Wood Environmental & Infrastructure Solutions, Inc ~ C210036 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUSTACCOMPANYEVERY CONTRACT)
Contract Title: Environmental Site Assessment-Haring Property Number: C210036
Contractor: Wood Environmental&Infrastructure Solutions,Inc Contract Total: $4,470.00
Contract Overview: ESA Evaluation for historical use of the site and determine extent practicable,REC.
Initial Risk Level: ❑❑ Extreme ❑❑ High ❑❑ Moderate ❑❑ Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Rob Murchison Ext: 2699 Department: PW-Admin
Type: O❑ Personal Svc O Professional Svc ❑O Public Imp ❑O General Svc ❑o Coop Purchase
O❑ Other: Start Date: 09/21/2020 End Date: 12/31/2020
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Wood Environmental Direct Appt
Account String: Fund-Division-Account Work Order—Activity Type Amount
FY 20/21 270-6150-54001 $4,470.00
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments:
Department Signature: Br`asvgJ. � `
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract # C210036
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
ENVIRONMENTAL SITE ASSESSMENT (ESA)-HARING PROPERTY
THIS AGREEMENT,made and entered into this 21't day of September 2020, by and between the
City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Wood
Environmental&Infrastructure Solutions, Inc.,hereinafter referred to as the "Contractor."
RECITALS
WHEREAS, the City's Fiscal Year 2021 budget provides for environmental site assessment services
for this project; and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City; and
WHEREAS, the City desires to engage the Contractor to render professional environmental site
assessment services for the project described in this Agreement, and the Contractor is willing and
qualified to perform such services;
THEREFORE,in consideration of the promises and covenants contained herein,the parties hereby
agree as follows:
1. Scope of Services
Contractor will perform professional Level I environmental assessment services in accordance
with the terms and conditions set forth herein, and as provided in Exhibit A,which is attached
hereto and by this reference made a part of this Agreement.
2. Effective Date and Duration
This Agreement is effective upon the date of execution and expires on December 31,2020,unless
otherwise terminated or extended. All work under this Agreement must be completed prior to
the expiration of this Agreement.
3. Compensation
A. The maximum that Contractor may be paid on this Agreement is hereafter the "not to
exceed" amount of Four Thousand Four Hundred Seventy and No/100 Dollars
($4,470.00) without prior written authorization. The "not to exceed" amount includes all
payments to be made pursuant to this Agreement,including reimbursable expenses,if any.
Nothing in this Agreement requires the City to pay for work that does not meet the
standard of care that would ordinarily be used by similar professionals in this community
in similar circumstances or other requirements of the Agreement. The actual amount to
be paid to Contractor may be less than the "not to exceed" amount.
B. Contractor is entitled to receive progress payments for its work pursuant to the Agreement
as provided below. The City will pay Contractor based on these invoices for acceptable
work performed and approved until the "not to exceed" amount is reached. Thereafter,
Contractor must complete work based on the Agreement without additional
compensation unless there is a change to the scope of work.
C. Any estimate of the hours necessary to perform the work is not binding on the City.
Contractor remains responsible if the estimate proves to be incorrect. Exceeding the
number of estimated hours of work does not impose any liability on the City for additional
payment.
D. Payment will be made upon receipt of billings based on the work completed. Contractor
will submit billings to City periodically, but not more frequently than monthly. Payment
by the City releases the City from any further obligation for payment to Contractor for
service or services performed or expenses incurred as of the date of the statement of
services. Payment will be made only for work actually completed as of the date of invoice.
Payment will not be considered acceptance or approval of any work or waiver of any
defects therein.
E. Contractor must furnish certified cost records for all billings to substantiate all charges.
Contractor's accounts are subject to audit by the City. Contractor will submit billings in a
form satisfactory to the City. At a minimum,each billing will identify the task order under
which 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. Billings
must also include Contractor's employer identification number or social security number,
as the City deems applicable.
F. General Terms:
1) Contractor must make payments promptly, as due, to all persons supplying labor or
materials for the performance of the work provided for in this Agreement.
