Geodesign, Inc ~ C160037 City of Tigard
CONTRACT CHANGE ORDER/ 13125 SW Hall Blvd.
AMENDMENT SUMMARY Tigard,Oregon 97223
Phone- (503) 639-4171
FIELD CHANGE ORDER FORM Fax- (503) 684-7297
www. - r. v
Project Title: Geotech Services for Main St./Fanno Project Manager: Sean Farrelly
Property
Contractor: GeoDesign Original Contract#: C160037
Effective Dates: 2/23/16 - 6/30/16 Change Order/Amendment Amount: $1,700
Accounting String: 940-8000-56005 Amendment Percentage Running Total: 18.8%
AMENDMENT DETAILS
Cone penetrometer CP test at the site to refine liquefaction and laterals read issues budgeted at$1,700
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
Test will add to data gathered.
BUDGET IMPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER APPROVING CITY STAFF
Signature -SigdAAde
/6
Date Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules, regulations, and laws that may be in effect for
the work. The unit pricing in the original contract shall apply to Signature
all additional work. A copy of this form, once completed, is to
be forwarded to the Purchasing Office to ensure all changes to
the encumbrances are met. Remember—the cumulative total
of Amendments cannot exceed theproject's FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
GEOTECHNICAL SERVICES FOR MAIN STREET/FANNO CREEK PROPERTY
C160037
AMENDMENT #1
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City, and GeoDesign, Inc. hereinafter referred to as Contractor, entered into on the 23rd day of
February, 2016,is hereby amended as follows:
Engineer's Fee
The Basic Fee shall not exceed the amount of Ten thousand
seven hundred and 00/100 Dollars ($10,700.00 without prior written authorization
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIG GEO DESI
Signature U SignAure
Printed Name Printed Name
3- 21- 16 3- 16
Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORM MUS T ACCOMPANY EVERY CONTRACT) C
Contract Title: Geotechnical Servicesfor Main St./Fanno Creek Property Number .
Contractor. GeoDesign, Inc. Contract To tat $9,000
Contract Overview. Explore subsurface conditions at the site to provide the basis for geotechnical
recommendations for site development anal foundation.design.
Initial Risk Level: ❑ Extreme [I High Q Moderate ❑ Low
Risk Reduction Steps.
Risk Comments:
Risk Signature:
Contract Manager; Sean Farrelly Ext: 2420 Department: Com. Dev.
Tjpe. [] Purchase_agreement ® Personal Sen-ice ❑ General ,et-vice, ❑ Public Improvement
ElIG?� F1 Other: Start Dat End Date:
r)uotes/Bids/Proposal: FIRM MOirNT/SrnRE
GeoDesign 1
GeoPacific 2
GRI 3
.!account String: Fund-Division-Account Work Order-Activity Tyke Amount
FY 1(i '.940-8000-56005 97013-940-130 $9,000
FY
FY
FY
FY
Auvrovals - LCRB Date:
Department C:omrrients:
Department Signature: t
Purchasing Comments:
Platchasing Signature:
City Manager Comments:
City Managct Signature.-
After
ignature:After securing all required approvals,forward original copy to the Contracting and Purchasing Office along Uitb a
completed Contract Cbecklist.
Contract Number d
CITY OF TIGARD,OREGON
ENGINEERING SERVICES AGREEMENT
GEOTECHNICAL SERVICES FOR MAIN STREET/FANNO CREEK PROPERTY
THIS AGREEMENT, made and entered into this 23d day of February, 2016, by and between the
City of Tigard, a municipal corporation, hereinafter referred to as the "City," and GeoDesign, Inc.,
whose authorized representative is Viola Lai, and having a principal being a registered engineer of
the State of Oregon,hereinafter referred to as the "Engineer."
RECITALS
WHEREAS, the City's FY 2015-2016 fiscal year budget provides for consultant services for the
Redevelopment Studies project;and
WHEREAS,the accomplishment of the work and services described in this Agreement is necessary
and essential to the public works improvement program of the City; and
WHEREAS,the City desires to engage the Engineer to render professional engineering services for
the project described in this Agreement, and the Engineer 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. Engineer's Scope of Services
The Engineer shall perform professional engineering 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, upon 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. Engineer's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit A of this Agreement, and
for services required in the fulfillment of Paragraph 1, the Engineer 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
Nine thousand and NO/100 Dollars ($9,000.00)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 Engineer 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 Engineer's compensation will
not be adjusted unless the Scope of Services to be provided by the Engineer 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 Engineer periodically, but not more frequently than monthly.
