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Rick Williams Consulting ~ t Contract# 4 CITY OF TIGARD,OREGON PERSONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 6th of January, 2011, by and between the CITY OF TIGARD, a municipal corporation of the State of Oregon, hereinafter called City, and Rick Williams Consulting—Parking and Transportation Demand Management, hereinafter called Consultant. RECITALS City has need for the services of a company with a particular training, ability, knowledge, and experience possessed by Consultant, and City has determined that Consultant is qualified and capable of performing the professional services as City does hereinafter require, under those terms and conditions set forth: Therefore, the parties agree as follows: SCOPE OF WORK Consultant shall initiate services on 11`h of Ate, 2011 upon receipt of City's notice to proceed, together with an executed copy of this Agreement. Consultant agrees to complete work that is detailed in Exhibit A — Scope of Work and by this reference made a part hereof. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon 11` of April, 2011 and shall expire, unless otherwise terminated or extended, on 30th of June, 2011. All work under this Agreement shall be completed prior to the expiration of this Agreement. COMPENSATION City agrees to pay Consultant an amount not to exceed Four Thousand Nine Hundred Eighty dollars ($4,980) annually for performance of those services described in this Agreement. Payment will be made based on Consultant's invoice, subject to the approval of Kim McMillan, P.E, and not more frequently than monthly. Payment shall be payable within thirty (30) days from the date of receipt by the City. CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices, bills, payments, and other information: Contact Manager for City: Contact Manager for Consultant: City of Tigard Company: Rick Williams Consulting Attn: Kim McMillan, P.E. Attn: Rick Williams 13125 SW Hall Blvd., Tigard, Oregon 97223 Address: 610 SW Alder St Suite 1221 Phone: 503-718-2642 Phone: 503-236-6441 Fax: 503-624-0752 Fax: 503-236-6164 Email Address: kim@ti arg d-or.gov Email Address: rick.williams@bpmdev.com Main St Green Street Project No 97063—Rick Williams Consulting Pagel of 5 Contract# CONSULTANT AS INDEPENDENT CONSULTANT Consultant acknowledges that for all purposes-related to this Agreement, Consultant is and shall be deemed to be an independent Consultant as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore, in the event that Consultant is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Consultant under the terms of this Agreement, to the full extent of any benefits or other remuneration Consultant receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make(to Consultant or to a third party) as a result of said finding. Consultant acknowledges that for all purposes related to this Agreement, Consultant is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. INDEMNIFICATION City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement. Consultant warrants that all 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 Consultant's work by City shall not operate as a waiver or release. Consultant and City agree to indemnify and defend the other, and the other's officers, agents and employees and hold them harmless from any and all liability, causes of action, claims, losses, damages,judgments or other costs or expenses including attorney's fees and witness costs and (at both trial and appeal level, whether or not a trial or appeal ever takes place) incurred by the party being indemnified resulting from the indemnifying party's acts (or failure to act when action is appropriate) that may be asserted by any person or entity which in any way arise from or relate to this Agreement or the performance of obligations under this agreement, except liability arising out of the sole negligence of the party being indemnified. The indemnification by Consultant of the City shall also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. INSURANCE Consultant shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Consultant's activities or work hereunder. The policy or policies of insurance maintained by the Consultant shall provide at least the following limits and coverages: a. Commercial General Liability Insurance Consultant shall obtain, at Consultant'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 (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate 1,000,000 Products-Completed Operations Aggregate 1,000,000 Personal &Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (any one fire) 50,000 Medical Expense (any one person) 5,000 Main St Green Street Project No 97003—Rick Williams Consulting Page 2 of 5 f w w Contract# b. Business Automobile Liability Insurance If Consultant will be delivering the goods, Consultant shall provide City a certificate indicating that Consultant has business automobile liability coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than$1,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty (30) days in advance of cancellation. If Consultant hires a carrier to make delivery, Consultant shall ensure that said carrier complies with this paragraph. c. Workers' Compensation Insurance The Consultant and all employers providing work, labor or materials under this Contract that are either subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers or employers that are exempt under ORS 656.126. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Consultants who perform.work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. gid. Insurance-Carrier Ratina- Coverages provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. e. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Consultant shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The procuring of such required insurance shall not be construed to limit Consultant's liability hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. TERMINATION The parties agree that any decision by either party to terminate this Agreement before 30th of June, 2011 shall be accompanied by sixty (60) days written notice to the other party prior to the date-termination would take effect. There shall be no penalty for early termination. If City terminates the contract pursuant to this paragraph, it shall pay Consultant for services rendered prorated to the date of termination. AGREEMENT MODIFICATIONS Modifications to this Agreement are valid only if made in writing and signed by all parties. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Consultant which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Consultant prior to termination of this Agreement by Consultant or upon completion of the work pursuant to this Agreement. Main St Green Street Project No 97003—Rick Williams Consulting Page 3 of 5 Contract# GOVERNING LAW Consultant shall comply with all applicable federal, state and local laws; and rules and regulations on non- discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or disability. The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 A, B, and if applicable C, to be included in a contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, Consultant must make payment promptly as due to persons supplying Consultant labor or materials for the execution of the work provided by this order. Consultant must pay all contributions or amounts due from Consultant to the Industrial Accident Fund incurred in the performance of this order. Consultant shall not pen-nit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Consultant further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. COMPLETE AGREEMENT This Agreement and attached exhibit constitutes the entire Agreement between the parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Consultant, by the signature of its authorized representative, hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Consultant has executed this Agreement on the date hereinabove first written. CIT OF TIGARD CONSULTANT �X791, KT7:'� bk_� y: uthorized City staff By: Authorized Agent of Consultant 1-i 74C) V IS.)Dj! Date Date Main St Green Street Project No 97003—Rick Williams Consulting Page 4 of 5 i Contract# Exhibit A Scope of Work Per Attached proposal receive from Rick Williams Consulting on April 8,2011. Main St Green Street Project No 97003—Rick Williams Consulting Page 5 of 5 CITY OF TIGARD OUTLINE OF PARKING MANAGEMENT WORK PLAN Received April 8, 2011 BACKGROUND The City of Tigard is in the process of initiating street level improvements along its Main Street corridor in the downtown. These improvements include enhanced curb extensions, lighting and pedestrian improvements and water treatment systems.Overall,this package of improvements will result in a slight reduction in on-street parking stalls from current levels. Given the level of improvements anticipated,City staff and its Citizen's Parking Work Group have recommended development of a parking management plan for the downtown Main Street corridor. It is envisioned that the plan can serve as a simple,yet meaningful,template of changes in parking management to be implemented with development of the streetscape improvements and to guide decision-making over time. WORK TASKS 1. Plan Development 1.1: Up to 3 meetings with staff and Parking Work Group to develop: • Statement of Desired Outcomes • Guiding Principles for Parking Management • Initial("opening day")parking management strategies—coordinated with opening of Main Street Improvements 1.2: Development of policy and/or pricing packages as necessary to support plan • 85%Rule • Guiding Principles(as element of parking code) • Implementation scheduling/management • Costing of strategies related to Tasks 1.1 and 2. Rick Williams Consulting 1 I P a g e 2. Outline of Support Infrastructure 2.1 Assistance to staff and work group in developing: • On-street time stay signage • Location/placement of on-street signage • Coordinated"brand"for off-street parking and parking management program • Placement of"portal"signage with brand to facilitate driver wayfinding • Recommendations of location of corridor bicycle parking • Strategic review of off-site parking locations (e.g., Burnham lot, other shared opportunities) • Other tasks as determined by staff or process 3. Communications 3.1 Assistance to staff and work group in developing: • Customer First policies and programs • Marketing materials • Other tasks as determined by staff or process 4. Other Tasks and Services 4.1 Up to 3 meetings (as determined by staff)to: • Brief City Council • Brief other City Commissions or Committees • Meet with affected stakeholders. BUDGET All work related to the tasks outlined above can be completed within a budget not to exceed $4,980. Rick Williams Consulting 2 1 P a g e A� CERTIFICATE OF LIABILITY INSURANCE 74E/8/2011 ( YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Private Risk Management - Portland PHONE FAX 851 SW 6th Avenue, Suite 385 (Al., c No Ext: (503) 224-9700 A/CNo: E-MAIL Portland OR 97204 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A:American Economy Insurance Compa 19704 INSURED (503) 223-4128 INSURER B:American States Insurance Com an B.P.M. Development, LLC dba: Rick Williams Consulting INSURER C: 610 SW Alder Street, Suite 122 INSURER D: Portland OR 97205 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 22935 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE INSR SUER POLICY NUMBER MPOLICY/DD/YYYY MEFF M DD EXP LTR /YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAREITED A X COMMERCIAL GENERAL LIABILITY 01CI433737-01 2/l/2011 2 1 2012 PREMISE,/ / PREMISES Ea occurrence $ 1,000,000 ,000,000 CLAIMS-MADE Ex_]OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ Included X POLICY PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 B ANY AUTO OICI433737-10 2/1/2011 2/1/2012 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION I WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N ORYER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) City of Tigard is additional insured with respect to general liability reference to the Main St Green Streets Project No. 97003. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Tigard ACCORDANCE WITH THE POLICY PROVISIONS. Public Works Diane Jelderks AUTHORIZED REPRESENTATIVE 13125 SW Hall Blvd AW;V4[aate;erJk'nlan49ewe4d Tigard OR 97223 7rrounanurfyeacrf, 7uc. ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD Page 1 of 1