTION 3 ‐ RFP PROCESS

3.1 RFP Schedule

The approximate schedule for the RFP is as follows:

Advertisement of RFP (DJC) ................................. …………. Thursday, January 9, 2025 RFP Available online (OregonBuys) ...................... …………. Tuesday, January 7, 2025 Proposals due ...................................................... …………. Thursday, February 13, 2025 Proposal Review and Consultant(s) Selection……..………… Tuesday, February 18 – March 4, 2025 City Council Approval to Execute Contracts …………………. Monday, March 17, 2025 Execution of Professional Services Contracts ...... …………. Tuesday, April 2, 2025 Beginning of Professional Services Contracts ………………. Tuesday, April 9, 2025

3.2 Reimbursement

All costs for preparing proposals, attending interviews (if applicable), and other efforts in pursuit of this RFP are the proposer’s responsibility.

3.3 Further information

Additional information may be obtained from:

Request for Proposals Page 9 of 33 Consultant of Record

Chris Beatty, PE City Engineer City of Newport 169 SW Coast Hwy Newport, OR 97365

(541) 574‐3376

(541) 265‐3301 fax c.beatty@newportoregon.gov

3.4 Proposal Withdrawal

Any proposer may withdraw its proposal prior to the final deadline for submission by providing the City with a written request stating the desire to withdraw. Withdrawal of a proposal will not prejudice the right of a firm to file a new proposal before the deadline.

3.5 Rejection or Acceptance of Proposals

The City expressly reserves the right to reject any or all proposals.

Publishing this RFP does not commit the City to any contract, project award, or financial obligation to any of the respondents. The City reserves the right to use whatever means it considers appropriate and prudent when determining which firms are offered projects.

3.6 Protests

Protests are subject to and must comply with the City’s Public Contracting Rules available on the City’s webpage at http://www.newportoregon.gov/dept/adm/documents/PublicContractingRules‐2012.pdf

3.7 Public Records

Any information submitted through this RFP process shall be a public record. However, during the evaluation period, the proposals shall be considered as confidential information. If any proposal contains information that is considered a trade secret under ORS 192.501(2), each sheet containing proprietary information should be marked as follows:

“This data constitutes a trade secret and shall not be disclosed except in accordance with Oregon Public Records Law, ORS Chapter 192.”

The City accepts no liability for the inadvertent or unavoidable release of any confidential information submitted, and claims arising out of any public record request for such information shall be at the consultant’s expense.

Identifying the proposal in whole as a trade secret is not acceptable. Failure to identify a portion of the proposal as a trade secret shall be deemed a waiver of any future claim of that information as a trade secret.

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3.8 Tax ID Numbers

Proposers must provide their Federal and State of Oregon Taxpayer ID Number.

3.9 Recycled Products Statement

In accordance with ORS 279 A.125, respondents shall use recyclable products to the maximum extent economically feasible in the performance of the contract work under this RFP.

3.10 Local/State/Federal Requirements

The selected proposer(s) shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this contract, including, without limitation, the provisions of ORS 279 A, B & C. In addition, the proposers agree to comply with: (1) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1991 and ORS 659.425; (iv) all regulations and administrative rules established pursuant to the foregoing laws;

and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Proposer is subject to the Oregon Worker’s Compensation Law and shall comply with ORS 656.017, which requires the provision of Worker’s Compensation coverage for all employees working under any contract resulting from this RFP. The City of Newport’s programs, services, employment opportunities and volunteer positions are open to all persons without regard to race, religion, color, national origin, sex, age, marital status, disability or political affiliation.

SECTION 4 – PROPOSAL CONTENT REQUIREMENTS

4.1 Length and Format of Proposal

The City is imposing a page ten (10) page limit on proposals, not including a one‐ to two‐‐page introduction letter. The City is not interested in boilerplate information or company brochures. All firms responding to this RFP are directed to provide relevant information that will be useful to the selection committee.

Proposals should include the information described in this section. Additional information may be provided only if it is relevant, if it provides special insight or information about a proposer’s capabilities, and fits within the ten‐page proposal limit.

Proposals should be prepared economically and simply. No consideration will be given to special bindings, color displays, promotional materials, etc. Emphasis should be on completeness, relevance, and clarity of content.

4.2 Proposal Requirements

The proposal should describe the proposer’s qualifications, abilities, resources, performance examples, and other information related to the proposer’s declared area(s) of expertise. Each proposal should include the following basic components and information:

A brief description of the proposer’s professional experience, including public infrastructure

Request for Proposals Page 11 of 33 Consultant of Record project involvement and regulatory agency interactions.