Payment by the City shall release the City from any further obligation for payment to the
engineer 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 Engineer 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 Engineer 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 Engineer shall be subject to audit by the City. The Engineer 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 Engineer 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) Engineer shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
2) Engineer 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) Engineer 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 Engineer
or all sums which Engineer agrees to pay for such services and all moneys and sums
which Engineer 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) Engineer shall make payments promptly, as due, to all persons supplying services or
materials for work covered under this contract. Engineer shall not permit any lien or
claim to be filed or prosecuted against the City on any account of any service or
materials furnished.
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6) If Engineer fails,neglects or refuses to make prompt payment of any claim for labor,
materials, or services furnished to Engineer, 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 Engineer. The payment
of the claim in this manner shall not relieve Engineer 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 Engineer; however, the
City shall be furnished, 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 "DNF" format, of the original drawings of the work. The City shall have
unlimited authority to use the materials received from the Engineer in any way the City
deems necessary.
B. The City shall make copies, for the use of and without cost to the Engineer, of all of its
maps, records, laboratory tests, or other data pertinent to the work to be performed by
the Engineer 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 Engineer 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 Engineer 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, Engineer 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. Engineer is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Engineer's work product is satisfactory and consistent with this agreement,but Engineer
is not subject to the direction and control of the City. Engineer 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. Engineer is an independent contractor and not an employee of City. Engineer
acknowledges Engineer's status as an independent contractor and acknowledges that
Engineer is not an employee of the City for purposes of workers compensation law,
public employee benefits law, or any other law. All persons retained by Engineer to
provide services under this contract are employees of Engineer and not of City.
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Engineer 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 Engineer 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 Engineer under the
terms of the agreement, to the full extent of any benefits or other remuneration
Engineer 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 Engineer or to a third party) as a
result of said finding.
C. The undersigned Engineer 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 Engineer, 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, Engineer 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. Engineer 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. Engineer 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. Engineer 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 Engineer as a
material inducement to enter into this Agreement. Engineer 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 engineering profession
under similar conditions and circumstances as well as the requirements of applicable
federal, state and local laws, it being understood that acceptance of an Engineer's work
by the City shall not operate as a waiver or release. Acceptance of documents by City
does not relieve Engineer of any responsibility for design deficiencies, errors or
omissions.
B. Claims for other than Professional Liability. Engineer 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
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investigation and defense thereof, of whatsoever nature, including intentional acts
resulting from or arising out of the activities of Engineer 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. Engineer 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
Engineer or its subcontractors, sub-consultants, agents or employees in performance of
professional services under this agreement. Any work by Engineer 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
Engineer, 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 Engineer
unrelated to the quality of professional services provided by Engineer in performance of
this contract.
8. Insurance
Engineer 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 Engineer'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 Engineer and its subcontractors shall
provide at least the following limits and coverages:
A. Commercial General Liability Insurance
Engineer shall obtain, at Engineer'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 T•unit
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
Engineer shall obtain, at Engineer'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 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
Engineer shall also obtain, at Engineer'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 personaUTowned 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 Engineer, 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. Engineers 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 ReportingCom
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 Engineer's insurer will provide
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such if less than 24 months. Engineer 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 Ratit>g
Coverage provided by the Engineer 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 carder(s)with an unacceptable financial rating.
H. Self-Insurance
The City understands that some Contractors may self-insure for business risks and the Cite
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.
L Certificates of Insurance
As evidence of the insurance coverage required by the contract,the Engineer 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 FfinjM Coverage Clarification
The parties agree that Engineer'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 insurance with 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 Engineer's liability
hereunder. Notwithstanding said insurance,Engineer 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 Engineer. If City terminates the contract pursuant to this
paragraph,it shall pay Engineer for services rendered to the date of termination.
10. Termination With Cause
A. City may terminate this Agreement effective upon delivery of written notice to Engineer,
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 Engineer, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Engineer becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Engineer, if a receiver or trustee is appointed for Engineer, or if
there is an assignment for the benefit of creditors of Engineer.
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 Engineer, may
terminate the whole or any part of this Agreement:
1) If Engineer fails to provide services called for by this agreement within the time
specified herein or any extension thereof, or
2) If Engineer 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 with
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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 Engineer fails to eliminate a conflict as described in Section 14 of this agreement.
The rights and remedies of City provided in the above clause related to defaults (including
breach of contract)by Engineer 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), Engineer 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
Engineer 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 Engineer. 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 Engineer 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 OF TIGARD GEODESIGN,INC
Attn: Sean Farrelly Attn:Viola Lai
Address: 13125 SW Hall Blvd. Address: 15575 SW Sequoia Parkway—
Tigard, Oregon 97223 Suite 100
Tigard, OR 97224
Phone: (503) 718-2420 Phone: (503)726-3135
Email: scanntiQard-or.gov Email:31alC&—geodesigninc.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 whom 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
writing and signed by both parties.
