REQUEST FOR QUALIFICATIONS (RFQ) FOR ENGINEERING & …RFQ for Reservoir Engineering and Design Services CIP 15-5188 / 15-5195 August 2016 Page 1 of 8 REQUEST FOR QUALIFICATIONS (RFQ)

RFQ for Reservoir Engineering and Design Services CIP 15-5188 / 15-5195 August 2016 Page 1 of 8

REQUEST FOR QUALIFICATIONS (RFQ) FOR ENGINEERING & DESIGN SERVICES

FOR CONCRETE AND STEEL WATER RESERVOIRS

Clackamas River Water (“District” or “CRW”) is requesting Statements of Qualifications (SOQs) for the purpose of selecting an engineering consultant or team of consultants to provide engineering and design services for one or both of the following Scopes of Work:

Scope 1 – One 8 million gallon (MG) buried concrete reservoir and associated improvements at the District’s 152nd Avenue Reservoir site. The site is located west of 152nd Avenue and Louise Lane, just north of Highway 212/224 in Clackamas, OR.

Scope 2 – One 1.25 million gallon (MG) at-grade welded steel reservoir and associated improvements at the District’s Redland Reservoir site. The site is located off of Potter Road and the private Butterfield Lane in Redland, OR, east of Oregon City.

Proposers may submit SOQs on either or both of the above Scopes of Work (SOW). Evaluations will be conducted for each Scope separately, whether a proposer submits on one or both SOW. A mandatory pre-qualification meeting and site visits will be held on August 18, 2016. This solicitation and selection will be conducted using the Qualification Based Selection (QBS) process. SOQs are due Thursday, August 25, 2016 at 3:00 PM. Late SOQs and submissions via fax or e-mail will not be accepted. I. PRELIMINARY PROJECT SCOPE OF WORK The District is seeking the services of a consulting firm or team of firms with demonstrated success in the engineering and design of either or both of two water storage reservoir types: pre-stressed concrete reservoirs and/or welded steel reservoirs, and associated improvements. The District is planning on constructing one of each type of reservoir under two public improvement contracts. The general Engineering and Design Services scopes of work for these projects will include the following:


Scope 1 – 152nd Avenue Reservoir, 8 MG (Concrete)

1. Design of a buried/partially buried AWWA D110 Type I wire-wound circular pre-stressed concrete reservoir in conformance with the dimensional requirements listed in Section II-A.

2. Reservoir and foundation structural design. 3. Geotechnical exploration, summary report and foundation design

recommendations. NOTE- CRW will provide existing geotechnical report data for evaluation and use. Consultant shall determine if existing data is sufficient or if additional geotechnical information is required.

4. Landscape design including neighborhood blending requirements. 5. Design of yard piping, valves, vaults, and related improvements. 6. Design of new reservoir inlet/outlet transmission mains and interconnections with

existing mains. 7. Design of an on-site and off-site stormwater and reservoir drain collection facility. 8. Design of a temporary construction access road through adjacent properties. 9. Development of complete project specifications. 10. Land use application services (assisting with conditional use through City of

Happy Valley and/or Clackamas County). 11. Assisting with acquisition of permits as required, including but not limited to

County building permit. 12. Property services including assistance with property owner communications, as

required. 13. Services related to contractor bidding, selection, and contract administration. 14. Construction inspection services, including coordinating special inspection and

testing as required. 15. Development of as-built construction documents. 16. See “Design Conditions and Parameters” below for further information.

Scope 2 – Redland Reservoir #3, 1.25 MG (Steel)

1. Design of an AWWA D100 welded steel reservoir in conformance with the dimensional requirements listed in Section II-B.

2. Reservoir and foundation structural design. 3. Geotechnical exploration, summary report and foundation design

recommendations. NOTE- CRW will provide existing geotechnical report data for evaluation and use. Consultant shall determine if existing data is sufficient or if additional geotechnical information is required.

4. Design of yard piping, valves, vaults, including connections to existing reservoir piping, cathodic protection system and related improvements.

5. Design of an on-site stormwater and reservoir drain collection facility. 6. Landscaping design as required. 7. Design shall include demolition of an existing 300,000 gallon steel reservoir, and

piping transfer plan. 8. Design shall include inspection, cleaning and recoating of the existing 0.75 MG

reservoir upon completion of the new reservoir. 9. Development of complete project specifications.


10. Land use application services (conditional use through Clackamas County). 11. Services related to contractor bidding, selection, and contract administration. 12. Construction inspection services, including coordinating special inspection and

testing as required. 13. Development of as-built construction documents. 14. See “Design Conditions and Parameters” below for further information.

A final, comprehensive scope of work, project schedule, and fee will be developed in collaboration with the selected firm(s). II. PROJECT BACKGROUND INFORMATION

A. Scope 1 – 152nd Ave. Reservoir: The 2.5-acre proposed reservoir site is owned by Clackamas River Water. The site is accessed from Louise Lane off of SE 152nd Avenue, or through neighborhood streets to the north and SE Mistwood Way. In the past, two separate land use/conditional use applications were prepared with the intent of constructing a water storage reservoir. No reservoir was constructed, and no current land use approval exists for the site. An existing 18-inch diameter ductile iron waterline terminates at the site. Past land use applications for reservoir construction include a mid-1980’s application (now expired) and a 2003 application (never submitted). 152nd Ave. Reservoir Design Conditions and Parameters: i. Reservoir capacity shall be 8 million gallons. ii. Reservoir construction shall be a buried AWWA D110 Type I wire-wound

circular pre-stressed concrete reservoir. iii. Overflow elevation shall be 292 feet. iv. Nominal outside tank diameter shall be 200 feet +/-. v. Existing site elevations range from approximately 288 feet on the north

property line, to 272 feet on the south property line. The majority of the site is gently sloping terrain north to south.

vi. Construction access will be by a proposed construction haul road, from the southwest corner of the property to adjacent properties south and west.

vii. Coordinate design with SCADA programming to be provided by CRW. viii. Site topographic survey data will be provided by CRW.