2) Contractor may not permit any lien or claim to be filed or prosecuted against the City
on any account of any labor or material furnished.
3) Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
4) Contractor will pay all contributions or amounts due the Industrial Accident Fund
from the contractor or any subcontractor.
5) If Contractor fails,neglects,or refuses to make prompt payment of any claim for labor
or services furnished to Contractor or a subcontractor by any person as such claim
becomes due, City's Finance Director may pay such claim and charge the amount of
the payment against funds due or to become due the Contractor. The payment of the
claim in this manner does not relieve Contractor or their surety from obligation with
respect to any unpaid claims.
6) Contractor will 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
Contractor, of all sums that Contractor agrees to pay for the services and all moneys
and sums that Contractor collected or deducted from the wages of employees pursuant
to any law,contract,or agreement for the purpose of providing or paying for services.
7) Contractor and its employees, if any, are not active members of the Oregon Public
Employees Retirement System and are not employed for a total of 600 hours or more
in the calendar year by any public employer participating in the Retirement System.
8) Contractor must obtain, prior to the execution of any performance under this
Agreement, a City of Tigard Business License. The Tigard Business License is based
2021 PrSA—ESA—Haring Property 2 1 Page
on a calendar year with a December 31st expiration date. New businesses operating
in Tigard after June 30th of the current year will pay a pro-rated fee though the end of
the calendar year.
9) The City certifies that sufficient funds are available and authorized for this Agreement
during the current fiscal year. Funding during future fiscal years is subject to budget
approval by Tigard's City Council.
4. Ownership of Plans and Documents: Records
A. The field notes, design notes, and original drawings of the construction plans, as
instruments of service, are the property of Contractor; however, the City may request, at
no additional cost,one set of previously approved reproducible drawings,as well as storage
device such as thumb drive or SD card in "DWG" or "DXF" format, of the original
drawings of the work. The City has unlimited authority to use the materials received from
Contractor in any way the City deems necessary.
B. The City may make copies,for the use of and without cost to Contractor,of all of its maps,
records, laboratory tests, or other data pertinent to the work to be performed by the
Contractor pursuant to this Agreement, and also make available any other maps, records,
or other materials available to the City from any other public agency or body.
C. The Contractor will furnish to the City, copies of all maps, records, field notes, and soil
tests which were developed in the course of work for the City and for which compensation
has been received by Contractor at no additional expense to the City, except as provided
elsewhere in this Agreement.
5. Assignment/Delegation
Neither party may assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment has any force or effect unless
and until the other party has consented. If City agrees to assignment of tasks to a
subcontract,Contractor is fully responsible for the acts or omissions of any subcontractors
and of all persons employed by them. Neither the approval by City of any subcontractor nor
anything contained herein creates any contractual relation between the subcontractor and
City. The provisions of this Agreement are binding upon and will inure to the benefit of the
parties to the Agreement and their respective successors and assigns.
6. Status of Contractor as Independent Contractor
Contractor certifies that:
A. Contractor acknowledges that for all purposes related to this Agreement, Contractor is an
independent contractor as defined by ORS 670.600 and not an employee of City.
Contractor is not entitled to benefits of any kind to which an employee of City is entitled
and is solely responsible for all payments and taxes required by law. Furthermore, in the
event that Contractor is found by a court of law or any administrative agency to be an
employee of City for any purpose, City is entitled to offset compensation due, or to
demand repayment of any amounts paid to Contractor under the terms of this Agreement,
to the full extent of any benefits or other remuneration Contractor receives (from City or
2021 PrSA—ESA—Haring Property 3 1 Page
third party) as a result of said finding and to the full extent of any payments that City is
required to make (to Contractor or to a third party) as a result of said finding.
B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
7. Conflict of Interest
The undersigned Contractor hereby 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 Contractor, either directly or indirectly, in connection
with the letting or performance of this Agreement, except as specifically declared in writing.