The specific engineering, geotechnical, or architecture disciplines for which the proposer wishes to be considered.

A description of the proposer’s capability in providing the professional service(s) for the aforementioned disciplines

A list of the key professionals with resumes including highlighted projects and their role, who will provide services in each discipline category listed in the proposal, and Oregon licensing information.

The name and contact information for the primary contact person and team leaders and/or project managers.

Other information that may assist the City in making its selection of qualified professionals.

A fee schedule (list of hourly rates). List each member or classification and their normal billing rates. Indicate the dates for which the indicated rate schedule will be effective and describe how rate adjustments are to occur. Rate adjustments shall not be made more frequently than annually.

A statement confirming the proposer agrees to abide by the conditions of the City’s Professional Services agreement attached to this RFP as Attachment A.

A statement verifying that the proposer has the ability to provide insurance coverage as follows:

A. Commercial General Liability Insurance ‐ Comprehensive General Liability Insurance covering

Bodily Injury and Property Damage on an “occurrence” form with policy limits of at least per occurrence. This coverage shall include Contractual Liability insurance for the indemnity provided under this Agreement in an amount of $2,000,000.

B. Professional Liability ‐ Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts. Combined single limit per claim shall not be less than $1,300,000, or the equivalent. Annual aggregate limit shall not be less than $2,000,000 and filed on a “claims‐made” form.

C. Commercial Automobile Insurance ‐ Commercial Automobile Liability coverage on an “occurrence” form including coverage for all owned, hired, and non‐owned vehicles. The Combined Single Limit per occurrence shall not be less than $1,300,000.

D. Workers’ Compensation Insurance ‐ The Consultant, its subcontractors, if any, and all employers providing work, labor or materials under this Agreement are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage that satisfies Oregon law for all their subject workers. Out‐of‐state employers must provide Oregon workers’ compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Consultants who perform work without the assistance or labor of any employee need not obtain such coverage.

4.3 Specific Proposal Sections and Requirements

4.3.1 Introductory Letter (10 points)

Each proposal shall include an introductory or cover letter. The consultant may use this section to introduce the proposal and the key provisions of the submittal.

The introductory letter shall include, but not be limited to the following information:

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The name of the firm

Signature, printed name, and title of a company officer who is authorized to represent the firm.

Address, phone, email, and other contact information for the firm.

Federal and state tax ID numbers.

The following statement: “The consultant accepts all the terms and conditions contained in the Request for Proposals and that this proposal shall be considered valid for 120 days after the submission deadline.”

The following statement: “All materials and documents acquired or produced by the consultant in conjunction with a resulting contract shall be delivered to and become property of the City of Newport without restriction or limitation of their future use.”

Please note the requirements pertaining to confidential information in section 3.7 of this RFP.

4.3.2 Understanding and Approach (30 Points)

The Understanding and Approach section is designed to communicate Proposer’s preparation and expertise in each discipline category they declare. Include descriptions of Proposer’s knowledge as it relates to each discipline category in a general sense. Any knowledge or information specific to Newport should be summarized. Proposer should also describe his team’s experience performing similar tasks and the chief issues considered in the work.

Proposer should illustrate an understanding of common approaches and techniques for each discipline category. It is important that the proposer demonstrate an ability to synthesize technical information and communicate this information in verbal, written or graphic form.

Proposer should outline the approach to an example or specific project and how key issues were or would be identified and addressed. Summary should include a brief description of major tasks to be completed as well as resources proposed to complete each task.

Elements to this section include, but are not limited to:

Proposer’s overall approach to one example project from the declared category(s).

A general work plan that describes how the proposer will organize and conduct a task.

Identify critical milestones and major phases for a particular activity.

A description of the proposer’s approach to and methodology of managing workload, coordination, sequencing and control of resources, and how projects will be tracked and kept on schedule.

A description of how the project team will interact with City staff and what level of support will be anticipated or expected from the City.

A description of Proposer’s process for managing scope, schedule, and budget issues.

This list should not be considered complete and the consultant should include other aspects Proposer considers important.

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4.3.3 Key Personnel Qualifications (30 Points)

Proposal should include information on key personnel who will be assigned to City projects.

Relevant information for individuals should include education, training, experience, certification, and demonstrated excellence in their particular field.

Areas addressed in the proposal with regard to personnel shall include, but are not limited to:

An organizational chart listing all key people and illustrating the lines of communication.

A list of the project principal, project managers, discipline leads, key staff, and sub‐ consultants to be utilized to provide services, and a list of their typical duties.