B. Scope 2 – Redland Reservoir #3: The 1-acre Redland Reservoir site is owned by

Clackamas River Water. Two at-grade welded steel reservoirs exist on the site;

Reservoir #1 is 0.3 MG (to be demolished under this project), and Reservoir #2 is

0.75 MG. Neither reservoir is cathodically protected. The site is accessed by an

easement on the private paved Butterfield Lane, off of Potter Road in Redland

(east of Oregon City). Water is fed to the existing reservoir site by an existing 8-


inch cast iron waterline from the east, and a 16-inch ductile iron waterline from

the west (currently under construction).

Redland Reservoir #3 Design Conditions and Parameters:

i. Reservoir capacity shall be 1.25 million gallons. ii. Reservoir construction shall be an at-grade AWWA D100 welded steel

reservoir. iii. Overflow elevation shall be 697 feet. iv. Nominal outside tank diameter shall be 80 feet +/-. v. Existing site elevations range from approximately 673 feet in the northwest

corner, to approximately 635 feet in the southeast corner. The existing reservoirs (and the proposed reservoir) sit at an approximate base elevation of 665’.

vi. Coordinate design with SCADA programming to be provided by CRW. vii. Site topographic survey data will be provided by CRW.

III. INFORMATION PROVIDED BY OWNER For both the 152nd Reservoir and Redland Reservoir #3 projects (unless otherwise noted), the following information and/or services will be provided by CRW:

1. Topographic and property boundary survey information in AutoCAD format. 2. Previously completed geotechnical reports for the proposed reservoir sites. 3. SCADA programming and related software. 4. For the 152nd Reservoir – Previous reservoir design package by CH2M Hill,

dated October 2005. IV. PROPOSAL FORMAT AND EVALUATION CRITERIA Proposers shall include the following information in their SOQs. Scoring values shown will be assessed separately on each proposal provided for each specific Scope of Work (Scope 1 and/or Scope 2). Regardless of the point value shown for each section, all sections are required for each SOQ submitted. Title each section as shown below. Proposers shall submit a separate SOQ for each specific Scope of Work which they elect to propose on.

A. Cover Letter 2.5 points 1. Provide a 2 page cover letter indicating the firm’s interest in the project. Include

the name, address, tax filing name and number of the corporation or business

structure submitting the SOQ.

2. Include contact information for the proposed point of contact for the work and

proposed project managers.

3. Include a brief overview of the firm’s qualifications.

4. Include a statement that the proposal is valid for a period of not less than 90

days.


B. Table of Contents 0 points 1. Provide a table of contents of the material included in the proposal.

C. Firm Information and Qualifications 40 points 1. Provide an overall description of relevant project experience demonstrating a

high level of expertise for each category listed in the preliminary scope of work (Section I), including qualifications for all required disciplines necessary to accomplish the scope of services.

2. List projects of a similar nature from the last five years that have been recently completed or that are currently in progress. Identify specific roles of the proposed project team in those projects. Include when the work was completed, name and contact information of the Owner’s representative who can attest to the firm’s work performance on the project(s), and approximate value of work.

3. Demonstrate specific capabilities for fulfilling the project requirements according to similar previous experience including years of business and any past contract/subcontract default, bankruptcy filings, or claims filed against the firm in the last five years.

4. Describe firm’s internal procedures related to work quality and cost control. 5. Provide information on types and amounts of insurance carried by the firm. 6. Identify the location of the firm’s principal office and location of key staff assigned

to work on the project. Discuss staff availability to work on the project and the ability to provide local presence for site visits and meetings.

D. Qualifications of Key Staff 40 points 1. Provide an organizational chart that identifies key staff and their proposed roles

for the project. 2. Provide a description of expertise for key staff including qualifications and

relevant project experience. Identify proposed project manager(s) and their experience with each aspect of the scope of work described in Section I.

3. Resumes and additional qualifications may be included as an appendix to the SOQ.

4. Include names, contact information, qualifications and experience of key staff for any subcontractors that may be used to complete project tasks (specific disciplines, specialties, etc.).

E. Project Understanding and Approach 15 points 1. Provide information that demonstrates the firm’s understanding of the project

requirements and describes the approach that will be taken to ensure a successful outcome for all stakeholders.

F. Completion of Exhibit A, Proposer Certifications 2.5 points

and Representations (Required with submission of SOQ). _____________ TOTAL: 100 points


V. INSTRUCTIONS Brevity is appreciated and SOQ’s shall not exceed 25 pages. Resumes of the project team may be included in an appendix, and will not be counted against the 25 page total. A page is defined as one side of an 8.5x11” sheet. Statements may be duplex printed. The cover letter and Exhibit B will not be included in the page count. Proposers shall submit one (1) original and five (5) copies of the statement of qualifications (SOQ) to the District addressed as follows: Clackamas River Water Attn: Karin Holzgang, Contract Coordinator 16770 SE 82nd Drive Clackamas, Oregon 97015 Provide the following identifying information in the bottom right corner on the front of the submittal envelope:

Statement of Qualifications for Reservoir Engineering and Design Services, CRW Projects CIP 15-5188 & CIP 15-5195

