MWA Architects Inc ~ C160035 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORMMUSTACCOMPANYEVERY CONTRACT)
Contract Title: Develop RFP for the 20-Year Citywide
Facilities Plan Number: t�
Contractor: 1AWA Architects Inc. Contract Total: $4,400
Contract Overview: Update the RFP narrative written last year in a City of Tigard RFP format.
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Kim McMillan Ext: 2642 Department: PW/Engineering
Type: ❑ Purchase.agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Architectural Sys. Start Date: 12/14/15 End Date: 6/30/16
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
M\ '-k Architects Inc. $4,400
aCcount String: Fund-Division-Account Work Order—Activi1y Type Amount
FY 15 16 400-8000-56005 91020-130 $4
,400
Approvals - LCRB Date:
Department Comments: Direct appoint:contract under$20.000
Department Signature: ✓
Purchasing Comments:
I
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#
CITY OF TIGARD,OREGON
ARCHITECTURAL SERVICES AGREEMENT
CITYWIDE FACILITIES PLAN—CIP#91020
THIS AGREEMENT, made and entered into this e day of January, 2016, by and between the
City of Tigard, a municipal corporation, hereinafter referred to as the "City," and MWA Architects
Inc., whose authorized representative is Jeff McGraw, and having a principal being a registered
architect of the State of Oregon,hereinafter referred to as the "Architect."
RECITALS
WHEREAS, the City's 2015-16 fiscal year budget provides for the services of an Architect (Design
Consultant) to provide services to develop the City of Tigard Request for Proposals for the 20-Year
Citywide Facilities Plan,Project Number 91020 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 Architect to render professional architectural services
for the project described in this Agreement, and the Architect 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. Architect's Scope of Services
The Architect shall perform professional architectural services relevant to the Project 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 shall become effective upon the date of execution and shall expire, unless
otherwise terminated or extended, on completion of the work or June 30, 2016, whichever
comes first. All work under this Agreement shall be completed prior to the expiration of this
Agreement.
3. Architect's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit B of this Agreement,and
for services required in the fulfillment of Paragraph 1, the Architect shall be paid on
an hourly rate based upon the "Schedule of Rates" in Exhibit B of this agreement,
which shall constitute full and complete payment for said services and all
expenditures which may be made and expenses incurred, except as otherwise
expressly provided in this Agreement. The Basic Fee shall not exceed the amount of
Four Thousand Four Hundred and No/100 dollars ($4,400.00) without prior written
authorization.
2) The parties hereto do expressly agree that the Basic Fee is based upon the Scope of
Services to be provided by the Architect and is not necessarily related to the
estimated construction cost of the Project. In the event that the actual construction
cost differs from the estimated construction cost, the Architect's compensation will
not be adjusted unless the Scope of Services to be provided by the Architect changes
and is authorized and accepted by the City.
B. Payment Schedule for Basic Fee
Payments shall be made upon receipt of billings based on the work completed. Billings
shall be submitted by the Architect periodically, but not more frequently than monthly.
Payment by the City shall release the City from any further obligation for payment to the
Architect for service or services performed or expenses incurred as of the date of the
statement of services. Payment shall be made only for work actually completed as of the
date of invoice. Payment shall not be considered acceptance or approval of any work or
waiver of any defects therein.
C. Payment for Special Services
Only when directed in writing by the City, the Architect shall furnish or acquire for the
City the professional and technical services based on the hourly rate schedule as
described in Exhibit B of this contract for minor project additions and/or alterations.
D. Certified Cost Records
The Architect shall furnish certified cost records for all billings pertaining to other than
lump sum fees to substantiate all charges. For such purposes, the books of account of
the Architect shall be subject to audit by the City. The Architect shall complete work
and cost records for all billings on such forms and in such manner as will be satisfactory
to the City.
E. Contract Identification
The Architect shall furnish to the City its employer identification number, as designated
by the Internal Revenue Service, or social security number,as the City deems applicable.
F. Payment—General
1) Architect shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
2) Architect shall pay employees at least time and a half pay for all overtime worked in
excess of 40 hours in any one week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
3) Architect shall promptly, as due, make payment to any person, co-partnership,
association or corporation, furnishing medical, surgical and hospital care or other
needed care and attention incident to sickness or injury to the employees of
Architect or all sums which Architect agrees to pay for such services and all moneys
and sums which Architect collected or deducted from the wages of employees
pursuant to any law, contract or agreement for the purpose of providing or paying
for such service.