Qualifications, registrations, certifications, and relevant individual experience of key personnel, including sub‐consultants.

A list of each project manager’s experience with managing interdisciplinary teams and working with public agencies on public infrastructure projects. Include pertinent project examples and role of the individual in each project.

A description of the proposer’s ability to deliver projects on time and within budget.

4.3.4 Consultant Team References and Past Performance (30 Points)

Provide a project history for all relevant project categories where the project team has completed similar or related work.

Response information for this section shall include the following minimum information:

Description of similar projects, by name, scope, location, and date, performed within the last 5 years which best characterize work quality and the capabilities of the Proposer. Detail the type of work that was done that supports the proposition that the team is capable of performing similar work.

A public agency client list including contact names and phone numbers for projects undertaken in the last five years or the last 10 clients, whichever is least.

A description of specific experience understanding design and construction oversight of relevant projects.

A description of the Proposer’s ability to deliver projects on time and within budget.

The Proposer’s past performance on City projects will also be considered in this scoring section, if applicable.

4.3.5 Fee Schedule (Pass/Fail)

Provide a fee schedule outlining a list of the commonly recommended key personnel, staff categories, individuals, or sub‐consultants making up the project team. Include a forecasted 2025 listing of individual billing rates that would be used for the 2025 calendar year.

4.3.6 Support Information (No points)

The proposer may provide supporting material that it believes will assist the Selection Committee

Request for Proposals Page 14 of 33 Consultant of Record in the decision process. Only relevant information should be submitted. Items that may be included in the Appendix as support material include:

Graphs and figures.

Additional resumes beyond key staff.

Additional references.

Project photos.

Insurance certificate.

If the consultant does not wish to include support information in the Appendix, please include a page indicating that “No additional support material has been provided.”

4.4 Summary of Selection Criteria

This section shall summarize the selection criteria that will be used for selecting those entities that the City will contract with. The table below summarizes the criteria that will be utilized:

Content and Evaluation Criteria Maximum Score Possible

Introduction Letter (4.3.1) 10

Project Category(s) – Understanding and Approach (4.3.2) 30

Key Personnel Qualifications (4.3.3) 30

Consultant Team References and Past Performance (4.3.4) 30

Fee Schedule (4.3.5) Pass/Fail

Support Information (4.3.6) No points

Total 100

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CITY OF NEWPORT, OREGON

DRAFT PROFESSIONAL SERVICES AGREEMENT

<CONTRACT NAME HERE>

THIS AGREEMENT is between City of Newport, an Oregon municipal corporation (City), and __________________________, an _____________________ corporation, which is registered to practice Civil Engineering in the State of Oregon (Consultant).

RECITALS

A. Pursuant to public contracting rule 137‐048‐0220(2), the City of Newport (City) solicited proposals for professional Consulting services to assist the City in __________________________ Services.

B. After reviewing all proposals, the City has selected _________________ (Consultant) as a Consultant of Record to provide the proposed services.

C. Consultant is willing and qualified to perform such services.

TERMS OF AGREEMENT

1. Consultant's Scope of Services

Consultant shall perform professional Consulting services related to . The City is free to utilize other Consultants or consultant as it deems appropriate.

2. Effective Date and Duration

This agreement is effective on execution by both parties and shall expire, unless otherwise terminated or extended, after three years. The parties may extend the term by mutual agreement.

3. Consultant's Fee and Schedules

A. Fee

Fees for services under this Agreement shall be based on time and materials and pursuant to the rates shown in Exhibit A, up to a maximum amount payable of $__________. Consultant may increase the rates shown in Exhibit A on an annual basis, subject to the written approval of the City. Consultant will alert the City when Consultant is increasing its fees. Consultant will bill for progress payments on a monthly basis. In order to determine the maximum monetary limit for each task, Consultant will submit a schedule and a labor hour estimate based on the rates shown in Exhibit A. Consultant will invoice monthly progress payments based on actual time worked on the project. The maximum monetary limit will not be exceeded without prior written approval by the City. Projects partially completed may be paid for in proportion to the degree of completion.

Consultant will be reimbursed for direct charges such as the cost of printing, postage, delivery services, and subconsultant fees. Unless specifically noted in the Task Order, direct charges will be billed at cost without any markup. Office expenses such as computer cost, telephone calls, and

Request for Proposals Page 16 of 33 overhead expenses are incidental and are included in the hourly rates shown in Exhibit A.

B. Payment Schedule for Basic Fee

Payments shall be made within 30 days of receipt of monthly billings based on the work completed. Payment by the City shall release the City from any further obligation for payment to the Consultant for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein.