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14. Professional Services
The City requires that services provided pursuant to this agreement shall be provided to the
City by an Engineer, which does not represent clients on matters contrary to City interests.
Further, Engineer shall not engage services of an engineer and/or other professional who
individually, or through members of his/her same firm, represents clients on matters contrary
to City interests.
Should the Engineer represent clients on matters contrary to City interests or engage the
services of an engineer and/or other professional who individually, or through members of
his/her same firm, represents clients on matters contrary to City interests, Engineer shall
consult with the appropriate City representative regarding the conflict.
After such consultation, the Engineer shall have seven () 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 Engineer 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 allreasonable 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
Engineer agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, rules, and regulations. Engineer 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.
17. Errors
Engineer 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
Engineer 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
Engineer thereafter shall be entitled to no compensation whatsoever for the performance of
such work.
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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
Engineer 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 Engineer as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
23. Audit
Engineer 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. Engineer 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
Engineer represents and warrants to the City that:
A. Engineer 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
Engineer, enforceable in accordance with its terms.
C. Engineer (to the best of Engineer'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:
1) All tax laws of this state, including but not limited to ORS 305.620 and ORS
chapters 316,317, and 318;
ESA Template—Revised 10/7/2015
2) Any tax provisions imposed by a political subdivision of this state that applied to
Engineer, to Engineer's property, operations, receipts, or income, or to Engineer's
performance of or compensation for any work performed by Engineer;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Engineer, or to goods, services, or property,whether tangible or intangible,provided
by Engineer;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
Engineer's services rendered in the performance of Engineer'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. Engineer 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 Engineer's warranty, in subsection 25.0 of this
Agreement, that the Engineer 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 Engineer,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 Engineer'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 Engineer.
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.
121
ESA Template—Revised 10/7/2015
27. Complete 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. Engineer, 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 Engineer has executed this Agreement on the date hereinabove first written.
CITY OF TIGARD GEODES
By: Sean Farrelly,Redev lci ment Project Mgr. By Auth rued - ntractor Representative
1� 2'�f Y-a 12 -Z/1
Date Date
13 �
ESA Template—Revised 10/7/2015
EXHIBIT A
SCOPE OF SERVICES
The Engineer shall render professional engineering services as described below:
Explore subsurface conditions at the site to provide the basis for geotechnical recommendations for
site development and foundation design.The specific scope of services is summarized as follows:
• Review readily available published geologic data and in-house files for existing
information on subsurface conditions in the site vicinity.
• Drill two borings to depths of approximately 20 to 30 feet BGS,or to refusal if encountered
shallower. The borings will be drilled using solid-stem auger drilling techniques and a small
trailer-mounted drill rig. Site access will be arranged by the city.
• Place all investigation-derived waste (soil cuttings and groundwater) into labeled drums on
site pending characterization and disposal.
• Collect a soil sample from the drums for environmental characterization. Submit the sample
to an outside laboratory for testing volatile organic compounds. If additional follow-up
chemical analytical testing is requested or necessary for waste disposal,additional budget
will be requested.
• After the soil sample is characterized, arrange for a subcontractor to pick up and dispose of
the staged drums.
• Classify the materials encountered in the borings,and maintain a detailed log of each boring.
• Complete laboratory analyses on disturbed and undisturbed soil samples obtained from the
boring explorations as follows:
o Twelve moisture content determinations in general accordance with ASTM D 2216
o Three particle-size analyses in general accordance with ASTM C 117 or
o ASTM D 1140
o Two Atterberg limits tests in general accordance with ASTM D 4318
• Provide recommendations for site preparation and grading,including demolition,
temporary and permanent slopes, fill placement criteria, suitability of on-site soil for fill,
subgrade preparation,and recommendations for wet weather construction.
• Provide foundation support recommendations for the proposed structures.
Recommendations will include preferred foundation type, allowable bearing capacity, and
lateral resistance parameters.
• Provide recommendations for use in design of conventional retaining walls,including
backfill and drainage requirements and lateral earth pressures.
• Evaluate groundwater conditions at the site and provide general recommendations for
dewatering during construction and subsurface drainage,if required.
• Provide recommendations for asphalt pavement,including asphalt concrete and aggregate
base thickness.
• Provide recommendations for seismic design factors in accordance with the procedures
outlined in the 2012 International Building Code and 2014 State of Oregon Structural
Specialty Code.