4) The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract.
5) Architect shall make payments promptly, as due, to all persons supplying services or
materials for work covered under this contract. Architect shall not permit any lien or
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claim to be filed or prosecuted against the City on any account of any service or
materials furnished.
6) If Architect fails, neglects or refuses to make prompt payment of any claim for labor,
materials, or services furnished to Architect, sub-consultant or subcontractor by any
person as such claim becomes due, City may pay such claim and charge the amount
of the payment against funds due or to become due to the Architect. The payment
of the claim in this manner shall not relieve Architect or their surety from obligation
with respect to any unpaid claims.
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 and shall remain, the property of the Architect; however, the
City shall be furnished, at no additional cost, one set of previously approved
reproducible drawings, on 3 mil minimum thickness mylar as well as diskette in "DWG"
or "DXF" format, of the original drawings of the work. The City shall have unlimited
authority to use the materials received from the Architect in any way the City deems
necessary.
B. The City shall make copies, for the use of and without cost to the Architect, of all of its
maps, records, laboratory tests, or other data pertinent to the work to be performed by
the Architect 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 Architect shall 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 the Architect at no additional expense to the City
except as provided elsewhere in this Agreement.
5. Assignment/Delegation
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment shall be of any force or effect
whatsoever unless and until the other party has so consented. If City agrees to assignment of
tasks to a subcontract, Architect shall be fully responsible for the acts or omissions of any
subcontractors and of all persons employed by them, and neither the approval by City of any
subcontractor nor anything contained herein shall be deemed to create any contractual relation
between the subcontractor and City.
6. Architect is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Architect's work product is satisfactory and consistent with this agreement,but Architect
is not subject to the direction and control of the City. Architect shall be an independent
contractor for all purposes and shall be entitled to no compensation other than the
compensation provided for under Section 3 of this Agreement.
B. Architect is an independent contractor and not an employee of City. Architect
acknowledges Architect's status as an independent contractor and acknowledges that
Architect is not an employee of the City for purposes of workers compensation law,
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public employee benefits law, or any other law. All persons retained by Architect to
provide services under this contract are employees of Architect and not of City.
Architect acknowledges that it is not entitled to benefits of any kind to which a City
employee is entitled and that it shall be solely responsible for workers compensation
coverage for its employees and all other payments and taxes required by law.
Furthermore, in the event that Architect is found by a court of law or an administrative
agency to be an employee of the City for any purpose, City shall be entitled to offset
compensation due, or to demand repayment of any amounts paid to Architect under the
terms of the agreement, to the full extent of any benefits or other remuneration
Architect 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 Architect or to a third party) as a
result of said finding.
C. The undersigned Architect 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 the Architect, either directly or indirectly, in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
D. If this payment is to be charged against Federal funds, Architect certifies that he/she is
not currently employed by the Federal Government and the amount charged does not
exceed his/her normal charge for the type of service provided.
E. Architect 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.
F. Architect shall obtain, prior to the execution of any performance under this Agreement,
a City of Tigard Business License. The Tigard Business License is based 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.
G. Architect is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
7. Indemnity
A. The City has relied upon the professional ability and training of the Architect as a
material inducement to enter into this Agreement. Architect represents to the City that
the work under this contract will be performed in accordance with the professional
standards of skill and care ordinarily exercised by members of the architectural
profession under similar conditions and circumstances as well as the requirements of
applicable federal, state and local laws, it being understood that acceptance of an
Architect's work by the City shall not operate as a waiver or release. Acceptance of
documents by City does not relieve Architect of any responsibility for design
deficiencies,errors or omissions.
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B. Claims for other than Professional Liability. Architect agrees and shall 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 Architect 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 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.
C. Claims for Professional Liability. Architect agrees and shall 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
Architect or its subcontractors, sub-consultants, agents or employees in performance of
professional services under this agreement. Any work by Architect that results in a
design of a facility that is not readily accessible to and usable by individuals with
disabilities shall be considered a professionally negligent act, error or omission.
D. As used in subsections B and C of this section,a claim for professional responsibility is a
claim made against the City in which the City's alleged liability results directly or
indirectly, in whole or in part, from the quality of the professional services provided by
Architect, regardless of the type of claim made against the City in performance of this
contract. A claim for other than professional responsibility is a claim made against the
City in which the City's alleged liability results from an act or omission by Architect
unrelated to the quality of professional services provided by Architect in performance of
this contract.