C. Payment for Contingency Tasks

When agreed to in writing by the City, the Consultant shall provide services described as Contingency Tasks in a Task Order.

D. Certified Cost Records

Consultant shall furnish certified cost records for all billings to substantiate all charges.

Consultant’s accounts shall be subject to audit by the City. Consultant shall submit billings in a form satisfactory to the City. At a minimum, each billing shall identify the Task Order under such work is performed, work completed during the billing period, percentage of work completed to date, and percentage of budget used to date for each task.

E. Identification

Consultant shall furnish to the City its employer identification number.

F. Payment – General

1) Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

2) Consultant shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. Any subcontractors utilized by Consultant under this Agreement will be paid according to the then prevailing wage.

3) Consultant shall promptly, as due, make payment to any person, co‐partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service.

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4) Consultant shall make payments promptly, as due, to all persons supplying services or materials for work covered under this contract. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on any account of any service or materials furnished.

5) If Consultant fails, neglects or refuses to make prompt payment of any claim for labor, materials, or services furnished to Consultant, sub‐consultant or subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due to the Consultant. The payment of the claim in this manner shall not relieve Consultant or its surety from obligation with respect to any unpaid claims.

G. Schedule

Consultant shall provide services under this Agreement in accordance with the Project Schedule.

4. Ownership of Plans and Documents: Records; Confidentiality

A. Definitions. As used in this Agreement, the following terms have the meanings set forth below:

1) Consultant Intellectual Property means any intellectual property owned by

Consultant and developed independently from this Agreement that is applicable to the Services or included in the Work Product.

2) Third Party Intellectual Property means any intellectual property owned by parties other than City or Consultant that is applicable to the Services or included in the Work Product.

3) Work Product means the Services Consultant delivers or is required to deliver to City under this Agreement. Work Product includes every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein, and all copies of plans, specifications, reports and other materials, whether completed, partially completed or in draft form.

B. Work Product

1) Except as provided elsewhere in this Agreement, all Work Product created by Consultant pursuant to this Agreement, including derivative works and compilations, and whether or not such Work Product is considered a “work made for hire” or an employment to invent, shall be the exclusive property of City. City and Consultant agree that such original works of authorship are “work made for hire” of which City is the author within the meaning of the United States Copyright Act. To the extent that City is not the owner of the intellectual property rights in such Work Product, Consultant hereby irrevocably assigns to City any and all of its rights, title, and interest in all original Work Product created pursuant to this Agreement, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon City’s

Request for Proposals Page 18 of 33 reasonable request, Consultant shall execute such further documents and instruments necessary to fully vest such rights in City. Consultant forever waives any and all rights relating to original Work Product created pursuant to this Agreement, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

2) In the event Consultant Intellectual Property is necessary for the use of any Work

Product, Consultant hereby grants to City an irrevocable, non‐exclusive, non‐ transferable, perpetual, royalty‐free license to use Consultant Intellectual Property, including the right of City to authorize contractors, Consultants and others to use Consultant Intellectual Property, for the purposes described in this Agreement.

3) In the event Third Party Intellectual Property is necessary for the use of any Work

Product, Consultant shall secure on City’s behalf and in the name of City, an irrevocable, non‐exclusive, non‐transferable, perpetual, royalty‐free license to use the Third‐Party Intellectual Property, including the right of City to authorize contractors, Consultants and others to use the Third‐Party Intellectual Property, for the purposes described in this Contract.

4) In the event Work Product created by Consultant under this Agreement is a derivative work based on Consultant Intellectual Property or is a compilation that includes Consultant Intellectual Property, Consultant hereby grants to City an irrevocable, non‐exclusive, non‐transferable, perpetual, royalty‐free license to use the pre‐existing elements of Consultant Intellectual Property employed in the Work Product, including the right of City to authorize contractors, Consultants and others to use the pre‐existing elements of Consultant Intellectual Property employed in a Work Product, for the purposes described in this Agreement.

5) In the event Work Product created by Consultant under this Agreement is a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property, Consultant shall secure on City’s behalf and in the name of City an irrevocable, non‐exclusive, non‐transferable, perpetual, royalty‐free license to use the pre‐existing elements of the Third Party Intellectual Property, including the right to authorize contractors, Consultants and others to use the pre‐existing elements of the Third Party Intellectual Property, for the purposes described in this Agreement.

6) To the extent permitted by the Oregon Constitution and by the Oregon Tort

Claims Act, Consultant shall be indemnified and held harmless by City from liability arising out of re‐use or alteration of the Work Product by City which was not specifically contemplated and agreed to by the Parties in this Agreement.