If this payment is to be charged against Federal funds, Contractor certifies that he/she is not
currently employed by the Federal Government and the amount charged does not exceed his
or her normal charge for the type of service provided.
8. Indemnification
A. City has relied upon the professional ability and training of Contractor as a material
inducement to enter into this Agreement. Contractor represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
as the requirements of applicable federal, state, and local laws, it being understood that
acceptance of a Contractor's work by City will not operate as a waiver or release. Acceptance
of documents by City does not relieve Contractor of any responsibility for design
deficiencies, errors or omissions.
B. Claims for other than Professional Liability. Contractor agrees to indemnify,defend, save,
and hold harmless the City of Tigard, its officers, employees, agents, and representatives
from all claims,suits,or actions and all expenses incidental to the investigation and defense
thereof, of whatsoever nature, including intentional acts resulting from or arising out of
the activities of Contractor or its subcontractors, sub-consultants, agents or employees in
performance of this contract at both trial and appeal level,whether or not a trial or appeal
ever takes place including any hearing before federal or state administrative agencies. If
any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever,
such illegality or invalidity does not affect the validity of the remainder of this
indemnification.
C. Claims for Professional Liability. Contractor agrees to indemnify, defend, save, and hold
harmless the City of Tigard, its officers, employees, agents, and representatives from all
claims,suits,or actions and all expenses incidental to the investigation and defense thereof,
arising out of the professional negligent acts, errors or omissions of Contractor or its
subcontractors, sub-consultants, agents or employees in performance of professional
services under this agreement. Any work by Contractor that results in a design of a facility
that is not readily accessible to and usable by individuals with disabilities will be considered
a professionally negligent act, error, or omission.
D. As used in subsections B and C of this section, a claim for professional liability is a claim
made against the City in which the City's alleged liability results directly or indirectly, in
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whole or in part, from the quality of the professional services provided by Contractor,
regardless of the type of claim made against the City in performance of this Agreement.
A claim for other than professional liability is a claim made against the City in which the
City's alleged liability results from an act or omission by Contractor unrelated to the quality
of professional services provided by Contractor in performance of this Agreement.
9. Insurance
Contractor and its subcontractors must maintain insurance acceptable to City in full force and
effect throughout the term of this contract. Such insurance must cover risks arising directly
or indirectly out of Contractor's activities or work hereunder, including the operations of its
subcontractors of any tier.
The policy or policies of insurance maintained by the Contractor must provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Contractor will obtain, at Contractor's expense, and keep in effect during the term of this
contract,Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage must
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
Coverage Limit
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal &Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage (Any one fire) $50,000
B. Professional Liability
Contractor must obtain, at Contractor's expense, and keep in effect during the term of this
contract, Professional Liability Insurance covering any damages caused by any actual or
alleged negligent act, error, or omission in the rendering of or failure to render Professional
Services. Combined single limit per claim may not be less than$2,000,000,or the equivalent.
Annual aggregate limit may not be less than$3,000,000 and filed on a"claims-made" form.
C. Commercial Automobile Insurance
Contractor must also obtain, at Contractor's expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single
Limit per occurrence may not be less than $2,000,000.
If Contractor uses a personally-owned vehicle for business use under this contract, the
Contractor will obtain, at Contractor's expense,and keep in effect during the term of the
contract,business automobile liability coverage for all owned vehicles on an"occurrence"
form. The Combined Single Limit per occurrence may not be less than $2,000,000.
2021 PrSA—ESA—Haring Property 5 1 Page
D. Workers' Compensation Insurance
The Contractor, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law must 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. Contractors who perform work without the assistance or labor of any employee
need not obtain workers' compensation coverage. All non-exempt employers must
provide Employer's Liability Insurance with coverage limits of not less than $1,000,000
each accident.
E. Additional Insured Provision
All required insurance policies, other than Workers' Compensation and Professional
Liability, must name the City its officers, employees, agents, and representatives as
additional insureds with respect to this Agreement.