For questions regarding District facilities, proposers should refer questions to the following contact: Adam M. Bjornstedt, P.E. Principal Engineer, Project Manager 503-722-9246 [email protected] Any protests to this solicitation or requests to change specifications or terms of the solicitation must be received by 10:00 AM on August 22, 2016. In order to maintain the fairness and integrity of the selection process, SOQs must conform to the requirements of this RFQ. Such requirements include completing and signing the Proposer Representations and Certifications Form, (attached as Exhibit A) and submitting the form as part of the SOQ package. The awarded Consultant will be required to sign the District’s Professional Engineering Services Agreement, a sample of which is attached as Exhibit B to this RFQ. SOQs are due Thursday, August 25, 2016 at 3:00 PM. Late proposals and submissions via fax or e-mail will not be accepted. SOQs postmarked before the deadline, but received afterward will not be considered. The evaluation team will be composed of District staff and other members. During the evaluation process, the District has the right to require any clarification it needs in order to understand information submitted by the proposers. The proposers must respond within two business days if clarification is needed. Otherwise the proposer may be


deemed as non-responsive. The District will interview the highest ranked proposers in person. Proposers shall have all required licenses, certifications, and required insurance needed to perform the Work. VI. INSURANCE REQUIREMENTS The selected Proposer, at Proposer's sole cost and expense for the full term of the Agreement or any extension thereof, shall obtain and maintain, at a minimum, all of the insurance requirements outlined in Exhibit B, the Professional Engineering Services Agreement. VII. ADDENDA CANCELLATION OF SOLICITATION, SELECTION AND AWARD

A. Addenda, Oral Representations and Cost of SOQ Preparation To conserve time and cost, the District shall email all Addenda. Please contact Karin Holzgang at the email address listed below if you intend to submit a SOQ or have any questions. Oral instructions or information concerning this RFQ furnished by District representatives and employees to prospective proposers shall not bind the District and shall not be relied upon for additional information. No compensation shall be provided to cover the cost of SOQ preparation.

B. Cancellation of Solicitation, Selection, and Award The District reserves the right to cancel this solicitation at any time during the RFQ process if the District determines it is in the best interest of the public to do so. The District will review and evaluate all SOQs and shall select the highest ranking firm(s). Once the District has selected the top qualified firm(s), notice of the selection will be sent to all proposers. Per ORS 279 and the District’s Local Contract Review Board rules, once notice is given to all proposers, an aggrieved proposer may protest their exclusion from the selection within the seven day period after notice is given. An aggrieved proposer is a proposer who is adversely affected and has a right to protest an RFQ selection. In order to be adversely affected the aggrieved proposer must claim itself as highest ranked proposer because all other higher ranked proposers failed to meet the requirements of this RFQ. Protests received after the seven day period will not be considered.

Award Process: The District will negotiate a final comprehensive scope(s) of work, fee and project schedule with the top ranked firm(s), all of which will be included in a negotiated contract, a sample of which is included with this RFQ for information. If the parties cannot come to agreement on the final scope, fee and schedule, the District will terminate negotiations and contact the next highest ranked firm to begin negotiations for scope, fee and schedule. If the parties cannot come to agreement, then the District will terminate negotiations and contact the next highest ranked firm to begin negotiations. PLEASE NOTE: The District does not pay for services before it receives them.


No prepayments or deposits will be considered. Payment will not be made for services performed that are outside the scope of the work task order, and no work will be paid for without the execution of a work task order. Consultant selection for the above listed services does not limit the District’s ability to issue solicitations for the same services if the District determines that it is in the District’s or the public’s best interest to do so.

VIII. CONFIDENTIALITY SOQ’s shall be opened so as to avoid disclosure of contents to competing firms during the process of negotiation and selection. SOQ’s will not be available for public inspection until after such time that a contract is executed in accordance with ORS 279C.107. The District shall verify and determine that any confidential information claimed to be exempt is, in fact, exempt from disclosure under the Oregon Public Records Law. To facilitate public inspection of non-confidential portions of the SOQ, all confidential material shall be clearly marked and the word “Confidential” shall be stamped in red on the pages that apply. All requests for public inspection of SOQs are subject to the District’s Public Records Request filing requirements. Any costs associated with the inspection shall be at the sole expense of the proposer making the request. For questions concerning this RFQ contact Karin Holzgang via e-mail at [email protected]. Thank you, Karin Holzgang Executive Assistant/Contracts Coordinator Attachments: Exhibit A: Proposer Representations and Certifications Exhibit B: Professional Engineering Services Agreement

Exhibit A

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CLACKAMAS RIVER WATER

CLACKAMAS COUNTY, OREGON

REQUEST FOR QUALIFICATIONS

ENGINEERING & DESIGN SERVICES FOR CONCRETE AND STEEL WATER RESERVOIRS

PROPOSER REPRESENTATIONS AND CERTIFICATIONS

The undersigned hereby certifies that Proposer:

1. Has the authority and/or responsibility to submit a proposal and to represent the organization in all

phases of this RFQ process. 2. The information is true and accurate to the best of their knowledge. 3. Shall furnish, within the time specified, the items/services as indicated in the RFQ, Resultant Contract

and the Proposers Submittal.

4. Is a □ Resident Proposer, □ Non-Resident Proposer, as defined in ORS 279A.120, of the State of

Oregon, and has not discriminated against any minority, women, or emerging small business enterprises in obtaining any required subcontracts, in accordance with ORS 279A.110.