7) Consultant may refer to the Work Product in its brochures or other literature that

Consultant utilizes for advertising purposes and, unless otherwise specified, Consultant may use standard line drawings, specifications and calculations on other, unrelated projects.

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C. Confidential Information

1) Consultant acknowledges that it or its employees, Sub‐Consultants, subcontractors or agents may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information that is the confidential information of City or City’s residents. Any and all information provided by City and marked confidential, or identified as confidential in a separate writing, that becomes available to Consultant or its employees, Sub‐ Consultants, subcontractors or agents in the performance of this Agreement shall be deemed to be confidential information of City (“Confidential Information”).

Any reports or other documents or items, including software, that result from Consultant’s use of the Confidential Information and any Work Product that City designates as confidential are deemed Confidential Information. Confidential Information shall be deemed not to include information that: (a) is or becomes (other than by disclosure by Consultant) publicly known; (b) is furnished by City to others without restrictions similar to those imposed by this Agreement; (c) is rightfully in Consultant’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; (d) is obtained from a source other than City without the obligation of confidentiality; (e) is disclosed with the written consent of City; or (f) is independently developed by employees or agents of Consultant who can be shown to have had no access to the Confidential Information; or (g) is required to be disclosed by law, subpoena, or other court order.

2) Consultant agrees to hold Confidential Information in strict confidence, using at least the same degree of care that Consultant uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the provision of Services to City under this Agreement, and to advise each of its employees, Sub‐Consultants, subcontractors and agents of their obligations to keep Confidential Information confidential.

Consultant shall use its best efforts to assist City in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Consultant shall advise City immediately in the event Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and Consultant will at its expense cooperate with City in seeking injunctive or other equitable relief in the name of City or Consultant against any such person. Consultant agrees that, except as directed by City, Consultant will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Agreement, and that upon termination of this Agreement or at City’s request, Consultant will turn over to City all documents, papers, and other matter in Consultant's possession that embody Confidential Information.

3) Consultant acknowledges that breach of this Section 4, including disclosure of any

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Confidential Information, will give rise to irreparable injury to City that is inadequately compensable in damages. Accordingly, City may seek and obtain injunctive relief against the breach or threatened breach of this Section 4, in addition to any other legal remedies that may be available. Consultant acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of City and are reasonable in scope and content.

5. Assignment/Delegation

Neither party shall assign or transfer any interest in or duty under this Agreement without the written consent of the other. If City agrees to assignment of tasks to a subcontractor, Consultant shall be fully responsible for the acts or omissions of any subcontractors. Any approval of a subcontractor does not create a contractual relationship between the subcontractor and City.

6. Consultant is Independent Contractor

A. The City’s project director, or designee, shall be responsible for determining whether Consultant’s work product is satisfactory and consistent with this Agreement, but Consultant is not subject to the direction and control of the City. Consultant shall be an independent contractor for all purposes and shall not be entitled to compensation other than the compensation provided for under Section 3 of this Agreement. The City’s acceptance of the work product as satisfactory does not relieve the Consultant from responsibility for any errors in the work product.

B. Consultant is an independent contractor and not an employee of City. Consultant acknowledges Consultant’s status as an independent contractor and acknowledges that Consultant is not an employee of the City for purposes of workers compensation law, public employee benefits law, or any other law. All persons retained by Consultant to provide services under this Agreement are employees of Consultant and not of City.

Consultant acknowledges that it is not entitled to benefits of any kind to which a City employee is entitled and that it shall be solely responsible for workers compensation coverage for its employees and all other payments and taxes required by law.

Furthermore, in the event that Consultant is found by a court of law or an administrative agency to be an employee of the City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Consultant under the terms of the Agreement, to the full extent of any benefits or other remuneration Consultant receives (from City or third party) as a result of the finding and to the full extent of any payments that City is required to make as a result of the finding.

C. The Consultant represents that no employee of the City or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from the Consultant, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing.

D. Consultant and its employees, if any, are not active members of the Oregon Public

Employees Retirement System.

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E. Consultant certifies that it currently has a City business license or will obtain one prior to delivering services under this Agreement.

F. Consultant is not an officer, employee, or agent of the City as those terms are used in ORS

30.265.

7. Indemnity

A. The City has relied upon the professional ability and training of the Consultant as a material inducement to enter into this Agreement. Consultant represents to the City that the work under this Agreement will be performed in accordance with the professional standards of skill and care ordinarily exercised by members of the Civil Engineering profession under similar conditions and circumstances as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of an Consultant’s work by the City shall not operate as a waiver or release.