F. Extended Reporting Coverage
If any of the required liability insurance is arranged on a "claims-made" basis, Extended
Reporting coverage will be required at the completion of this contract to a duration of 24
months or, if less than 24 months, the maximum time-period Contractor's insurer will
provide. Contractor will be responsible for furnishing certification of Extended Reporting
coverage as described or continuous "claims-made" liability coverage for 24 months
following contract completion. Continuous "claims-made" coverage will be acceptable in
lieu of Extended Reporting coverage,provided its retroactive date is on or before the effective
date of this contract. Coverage will be endorsed to provide a"per project"aggregate.
G. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company
deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M. Best rating of"A-VII" or better,or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
H. Self-Insurance
The City understands that some contractors may self-insure for business risks and the City
will consider whether such self-insurance is acceptable if it meets the minimum insurance
requirements for the type of coverage required. If Contractor is self-insured for
commercial general liability or automobile liability insurance, Contractor must provide
evidence of such self-insurance. Contractor must provide a Certificate of Insurance
showing evidence of the coverage amounts on a form acceptable to the City. The City
reserves the right in its sole discretion to determine whether self-insurance is adequate.
I. Certificates of Insurance
As evidence of the insurance coverage required by the contract, Contractor will furnish a
Certificate of Insurance to the City. No contract is effective until the required Certificates
of Insurance have been received and approved by the City. The certificate will specify and
document all provisions within this contract and include a copy of Additional Insured
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Endorsement. A renewal certificate will be sent to the below address prior to coverage
expiration.
J. Primary Coverage Clarification
The parties agree that Contractor's coverage is primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
K. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability,professional liability,pollution, and errors and omissions policies required by this
Agreement.
A certificate in form satisfactory to the City certifying to the issuance of such insurance
will be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard, Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by
an authorized representative of the issuing insurance company, may be required to be
forwarded to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance will not be construed to limit Contractor's liability
hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount
of any damage, injury, or loss caused by negligence or neglect connected with this
Agreement.
10. Method & Place of Submitting Notice, Bills, and Payments
All notices, bills and payments will be made in writing and may be given by personal delivery,
mail, or by fax. Payments may be made by personal delivery,mail,or electronic transfer. The
following addresses will be used to transmit notices, bills, payments, and other information:
CITY OF TIGARD WOOD ENVIRONMENTAL&
INFRASTRUCTU -ONS,INC.
Attn: Rob Murchison,Asst. PW Director Attn: John Kuiper
Address: 13125 SW Hall Boulevard Address: 15862 SW 72 d Avenue,Suite 150
Tigard, OR 97223 Tigard, OR 97224
Phone: (503) 718-2699 Phone: (503) 639-3400
Email: robmktigard-or.gov Email: john.kuiperkwoodplc.com
Notice will be deemed given upon deposit in the United States mail,postage prepaid,or when
so faxed,upon successful fax. In all other instances,notices,bills and payments will be deemed
given at the time of actual delivery. Changes may be made in the names and addresses of the
2021 PrSA—ESA—Haring Property 7 1 Page
person to who notices, bills, and payments are to be given by giving written notice pursuant
to this paragraph.
11. Survival
The terms, conditions, representations, and warranties contained in this Agreement survive
the termination or expiration of this Agreement.
12. Merger
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement will be effective unless and until it is made in
writing and signed by both parties.
13. Termination Without Cause
At any time and without cause, City has the right in its sole discretion to terminate this
Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this
paragraph, City will pay Contractor for services rendered to the date of termination.
14. Termination for Cause
A. City may terminate this Agreement effective upon delivery of written notice to Contractor,
or at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in funds.
2) If Federal or State regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Contractor,its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if
there is an assignment for the benefit of creditors of Contractor.
Any such termination of this Agreement under paragraph (A) will be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Contractor, may
terminate the whole or any part of this Agreement:
1) If Contractor fails to provide services called for by this Agreement within the time
specified, or
2) If Contractor fails to perform any of the other provisions of this Agreement, or fails
to pursue the work as to endanger performance of this Agreement in accordance with
its terms, and after receipt of written notice from City, fails to correct such failures
within ten (10) days or such other period as City may authorize.