ORS 279A.120 (2) states "For the purposes of awarding a public contract, a contracting agency shall:

(a) Give preference to goods or services that have been manufactured or produced in this state if price, fitness, availability and quality are otherwise equal; and (b) Add a percent increase to the bid of a nonresident bidder equal to the percent, if any, of the preference given to the bidder in the state in which the bidder resides.”

"Resident bidder" means a bidder that has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid, has a business address in this state and has stated in the bid whether the bidder is a "resident bidder". (ORS 279A.120 (b)). "Non-resident bidder" means a bidder who is not a "resident bidder" as defined above. (ORS 279A.120 (a))

5. Understands any false statement may disqualify this proposal from further consideration or be cause

for contract termination. 6. Understands by submitting this RFQ Proposal, the undersigned certifies conformance to the

applicable Federal Acts, Executive Orders and Oregon Statutes and Regulations concerning Affirmative Action toward equal employment opportunities. All information and reports required by the Federal or Oregon State Governments, having responsibility for the enforcement of such laws, shall be supplied to the District upon request for purposes of investigation to ascertain compliance with such acts, regulations, and orders.

7. Has not discriminated and will not discriminate against minority, women or emerging small business

enterprises in obtaining any required subcontracts, and that the Proposer is not in violation of any discrimination laws.

8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY

MATTERS – The Proposer certifies to the best of its knowledge and belief that neither it nor any of its principals:

a. Are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from submitting bids or proposals by any federal, state or local entity,

Exhibit A

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department or agency; Have within a five-year period preceding the date of this certification been convicted of fraud or any other criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) contract, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

b. Are presently indicted for or otherwise criminally charged with commission of any of the offenses enumerated in paragraph 2. of this certification;

c. Have, within a five-year period preceding the date of this certification had a judgement entered against proposer or its principals arising out of the performance of a public or private contract;

d. Have pending in any state or federal court any litigation in which there is a claim against proposer or any of its principals arising out of the performance of a public or private contract; and

e. Have within a five-year period preceding the date of this certification had one or more public contracts (federal, state, or local) terminated for any reason related to contract performance.

Where Proposer is unable to certify to any of the statements in this certification, Proposer shall attach an explanation to their offer. The inability to certify to all of the statements shall not necessarily preclude Proposer from award of a contract under this procurement. 9. Acknowledges Receipt of Addenda No's.________________through________________inclusive.

PROPOSERS EMPLOYERS FEDERAL TAX IDENTIFICATION NUMBER (EIN)_________________OR

SOCIAL SECURITY IDENTIFICATION NUMBER____________________________________________

FAILURE TO SIGN AND SUBMIT THIS FORM MAY BE CAUSE FOR PROPOSAL REJECTION

Date______________________________________

Signature_________________________________ Name___________________________

(Please Print)

Company Name____________________________

Street Address_____________________________

City_____________________State____Zip______

Phone___________________Fax______________ E-Mail___________________________

Exhibit B

Page 1 of 15


PROFESSIONAL SERVICES CONTRACT

WITH

INSERT CONSULTANT NAME

CONTRACT SUMMARY SHEET

[Note: This summary sheet is provided for the convenience of CRW and the Consultant and is not to be construed to determine contractual rights and obligations. In the event of a conflict between this Summary Sheet and the contract terms and conditions, the contract terms and conditions will control.] Contract Term: __________________________ to _______________________

Basis of Compensation: □ Hourly (Based on CRW Approved Rate Sheet)

□ Lump Sum Per Task Order

Not-to-Exceed Maximum: _______________________ Insurance Requirements:

General Liability: _________________________ Automobile Liability _______________________ Errors and Omissions: ____________________

CRW’s Contract Representative: Consultant’s Contract Representative:

[Note: No changes to the contract shall be effective unless there is an approved change or other contract modification signed by the parties and such change or modification shall not be effective until signed by both parties.]

Exhibit B

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PROFESSIONAL SERVICES CONTRACT

WITH

INSERT CONSULTANT NAME

This contract is by and between Clackamas River Water, a domestic water supply district organized under ORS 264 ("CRW") and INSERT CONSULTANT NAME ("Consultant"). 1. Term

Unless terminated sooner under the provisions of this contract, the term of this contract shall be for a period from the effective date (as identified below) until INSERT DATE or until the Consultant’s scope of work is completed, whichever first occurs.

2. Contract Provisions

Except as specifically excluded by the terms of this Agreement, every provision of the documents or exhibits identified below is incorporated in this contract by reference. Any conflict between or among any of the documents listed below shall be resolved in accordance with the order of precedence set forth below.

A. Written contract modifications executed by the parties after execution of this

contract.

B. This contract form.

C. General Provisions as set forth in Exhibit A of this contract.

D. Special Provisions as set forth in Exhibit B of this contract

E. The Scope of Services as described in CRW’s Contract Documents, including Exhibit C – Scope of Services followed by the Scope of Services as described in Consultant’s proposal dated INSERT DATE (other than Consultant’s standard form contract attached to the proposal), which Scope of Services is included as part of or the entirety of Exhibit C, attached hereto.

3. Scope of Services

Consultant shall perform the tasks identified in the Scope of Services set forth in Exhibit C – INSERT TASK NAME or other services as directed by CRW’s General Manager.

4. Notice to Proceed

The Consultant shall not proceed with any work required under this contract without a written Notice to Proceed accompanied by a signed task order from CRW's contract representative. Any work performed or expenses incurred by the Consultant prior to the Consultant’s receipt of Notice to Proceed and signed task order shall be entirely at the

Exhibit B

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Consultant’s risk. 5. Compensation

The compensation paid under this contract for the Scope of Services described in Exhibit C, excluding compensation related to any subsequent modification of this contract, is "not-to-exceed" $XXXXXX.