8. Insurance
Architect and its subcontractors shall maintain insurance acceptable to City in full force and
effect throughout the term of this contract. Such insurance shall cover risks arising directly or
indirectly out of Architect's activities or work hereunder, including the operations of its
subcontractors of any tier. Such insurance shall include provisions that such insurance is
primary insurance with respect to the interests of City and that any other insurance maintained
by City is excess and not contributory insurance with the insurance required hereunder.
The policy or policies of insurance maintained by the Architect and its subcontractors shall
provide at least the following limits and coverages:
A. Commercial General Liability Insurance
Architect shall obtain, at Architect'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 shall
include Contractual Liability insurance for the indemnity provided under this contract. The
following insurance will be carried:
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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
Architect shall obtain, at Architect'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 Profesional
Services. Combined single limit per claim shall not be less than $2,000,000, or the
equivalent. Annual aggregate limit shall not be less than $3,000,000 and filed on a "claims-
made" form.
C. Commercial Automobile Insurance
Architect shall also obtain, at architect's expense, and keep in effect during the term of the
contract (Symbol 1 or Symbols 8 and 9 as applicable) Commercial Automobile Liability
coverage on an"occurrence" form including coverage for all owned,hired,and non-owned
vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000.
If Contractor operates a personally-owned vehicle for business use under this contract, the
Contractor shall 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 shall not be less than$2,000,000.
D. Workers'Compensation Insurance
The Architect, its subcontractors, if any, and all employers providing work, labor or
materials under this Contract are subject employers under the Oregon Workers'
Compensation Law and shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Architects 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$1,000,000 each accident.
E. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability,
shall include the City its officers, employees, agents and representatives as additional
insureds with respect to this contract. Coverage will be endorsed to provide a"per project"
aggregate.
F. Extended Reporting Coverage
If any of the aforementioned 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 the maximum time period the Architect's insurer will provide
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such if less than 24 months. Architect 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.
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G. Insurance Carrier Rating
Coverage provided by the Architect 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 the Contractor is self-insured for
commercial general liability or automobile liability insurance the Contractor must provide
evidence of such self-insurance. The 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,the Architect shall furnish a
Certificate of Insurance to the City. No contract shall be 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 Endorsement. A renewal certificate will be sent to the address below prior to
coverage expiration.
J. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
K. Primary Coverage Clarification
The parties agree that Architect's coverage shall be primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurancewith the insurance required in this section.
L. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability
and commercial automobile policies required by this contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will
be forwarded to:
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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 shall not be construed to limit Architect's liability
hereunder. Notwithstanding said insurance,Architect shall be obligated for the total amount of
any damage,injury,or loss caused by negligence or neglect connected with this contract.
9. Termination Without Cause
At any time and without cause, City shall have the right in its sole discretion, to terminate this
Agreement by giving notice to Architect. If City terminates the contract pursuant to this
paragraph,it shall pay Architect for services rendered to the date of termination.
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10. Termination With Cause
A. City may terminate this Agreement effective upon delivery of written notice to Architect,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 Architect, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Architect becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Architect, if a receiver or trustee is appointed for Architect, or if
there is an assignment for the benefit of creditors of Architect.
Any such termination of this agreement under paragraph (A) shall 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 Architect, may
terminate the whole or any part of this Agreement:
1) If Architect fails to provide services called for by this agreement within the time
specified herein or any extension thereof, or
2) If Architect fails to perform any of the other provisions of this Agreement, or so
fails to pursue the work as to endanger performance of this agreement in accordance
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with its terms, and after receipt of written notice from City, fails to correct such
failures within ten days or such other period as City may authorize.
3) If Architect fails to eliminate a conflict as described in Section 14 of this agreement.
jThe rights and remedies of City provided in the above clause related to defaults (including
breach of contract) by Architect shall not be 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), Architect shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred, an
amount which bears the same ratio to the total fees specified in this Agreement as the
services satisfactorily rendered by Architect bear to the total services otherwise required
to be performed for such total fee; provided, that there shall be deducted from such
amount the amount of damages, if any, sustained by City due to breach of contract by
Architect. Damages for breach of contract shall be those allowed by Oregon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon
appeal.
11. Non-Waiver
The failure of City to insist upon or enforce strict performance by Architect 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.