2021 PrSA—ESA—Haring Property 8 1 Page
The rights and remedies of City provided above related to defaults (including breach of
contract) by Contractor are not exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (B), Contractor will be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred,
provided, that the City may deduct the amount of damages, if any, sustained by City due
to breach of contract by Contractor. Damages for breach of contract include those
allowed by Oregon law, reasonable and necessary attorney fees, and other costs of
litigation at trial and upon appeal.
15. Access to Records
City will have access to such books, documents, papers and records of Contractor as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
16. Hazardous Materials
Contractor will comply with all federal Occupational Safety and Health Administration
(OSHA) requirements and all Oregon safety and health requirements. In accordance with
OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided
under this Agreement may release,or otherwise result in an exposure to,a hazardous chemical
under normal conditions of use (for example,employees of a construction contractor working
on-site), it is the responsibility of Contractor to provide the City with the following
information: all applicable Safety Data Sheet, the identity of the chemical/s, how Contractor
will inform employees about any precautions necessary,an explanation of any labeling system,
and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or
mark such goods.
17. Force Majeure
Neither City nor Contractor will be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled, including but not restricted to, an act of
God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
subcontractor or supplies due to such cause;provided that the parties so disenabled will within
ten (10) days from the beginning of such delay, notify the other party in writing of the cause
of delay and its probable extent. Such notification will not be the basis for a claim for
additional compensation. Each party will, however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and will, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
18. Non-Waiver
The failure of City to insist upon or enforce strict performance by Contractor of any of the
terms of this Agreement or to exercise any rights hereunder should not be construed as a
waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights
on any future occasion.
2021 PrSA—ESA—Haring Property 9 1 Page
19. Hours of Labor, Pay Equity
In accordance with ORS 27913.235, the following are hereby incorporated in full by this
reference:
A. Contractor may not employ an individual for more than 10 hours in any one day, or 40
hours in any one week, except as provided by law. For contracts for personal services, as
defined in ORS 279A.055,Contractor must pay employees at least time and a half pay for
all overtime the employees work in excess of 40 hours in any one week, except for
employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to
209 from receiving overtime.
B. Contractor 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 positing 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.
C. Contractor may not prohibit any of Contractor's employees from discussing the
employee's rate of wage, salary,benefits or other compensation with another employee or
another person and may not retaliate against an employee who discusses the employee's
rate of wage, salary, benefits or other compensation with another employee or another
person.
D. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a
material element of this Agreement and failure to comply will be deemed a breach that
entitles City to terminate this Agreement for cause.
20. Non-Discrimination
Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances
applicable to the provision of services under this Agreement,including,without limitation:
A. Title VI of the Civil Rights Act of 1964;
B. Section V of the Rehabilitation Act of 1973;
C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act
(ADAAA) of 2008 (Pub L No 101- 336); and
D. ORS 659A.142,including all amendments of and regulations and administrative rules,and
all other applicable requirements of federal and state civil rights and rehabilitation statutes,
rules and regulations.
21. Errors
Contractor will perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
2021 PrSA—ESA—Haring Property 10 1 Page
22. Extra Work, Changes
Only the City's Project Manager for this Agreement may change or authorize additional work.
Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to
adjust the contract price or contract time due to such unauthorized extra work and Contractor
will not be entitled to compensation for the performance of unauthorized work.
23. Warranties
Contractor will guarantee work for a period of one year after the date of final acceptance of
the work by the owner. Contractor warrants that all practices and procedures, workmanship
and materials are the best available unless otherwise specified in the profession. Neither
acceptance of the work nor payment therefore relieves Contractor from liability under
warranties contained in or implied by this Agreement.
Any intellectual property rights delivered to the City under this Agreement and Contractor's
services rendered in the performance of Contractor's obligations under this Agreement,will
be provided to the City free and clear of any and all restrictions on or conditions of use,
transfer, modification, or assignment, and be free and clear of any and all liens, claims,
mortgages, security interests, liabilities, charges, and encumbrances of any kind.