6. Certificate of Compliance with Oregon Tax Laws

By executing this contract, Consultant certifies under penalty of perjury, that Consultant is, to the best of Consultant’s knowledge, not in violation of any Oregon tax law imposed by ORS Chapters 118, 119, 314, 316, 317, 318, 320, 321 and 323 and sections 10 to 20 Chapter 533, Oregon Laws 1981, as amended by Chapter 16, Oregon Laws 1982 (first special session); the Homeowners and Renters Property Tax Relief Program under ORS 310.630 to 310.690; and, local taxes administered by the Oregon Department of Revenue under ORS 305.620.

7. Certificate of Non-Discrimination

Consultant, by executing this contract, hereby certifies that Consultant, in the course of negotiating subcontracts for performance of this contract, has not and will not during the performance of this contract, discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority, women or emerging small business enterprise certified under ORS 200.055.

8. Project Manager/Contract Representative

The Consultant’s designated project manager shall be INSERT NAME. The Consultant’s project manager shall be the Consultant’s representative for the administration of the contract and the supervision and quality control of the work. The project manager shall also be responsible for reporting on all applicable contract performance issues under the contract, including but not limited to minority or woman-owned matters, if applicable. In all matters relating to the performance of the work and payment therefore, and in all situations involving actual recommended or proposed changes, CRW shall accept commitments and instructions of the Consultant only from the project manager or a duly authorized representative of the project manager so designated in writing. The Consultant shall not change the project manager without the prior written approval of CRW, which approval will not be unreasonably withheld or delayed. CRW’s representative (“contract representative”) for this contract shall be the General Manager, Mr. Todd Heidgerken, who shall be responsible for day to day communications with the Consultant. CRW may change the contract representative at any time by written notice to Consultant.

Exhibit B

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9. Effective Date.

This contract shall be effective as of _____________, 20___ (“Effective Date”). CONSULTANT NAME CLACKAMAS RIVER WATER

By: By: ______________________ (signature) (signature)

Name: Name: Todd Heidgerken

Title: Title: General Manager

Address: ___________________

___________________ ___________________

Tax Payor ID No. ___________________

Exhibit B

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EXHIBIT A

GENERAL PROVISIONS

A.1 Consultant’s Status and General Responsibilities

A. Consultant is an independent Consultant for all purposes and is entitled to no compensation from CRW other than that provided by this contract. Consultant shall inform CRW of Consultant’s Federal Internal Revenue Service Employer Identification Number, or, if Consultant is an individual with no employer identification number, Consultant’s Social Security Number. The Consultant is not an officer, employee or agent of CRW as those terms are used in ORS 30.265. Neither are the contractor’s officers, employees, or agents of CRW as those terms are used in ORS 30.265. The Consultant, its employees or officers shall not hold themselves out either explicitly or implicitly as officers, employees or agents of CRW for any purpose whatsoever, nor are they authorized to do so.

B. Consultant shall perform its services under this Agreement in accordance with usual and customary professional care and with generally accepted engineering practices in effect at the time the services are rendered. The Consultant makes no representation, warranty, or guarantee, express or implied, as to its findings, recommendations, plans, specifications, drawings, or professional judgment or advice other than the representation contained in this Paragraph. C. Consultant shall provide and pay for all labor, materials, equipment, utilities, and other goods or services necessary for full contract performance unless this contract specifically provides otherwise. Consultant shall supervise and direct contract performance, and shall be responsible for selecting the means of contract performance. If, during or after the term of this contract, Consultant learns of any actual or potential defect in the goods or services provided under this contract, of any problem associated with the results of contract performance, or of any nonconformance with a provision of this contract or of Federal, state, or local law, Consultant shall inform CRW immediately in writing with a full description of the defect, problem, or nonconformance.

A.2 Notices and Communications All notices and other communications concerning this contract shall be written in English and shall bear the number assigned to this contract by CRW. Notices and other communications may be delivered personally, by telegram, or by regular, certified or registered mail. A notice to CRW will be effective only if it is delivered to that person designated in writing in either a) the Notice of Award of this contract, b) the Notice to Proceed under this contract, or c) to another individual specifically designated by this contract. A notice to the Consultant shall be effective if it is delivered to the individual who signed this contract on behalf of Consultant at the address shown with that signature, to a corporate officer if Consultant is a corporation, to a general partner if Consultant is a partnership, or to another individual designated in writing by the Consultant in the contract or in a written notice to CRW. A.3 Assignment and Subcontracting

Exhibit B

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Consultant shall not assign any of its rights or subcontract any of its responsibilities under this contract without the written consent of CRW. If CRW approves of such subcontract, Consultant shall include in each subcontract any provisions necessary to make all of the provisions of this contract fully effective. Consultant shall provide all necessary plans, specifications, and instructions to its suppliers and subconsultants to enable them to properly perform their work. A.4 Indemnification To the fullest extent permitted by law, Consultant agrees to indemnify, hold harmless and defend CRW, its Commissioners, its directors, officers, and employees from and against all claims, damages, losses and expenses incidental to the investigation and defense thereof, based upon or arising out of or incidental to damages or injuries to persons or property, to the extent caused by the negligence of contractor, its agents, contractors, sub-contractors, or employees for whom consultant is legally liable from the performance of the work. A.5 Prompt Payment