12. Method and Place of Giving Notice, Submitting Bills and Making Payments
All notices,bills and payments shall 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 shall be used to transmit notices,bills,payments,and other information:
CITY OFT I GARD IML. MWA ARCHITECTS INC.
Attn: Kim McMillan,Asst. City Engineer Attn:Jeff McGraw,AIA,President
Address: 13125 SW Hall Blvd. Address: 70 NW Couch Street,Suite 401
Tigard,Oregon 97223 Portland, OR 97209
Phone: (503) 718-2648 Phone: (503) 416-8008
Fax: (503) 684-7297 Fax: (503) 973-5060
Email: kim@tigard-or.gov Email: jmcgraw@mwaarchitects.com
and when so addressed, shall be deemed given upon deposit in the United States mail,postage
prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances,
notices,bills and payments shall be deemed given at the time of actual delivery. Changes may
be made in the names and addresses of the person to who notices,bills and payments are to be
given by giving written notice pursuant to this paragraph.
13. 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 shall be effective unless and until it is made in
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writing and signed by both parties.
14. Professional Services
The City requires that services provided pursuant to this agreement shall be provided to the
City by an Architect, which does not represent clients on matters contrary to City interests.
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Further, Architect shall not engage services of an architect and/or other professional who
individually, or through members of his/her same firm, represents clients on matters contrary
to City interests.
Should the Architect represent clients on matters contrary to City interests or engage the
services of an architect and/or other professional who individually, or through members of
j his/her same firm, represents clients on matters contrary to City interests, Architect shall
consult with the appropriate City representative regarding the conflict.
After such consultation, the Architect shall have seven (7) days to eliminate the conflict to the
satisfaction of the City. If such conflict is not eliminated within the specified time period, the
! agreement may be terminated pursuant to Section 10 (B -3) of this agreement.
15. Force Majeure
Neither City nor Architect shall 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 shall
within ten days from the beginning of such delay,notify the other party in writing of the cause
of delay and its probable extent. Such notification shall not be the basis for a claim for
additional compensation. Each party shall, however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
16. Non-Discrimination
Architect agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, rules, and regulations. Architect also shall comply with the Americans
with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules
established pursuant to those laws. All facilities designed by Architect under this contract shall
be designed to be readily accessible to and usable by individuals with disabilities as required by
the Americans with Disabilities Act.
17. Errors
Architect shall 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.
18. Extra (Changes) Work
Only the City's Project Manager may authorize extra (and/or change) work. Failure of
Architect to secure authorization for extra work shall constitute a waiver of all right to
adjustment in the contract price or contract time due to such unauthorized extra work and
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Architect thereafter shall be entitled to no compensation whatsoever for the performance of
such work.
19. Governing Law
The provisions of this Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
20. Compliance With Applicable Law
Architect shall comply with all federal, state, and local laws and ordinances applicable to the
work under this Agreement,including those set forth in ORS 279A,279B,and 279C.
21. Conflict Between Terms
It is further expressly agreed by and between the parties hereto that should there be any
conflict between the terms of this instrument in the proposal of the contract, this instrument
shall control and nothing herein shall be considered as an acceptance of the said terms of said
proposal conflicting herewith.
22. Access to Records
City shall have access to such books, documents, papers and records of Architect as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
23. Audit
Architect shall 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. Architect 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.
24. 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 shall
not be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
25. Representations and Warranties
Architect represents and warrants to the City that:
A. Architect has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Architect, enforceable in accordance with its terms.
C. Architect (to the best of Architect's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement, faithfully has complied with:
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1) All tax laws of this state, including but not limited to ORS 305.620 and ORS
chapters 316,317,and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Architect, to Architect's property, operations, receipts, or income, or to Architect's
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performance of or compensation for any work performed by Architect;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Architect, or to goods, services,or property,whether tangible or intangible, provided
by Architect;and
4) Any rules, regulations, charter provisions, or ordinances that implemented or
enforced any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Architect's services rendered in the performance of Architect's obligations under this
Agreement, shall be provided to the City free and clear of any and all restrictions on or
conditions of use, transfer, modification, or assignment, and shall be free and clear of
any and all liens, claims, mortgages, security interests, liabilities, charges, and
encumbrances of any kind.