24. Attorney's Fees
In the event an action, suit of proceeding, including appeal, is brought for failure to observe
any of the terms of this Agreement, each party is responsible for that party's own attorney
fees, expenses, costs and disbursements for the action, suit,proceeding, or appeal.
25. Choice of Law,Venue
The provisions of this Agreement are governed by Oregon law. Venue will be the State of
Oregon Circuit Court in Washington County or the U.S.District Court for Oregon,Portland.
26. Compliance with State and Federal Laws/Rules
Contractor will comply with all applicable federal, state and local laws, rules and regulations
applicable to the work in this Agreement.
27. Conflict Between Terms
In the event of a conflict between the terms of this Agreement and Contractor's proposal,this
Agreement will control. In the event of conflict between a provision in the main body of the
Agreement and a provision in the Exhibits,the provision in the main body of the Agreement will
control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A will
control.
28. Audit
Contractor will maintain records to assure conformance with the terms and conditions of this
Agreement and to assure adequate performance and accurate expenditures within the contract
period. Contractor agrees to permit City, the State of Oregon, the federal government, or
their duly authorized representatives to audit all records pertaining to this Agreement to assure
the accurate expenditure of funds.
2021 PrSA—ESA—Haring Property 111 Page
29. Severability
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions will
not be impaired unless the illegal or unenforceable provision affects a significant right or
responsibility, in which case the adversely affected party may request renegotiation of the
Agreement and,if negotiations fail, may terminate the Agreement.
30. Compliance with Tax Laws
Contractor represents and warrants that Contractor is, to the best of the undersigned's
knowledge,not in violation of any Oregon tax laws including but not limited to ORS 305.620
and ORS Chapters 316, 317,and 318. Contractor's failure to comply with the tax laws of this
state or a political subdivision of this state before the Contractor executed this Agreement or
during the term of this Agreement is a default for which the City may terminate this Agreement
and seek damages and other relief available under the terms of this Agreement or applicable
law.
IN WITNESS WHEREOF,City and Contractor have caused this Agreement to be executed by their
duly authorized officials.
CITY OF TIGARD OOD ENV N ENT
INF STRUCTU SO UTIO ,INC,`
Signature: BrvD. R Signatures:
Name: 89-r4N0. 94tif-9 Name. Sean Gormley
Title: PUMICWORKSDIRECTOA Title: Principal
Date: 10/07/2026 Date: 09/23/2020
2021 PrSA—ESA—Haring Property 12 1 Page
EXHIBIT A
SCOPE OF SERVICES
Contractor agrees to provide professional services as described below:
Background Information
The City is requesting a Phase I ESA as part of environmental due diligence of the Site for potential
purchase of the subject property. Contractor shall understand that the Site is currently undeveloped,
includes a creek, and is adjacent to an abandoned railroad line and City park.
ScoVe of Services
The objective of the Phase I ESA is to evaluate the historical use of the Site and determine, to the
extent practicable, the presence of a Recognized Environmental Condition (REC), defined as "the
presence or likely presence of any hazardous substances or petroleum products in,on,or at a property:
(1) due to release to the environment;
(2) under conditions indicative of a release to the environment; or
(3) under conditions that pose a material threat of a future release to the environment.
De minimis conditions are not recognized environmental conditions." The Phase I ESA Report will
be prepared based on readily available information,interviews, and on-site observations. Contractor
will perform the Phase I ESA in general accordance with the current ASTM standard E1527-13 and
the EPA's All Appropriate Inquiry (AAI) rule. The Phase I ESA activities will include the following
tasks:
Site Reconnaissance
Contractor will perform a site reconnaissance to visually and/or physically observe the existence of
regulated hazardous materials stored or used on the Site and potential RECs,both from historical and
current use/practices. Characteristics of the Site will be recorded in a photographic log and
documented on an appropriate field questionnaire. Contractor will also complete a visual inspection
of adjoining properties (areas), from the Site line, public rights-of-way, or other vantage point (e.g.,
aerial photography), including a visual inspection of areas where hazardous substances or petroleum
products may be or may have been stored, treated, handled, or disposed.