The prime contractor agrees to pay each subconsultant under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the prime contractor receives from CRW. The prime contractor agrees further to return retainage payments to each subconsultant within 10 days after the subconsultant’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of CRW. A.6 Compliance with Laws and Regulations Subject to the standards of professional skill and care, Consultant shall adhere to all applicable and non-conflicting federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Contract. To the extent applicable, the Consultant shall comply with the clauses required in every public contract entered into in the State of Oregon as set forth in ORS chapter 279A and 279B, which provisions are hereby incorporated by reference. A.7 Liens Prohibited Consultant shall not permit any lien or claim to be filed or prosecuted against CRW on account of any labor or material furnished and Consultant hereby waives any right it may have to filing such a lien. A.8 Prohibited Interests

A. No CRW Commissioner, officer, employee or agent shall have any direct or indirect interest in this contract or its proceeds during, or within one year after, that person’s tenure with CRW, except to the extent such interest is permitted and disclosed as may be required under applicable law and/or CRW policy.

B. No CRW Commissioner, officer, employee, or agent shall solicit or accept, and Consultant shall not offer or give to any CRW Board member, officer, employee or agent, any gratuities, favors, or anything of monetary value, in connection with the

Exhibit B

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administration of this Contract, except to the extent permitted by applicable law and CRW policy.

C. No member of, or delegate to, the Congress of the United States shall be admitted to a share or part of this contract or to any benefit arising therefrom.

A.9 Integration, Modification, and Administrative Changes This contract includes the entire agreement of the parties and supersedes any prior discussions or agreements regarding the same subject. This contract may only be modified in writing by a document that has been signed by individuals authorized to bind each of the parties contractually. A.10 Severability If a provision of this contract is found by a court of competent jurisdiction to be unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected. The parties shall negotiate an equitable adjustment of this contract so that the purposes of this contract are effected. A.11 Waiver and Nonwaiver

A. A waiver by one party of a right to a remedy for breach of this contract by the other party shall not be deemed to waive the right to a remedy for a subsequent breach by the other party. CRW's acceptance of goods or services, or payment under this contract, shall not preclude CRW from recovering against Consultant or Consultant’s surety for damages due to Consultant’s failure to comply with this contract.

B. The parties agree to waive the principle of contract interpretation that an ambiguity will be construed against the party that drafted the ambiguous provision.

A.12 Termination for Default

A. CRW may, by written notice of default to the Consultant, terminate this contract in whole or in part if the Consultant fails to (i) Deliver the supplies or to perform the services within the time specified in this contract or any extension; (ii) Make progress in accordance with the contract schedule or quality of work specified by this contract; or (iii) Perform any of the other provisions of this contract.

B. CRW's right to terminate this contract under subdivisions (A)(ii) and (iii) of this clause, may be exercised if the Consultant does not cure such failure within 10 days (or more if authorized in writing by CRW’s contract representative) after receipt of the notice from CRW’s contract representative specifying the failure.

C. If CRW terminates this contract in whole or in part, it may acquire, under the terms and in the manner CRW’s contract representative considers appropriate, supplies or services similar to those terminated, and the Consultant will be liable to CRW for any excess costs for those supplies or services. However, the Consultant shall continue the work not terminated.

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D. Consultant shall be paid the contract price only for completed supplies or services delivered and accepted in accordance with this contract, subject to any applicable off-set CRW to which CRW may be entitled. If it is later determined by CRW that Consultant had an excusable reason for not performing, such as a fire, flood, or other event that is not the fault of, or is beyond the control of, Consultant, CRW may allow Consultant to continue work, or may treat the termination as a termination for convenience.

A.13 Termination for Convenience CRW’s contract representative, by written notice, may terminate this contract, in whole or in part, when it is in CRW’s interest. If this contract is terminated, the Consultant shall be entitled to compensation for work performed up to the date of termination in accordance with the provisions of this contract. A.14 Intellectual Property Consultant shall hold harmless, defend and indemnify CRW, its Commissioners, its directors, officers, employees and agents from any loss of any kind, based on a claim that the work performed, or products provided hereunder, including material(s) or any part thereof, constitutes negligent infringement of any patent, trademark, trade name, copyright, trade secret, or other intellectual property infringement, including but not limited to claims arising out of the manufacture, sale or use of such work, products or materials. Such indemnification shall include all damages and costs incurred by CRW as the result of the claim, including legal fees. A.15 Ownership of Work and Documents

A. It is understood and agreed that the work products prepared by the Consultant under this Agreement are instruments of professional service intended for one-time use on this project only. Nevertheless, the work products shall become the property of CRW upon completion of all services and receipt by the Consultant of all professional fees and reimbursements provided for hereunder.

B. In consideration thereof, CRW shall hold harmless and indemnify the Consultant from and against any and all claims, suits, demands, damages, liabilities, losses, and costs (hereinafter "Losses"), including but not limited to reasonable attorney's fees and other costs of defense, whether attributable to bodily injury, including death, property damage, or economic or other loss, accruing or resulting to any and all persons, firms, or any other legal entity, arising out of or in any way connected with the use of the work products 1) on any project other than the project which is the subject of this Agreement or 2) for modifications to this project not specifically authorized by the Consultant in writing, excepting only those Losses for which the Consultant is found solely liable by a court or forum of competent jurisdiction.