26. Compliance with Tax Laws
A. Architect must, throughout the duration of this Agreement and any extensions, comply
with all tax laws of this state and all applicable tax laws of any political subdivision of the
State of Oregon. For the purposes of this Section, "tax laws" includes all the provisions
described in subsection 25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this
Agreement. Further, any violation of Architect's warranty, in subsection 25.0 of this
Agreement, that the Architect has complied with the tax laws of the State of Oregon and
the applicable tax laws of any political subdivision of this state also shall constitute a
material breach of this Agreement. Any violation shall entitle the City to terminate this
Agreement, to pursue and recover any and all damages that arise from the breach and the
termination of this Agreement, and to pursue any or all of the remedies available under
this Agreement,at law,or in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing
to Architect,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory
or injunctive relief. The City shall be entitled to recover any and all damages
suffered as the result of Architect's breach of this Agreement, including but not
limited to direct, indirect, incidental and consequential damages, costs of cure, and
costs incurred in securing a replacement Architect.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City
may pursue any remedy or remedies singly, collectively, successively, or in any order
whatsoever.
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27. Compete Agreement
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency 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 shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
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. Architect, 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 Architect has executed this Agreement on the date hereinabove first written.
CITY OF T-IGARD MW CHITECTS INC.
By: Lori Faha,City Engineer B uthorized Contractor Representative
Date Date
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EXHIBIT 1
SCOPE OF SERVICES
The Architect shall render professional architectural services as described below:
• Update 2014 RFP text to include current projects and adopted City plans
• Contact planning firms to gauge interest in this RFP
• Identify/update needed expertise
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• Identify/update a logical sequence of services
• Provide a rough project schedule for work. The schedule must also project time periods
beyond the RFP to inform the sequence of smaller City projects currently underway
• Reformat existing RFP to City Standard RFP
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EXHIBIT B
ARCHITECT'S PROPOSAL
November 20.2015
mwa architects
Scope of Services
Ms.Kim McMillian,P.E.
Asst.City Engineer
City of Tigard I Public Works Department
8777 SW Burnham St.
Tigard,OR,97223
Scope of Services
The following presents MWA Architects`(Design Consultant)task descriptions and a list of
associated deliverables for providing services for the"City of Tigard RFP entitled: Facility
Planning and Visioning Study(suggested tide?)project intended for distribution in December
2015.Proposed individual tasks are listed below.
Project Description
MWA will update the RFP narrative written last year In a City of rgard RFP format.The Intent
is to allow the City of Tigard to solicit proposals from planning consultants to address a
number of City goals related to City-owned properties.The RFP will be organized to enable
the City to fairly review and score submitted proposals.The scope of work will include
consideration of all City owned facilities with respect to their location,size,
adjacendes/shared uses,central campus vs.satellite locations and land values all within a 20
year planning horizon.We assume proposing consultant teams may include planners,
architects,engineers and economic analysts to provide the necessary expertise.When the
scope of services is complete,the expectation is that the City will have a detailed and
actionable plan to gain Council approval.
Assumptions
We also assume two(2)meetings with the City representative(s)for revision and finalization
of the RFP document.We have assumed these meetings will follow our draft submission,
submitted before Thanksgiving.
Since our initial efforts assisting with this RFP in 2014,there are additional considerations to
be added to this study.The City has experienced an increase of planned developments and
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rnwa architects
wishes to include consideration for potential facilities to serve them e.g.satellite fire or
police facilities.The City is considering a new Recreation Center and Performing Art Center.
The City adopted a 20-year(2014-2034)Strategic Plan which will be referenced within this
RFP.
The City has commissioned several other planning studies by several other planning firms. It
is important to identify the most applicable studies in this effort as relevant reference
materials for proposers.Potentially these can be made available via a link on the City's Bids
and Proposals web page.
MWA will contact several planning firms to gauge interest in this RFP effort and will provide a
list of names for City distribution.
Services Summary
Update text with this RFP to include current projects and adopted City plans
Identify/update needed expertise,based on the expectations of this study_
Identify/update a logical sequence of services within this RFP
Provide a rough project schedule for work within this RFP.The schedule must also project
time periods beyond the RFP to inform the sequence of smaller City projects currently
underway.
Reformatting to City Standard RFP
Draft Scope of Work
Final Scope of Work
Two(2)Meetings-2 Hours to finalize RFP text
Proposed Fee
Verify Existing Documentation and Draft Framework
Draft $2,800
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mina architects
Final: 51,500
Expenses-Allow: 5100
Total Proposed_ $4,400
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SCHEDULE OF RATES
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