Interviews
Contractor will attempt to interview individuals that are likely to have material information regarding
the potential for contamination at the Site.
Records Review
The purpose of the records review is to obtain and review record information that is reasonably
ascertainable from standard sources. Record information that is reasonably ascertainable means:
(1) information that is publicly available,
(2) information that is obtainable from its source within reasonable time and cost constraints, and
(3) information that is practically reviewable.
Contractor will use Environmental Data Resources (EDR's) Radius Map Report, which satisfies
ASTM E1527-13 and the EPA's AAI final rule. A review of selected local, state, and federal
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environmental regulatory agencies will be conducted for records, lists, or other readily available
sources of information. This review will be conducted to determine if the Site or nearby properties
are listed as having a known environmental issue, are under investigation, or are regulated by state or
federal environmental regulatory agencies. Contractor will list regulated facilities within the radii
specified by ASTM E1527-13. Wood will also review regulatory files for the Site and adjacent
properties,if listed as regulated facilities and the records are expected to provide valuable information
with regard to the environmental status of the Site. This review may also include aerial photographs,
Sanborn Fire Insurance maps, zoning maps, land use maps, city directories, atlases, and
correspondence from appropriate local, state, and federal agencies. Wood intends to review obvious
uses of the property from the present, back to the property's first developed use, or back to 1940,
whichever is earlier.
Contractor will review previous Phase I ESA reports conducted for the property,or any other relevant
previous environmental reports, provided by the City of Tigard that pertain to the Site and/or study
area.
User Provided Information
A 50-year Chain-of-Title will not be ordered by Contractor as part of this project. In order to complete
the Phase I ESA according to the EPA's AAI Rule and ASTM Standard E1527-13, the City will be
requested to provide the following information to Contractor for the Site:
• Identification of environmental liens or activity and use limitations associated with the Site.
• Consideration of purchase (lease) price vs. fair market value of the Site.
• Consideration of specialized knowledge
Specialized knowledge that the City of Tigard may have regarding the Site or operations at the
Site must be considered. This would include inherent information that the User might have
because of similar facilities it owns or operates or because of the type of work performed at
the Site.
• Consideration of commonly known information about the Site.
Commonly known information about the Site must be considered by both the City and
Contractor. Commonly known information could be identified through interviews, website
information, newspaper articles, and other information commonly and publicly known about
the Site.
If these pieces of information are not provided to us,AAI and ASTM E1527-13 require us to identify
them in Contractor's report as possible data gaps in our assessment.
Reporting
The Phase I ESA report will present the results of the services described above and will include a
description of the environmental setting, a site history review,our opinions on RECs at the Site along
with conclusions and recommendations for additional work,if considered necessary.
Exclusions
Contractor's scope of work does not include review or evaluation of:
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• Asbestos containing material (ACM)
• Radon
• Lead in drinking water
• Wetlands
• Regulatory compliance
• Cultural and historic resources
• Industrial hygiene
• Health and safety
• Ecological resources
• Mold
• Endangered species
• Indoor air quality
• High-voltage power lines
• Intrusive sampling or laboratory analysis of any kind
• Purchase price vs. fair market value evaluations
• Chain-of-Title
• Third-party lender requirements.
These services can be provided,if requested,under separate cover. A Phase I ESA does not guarantee
an environmentally "clean" site, but rather gives a preliminary indication whether further
environmental work may be needed by utilizing available data on the site and area.
Additionally, it should be noted that completion of an ASTM E1527-13 standard Phase I ESA does
not provide full CERCLA liability protection. Under the AAI Rule, the entity seeking one of the
CERCLA liability protections must also meet continuing obligations as defined in the 2002
Brownfields Amendments.
Deliverables
As requested,one copy of the report will be provided in PDF format and emailed to the City or placed
on an FTP site (depending on file size). Hard copies can be provided upon request.
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