A.16 As-Built Drawings Upon Final Completion of the Work but prior to final payment by the District, the Contractor shall provide the District with one full set of as-built drawings in the format as directed by the District’s Project Engineer. The format will either be in the form of hand notations on existing plans and drawings or a full set electronic AUTOCAD file AutoCAD files in 2013 format using the Publish>eTransmit command, which packages the CAD files and their dependencies, for

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example xref drawings and ctb files, into a zip file each showing as-built conditions with dimensions. A. 17 Paragraph Headings and Other Titles The parties agree that paragraph headings and other titles used in this contract are for convenience only, and are not to be used to interpret this contract. A.18 Audit and Inspection of Records

A. The Consultant agrees to provide CRW, or any of its authorized representatives, access to any books, documents, papers, and records of the Consultant which are related to the performance of the Scope of Services under this contract for the purpose of making audits, examinations, excerpts and transcriptions.

B. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed, but may qualify the release of any such information that is trade secret information as “Confidential”.

C. The Consultant agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three (3) years after the date of termination or expiration of this contract.

D. Consultant further agrees to include in all of its subcontracts under this contract a provision to the effect that the subconsultant agrees that CRW, or any of its duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and other records of the subconsultant. The term "subcontract" as used in this Paragraph excludes (1) purchase orders not exceeding $10,000.00 and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

A.19 Disputes

A. If Consultant and CRW’s contract representative are not able to resolve a dispute involving issues of fact or the amount of compensation due consultant arising from this Contract, either party may, in writing to the other party, request mediation. If the parties cannot agree on a mediator or the process of mediation within 30 calendar days after receipt of a written request for mediation, either party may seek any remedy available at law to resolve the dispute. All costs of mediation shall be borne equally by the parties.

B. Other than requiring the parties to provide notice of requested mediation, nothing in this Section 3.22 shall be deemed to preclude CRW or Consultant from seeking any remedy available under the law.

A.20 Applicable Law and Jurisdiction Oregon law shall govern this contract. Any suit or action arising from this contract shall be commenced and prosecuted in the courts of Multnomah County, Oregon or the U.S. District Court for the District of Oregon, in Portland, Oregon, as applicable. The parties agree to submit to the jurisdiction and venue of these courts.

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EXHIBIT B

SPECIAL PROVISIONS

B.1 Type of Contract This is a time and materials/task order contract. Delivery or performance shall be made only as authorized by task orders issued in accordance with Sections B.2 and B.3 below, provided that such task orders are within the general Scope of Services described in Exhibit C. Except for any limitations on quantities that may be specified elsewhere in this contract, there is no limit on the number of orders that may be issued.

Any order issued during the effective period of this contract and not completed within that period shall be completed by the contractor within the time specified in the order. The contract shall govern the Consultant’s and CRW's rights and obligations with respect to the order to the same extent as if the order were completed during the contract's effective period. B.2 Ordering Any supplies and services to be furnished under this contract shall be ordered by issuance of task orders by CRW’s contract representative. CRW’s contract representative or his or her authorized representatives are the only individuals with the authority to place task orders against this contract.

All task orders are subject to the terms and conditions of this contract. In the event of conflict between a task order and this contract, the contract shall govern. B.3 Task Orders Every other task order will be issued by CRW and describe the portion or entirety of the Scope of Services to be performed under that task order. Upon request by CRW, the Consultant shall submit to CRW a task order proposal with a detailed cost estimate for performing the scope of work. The proposal shall contain, in sufficient detail to bind the parties, Consultant’s understanding of the work and associated work plan. CRW will hold cost and price negotiations with the Consultant as appropriate. Work performed prior to task award (e.g., for task order proposal preparation) is not billable. Any work performed outside the scope of an approved task order or not otherwise authorized by CRW in advance of the work will not be eligible for reimbursement. A task order may not increase the scope, period, or maximum value of the contract. These actions require a contract modification. B.4 Payment

A. Invoicing. CRW shall make payments to the Consultant on a monthly basis as work progresses based on invoices submitted by Consultant, but not more often than once every 30 days. Payment shall be in such amounts determined to be allowable by CRW in accordance with the terms of this contract. For payment of a portion of a stipulated sum contract, Consultant shall invoice once per month the pro rata portion of

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the total agreed-upon stipulated amount, as determined by negotiated task orders. CRW shall pay the Consultant within thirty (30) days from the date an invoice is approved by CRW. Notwithstanding any other additional requirements of this contract, invoices shall contain the contract number; the date(s) services were furnished; and a detailed description of the supplies or services furnished, including an itemized breakdown of hours, hourly rates, and any materials utilized. Failure to strictly comply with this provision may result in a delay in payment. All invoices shall be submitted to CRW’s Finance Department as follows:

CRW Finance Department

Attn: Accounts Payable 16770 SE 82nd Dr.

Clackamas, OR 97015 B.5 Service Rate Adjustments Consultant’s hourly rates shall be firm for the calendar year as of the Effective Date. During subsequent calendar years, the labor rates for the ensuing year may be increased or decreased as a result of documented changes in Consultant’s costs. Consultant shall notify CRW of price adjustments no later than thirty (30) days prior to the end of the current calendar year. Notices shall include all data necessary to demonstrate to CRW's satisfaction the actual changes in Consultant’s labor and material costs. Promptly after CRW receives the notice and data required under this paragraph, CRW and Consultant shall negotiate a price adjustment in the contract rates. In no event shall increases exceed 3% merit plus the increase (expressed as a percentage) in the Portland area Consumer Price Index from the most recently published six-month period. There is no percentage limitation on the amount of decreases that may be made under this clause. CRW must approve the Consultant’s choice of Project Manager. After initial approval by CRW, the Consultant shall not change the Project Manager without the prior written approval of CRW. CRW shall appoint its own Project Manager to represent CRW during execution of the work under this contract. B.6 Insurance During the term of this contract, Consultant shall purchase and maintain any insurance required by this contract. Consultant shall furnish acceptable certificates of insurance to CRW within ten (10) days after award of this contract, and prior to commencement of any contract work evidencing the insurance required by this contract. Consultant shall indemnify CRW for any liability or damages that CRW may incur due to Consultant’s failure to purchase or maintain any required insurance. Consultant shall be responsible for the payment of all premiums and deductibles. Consultant shall maintain insurance of the types and in the amounts described below: (1) Commercial General Liability Insurance Contractor shall maintain commercial general liability (CGL) with a limit of not

less than the minimum required under Oregon Tort 30.260-30.300. (2) Business Auto Liability Insurance

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Contractor shall maintain business auto liability insurance with a limit of not less than the minimum required under Oregon Tort 30.260-30.300. Such insurance shall cover liability arising out of the use of any auto (including owned, hired, and non-owned autos).

(3) Worker’s Compensation Insurance Contractor shall maintain worker’s compensation and employer’s liability

insurance per ORS 656.

(4) Errors and Omissions Insurance The Consultant shall maintain professional errors and omissions insurance of not less than $1 million dollars per claim and in the aggregate.

Upon request, Consultant shall furnish CRW with a copy of the policy of insurance shown by the certificate of insurance or in place pursuant to this contract, which policy shall be executed by a duly authorized representative of each insurer showing compliance with the insurance requirements set forth above.

Failure of CRW to demand such policy of insurance in compliance with these insurance requirements or failure of CRW to identify a deficiency from evidence that is provided shall not be construed as a waiver of Consultant’s obligation to maintain such insurance.

Except for workers’ comp and professional liability, the insurance required under this

Section shall: (1) Include CRW and its directors, officers, representative, agents, and employees

as additional insureds with respect to work or operations connected with the contract and

(2) Require the insurer to give CRW not less than thirty (30) days notice prior to

cancellation of coverage, 10 days notice for cancellation due to non-payment of premium

(3) Be with an insurance company having financial strength and financial size

category ratings that are reasonably acceptable to CRW. Such ratings shall be as published by Best’s Insurance Guide.

B.7 Hours of Labor (Personal Services Contracts)

Persons employed under this Contract shall be paid at least time and a half for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020 and for all work in excess of 8 hours in a day or in excess of 40 hours in a week when the workweek is 5 consecutive days Monday through Friday, or for all work in excess of 10 hours in a day or 40 hours in a week when the workweek is 4 consecutive days Monday through Friday. B.8 Conditions concerning payment, contributions, liens, withholding. [Applicable to all public contracts]. The contractor shall: (1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract.

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(2) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract. (3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished. (4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. B.9 Condition concerning payment for medical care and providing workers’ compensation. [Applicable to all public contracts]. (1) The contractor shall promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services. (2) If Contractor is a subject employer, Contractor shall comply with ORS 656.017 or determine that Contractor is exempt under ORS 656.126. B.10 Condition concerning hours of labor. [Applicable to all public contracts]. (1) Except as provided in subsections (3) to (6) of this section, any person employed by the Contractor may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services designated under ORS 279A.055, the employee shall be paid at least time and a half pay: (a)(A) For all overtime in excess of eight hours in any one day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; or (B) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and (b) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. (2) An employer must give notice in writing to employees, who work on a public contract, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. (3) In the case of contracts for personal services as described in ORS 279A.055, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. (4) In the case of a contract for services at a county fair or for other events authorized by a county fair board, the contract must contain a provision that employees must be paid at least time and a half for work in excess of 10 hours in any one day or 40 hours in any one week. An employer shall give notice in writing to employees, who work on such a contract, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that employees may be required to work. (5)(a) Except as provided in subsection (4) of this section, contracts for services must contain a provision that requires that persons employed under the contracts shall receive at least time and a half pay for work performed on the legal holidays specified in a collective

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bargaining agreement or in ORS 279B.020 (1)(b)(B) to (G) and for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. (b) An employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. (6) This section does not apply to public contracts: (a) With financial institutions as defined in ORS 706.008. (b) Made pursuant to the authority of the State Forester or the State Board of Forestry under ORS 477.406 for labor performed in the prevention or suppression of fire. (c) For goods or personal property. B.11 Workforce/Minority/Women-Owned Business Enterprise Commitment: CRW is committed to maximizing the participation in CRW contracts for minorities, women and other disadvantaged individuals and to workforce diversity. To accomplish this result, CRW relies heavily on the efforts of its Consultants and contractors to commit to and achieve a robust level of minority and women-owned business enterprise involvement and workforce diversity. To this end, Consultant shall comply with any applicable minority and/or women-owned business enterprise participation goals established as a part of the request for proposals or other negotiated process leading up to the award of this contract. B.12 Overtime Use All overtime in excess of ten hours per week for any one person billing to this contract must be approved in advance by CRW. For the purposes of computing overtime, all hours, not just project hours, must be included. Consultant’s and subconsultants’ timesheets must show all hours worked, including non-project hours. Billable “comp” time is not permitted.

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EXHIBIT C

SCOPE OF SERVICES

(Attached XX pages)

Clackamas River Water

INSERT TASK NAME

Scope of Services

TASK ORDER SUMMARY:

Commencement Date of Task Order Services: __________________________

Compensation: □ Hourly based on Consultant’s Approved Rate Sheet

□ Lump Sum for this Task Order

Maximum Not-to-Exceed Task Order Compensation:

Completion Date:

[Note: No work shall be commenced on this task order until CRW’s contract representative has

signed this task order.]

Scope of Services Description