• Prepare a geotechnical engineering report that presents findings,conclusions, and
recommendations.
14 .,
ESA Template—Revised 10/7/2015
GeoDesign
Field Work$1,600
Laboratory Testing$900
Analysis and Report Preparation$2,500
Project Management$500
Subtotal$5,500
Subcontractors
Utility Locate Services $150
Drilling Services $2,000
Analytical Laboratory and Contaminated Waste Disposal $1,000
Subtotal$3,150
Total: $8,650
ESA Template—Revised 10/7/2015
EXHIBIT B
ENGINEER'S PROPOSAL
16
ESA Template—Revised 10/7/2015
; a
C I _
January 22, 2016 `
:,ems
City of Tigard
Engineering Department
13125 SW Hall Boulevard
Tigard, OR 97223
Attention: Mr. Sean Farrelly
Revised Proposal
Geotechnical Engineering Services
Proposed Mixed Use Building and Public Space Re-Development
12533 - 12537 SW Main Street
Tigard, Oregon
GeoDesign Project: Tigard-26-01
INTRODUCTION
GeoDesign, Inc. is pleased to present this revised proposal to complete geotechnical engineering
services for the proposed mixed-use building and public space re-development located at 12533
- 12537 SW Main Street in Tigard, Oregon. Based on a review of Appendix F of a draft AMEC
Foster&Wheeler environmental report that the City of Tigard provided to us, we understand that
the subsurface soil and groundwater may have been impacted with volatile organic compounds.
We have revised this proposal to include the additional effort associated with characterization
and disposal of the soil and groundwater that will be generated from our explorations on site.
The site is located on the east side of Fanno Creek between SW Main Street and SW Pacific
Highway. The site is currently occupied by several buildings, a covered storage area, and a
gravel-covered parking lot. The westernmost building partially overhangs Fanno Creek. Based
on information provided by the City of Tigard, including a preliminary site plan, we understand
that the current plan is to demolish the existing buildings and construct a new three-to six-story
building. The new building will not have a basement. A new public plaza deck will replace the
westernmost building that overhangs Fanno Creek. Development includes a new asphalt
concrete-paved parking area in the location of the existing gravel covered lot.
Structural loads were not available at the time of this proposal. However, based on our
experience with similar structures, we anticipate that maximum column,wall, and floor loads will
be on the order of 200 kips, 3 to 4 kips per foot, and 150 pounds per square foot, respectively.
We anticipate cuts and fills will be no more than a few feet each.
15575 SW Sequoia Pkwy,Suite 100 1 Peraand,OR 97224 1 503.968.8787 www.geodesigninc.com
BACKGROUND AND APPROACH
We have completed geotechnical reports for several other developments in the near vicinity,
including the recent SW Main Street Highway 99W to Railroad Corridor green street improvement
project, and more dated projects, including the Tigard Chamber of Commerce and the A-Boy
Hardware store expansion. Additionally,we completed the geotechnical report and are currently
providing geotechnical construction observation services for the Tigard Development project
located southwest of the intersection of SW Ash Avenue and SW Burnham Street.
Based on our experience in the area, soil conditions are anticipated to consist of variable fill
underlain by alluvial silt and sand to the depths explored. Groundwater is anticipated to be
approximately 5 to 10 feet below ground surface (BGS) and should fluctuate with the water levels
in the adjacent Fanno Creek.
We propose to drill two borings in the gravel-covered areas to the east and north of the existing
buildings. The borings will be drilled with a trailer-mounted drill rig to minimize disturbance to
the area since site access is anticipated to be relatively limited. As indicated above, chemical
profiling of the soil cuttings will be required to dispose of the waste in a manner that is in
compliance with state and federal standards.
PURPOSE AND SCOPE OF SERVICES
The purpose of our services is to explore subsurface conditions at the site to provide the basis
for geotechnical recommendations for site development and foundation design. The specific
scope of our services is,summarized as follows:
• Review readily available published geologic data and our in-house files for existing
information on subsurface conditions in the site vicinity.
• Drill two borings to depths of approximately 20 to 30 feet BGS, or to refusal if encountered
shallower. The borings will be drilled using solid-stem auger drilling techniques and a small
trailer-mounted drill rig. We have assumed that site access will be arranged by others.
• Place all investigation-derived waste(soil cuttings and groundwater) into labeled drums on
site pending characterization and disposal.
• Collect a soil sample from the drums for environmental characterization. Submit the sample
to an outside laboratory for testing volatile organic compounds. If additional follow-up
chemical analytical testing is requested or necessary for waste disposal, additional budget
will be requested.
• After the soil sample is characterized, arrange for a subcontractor to pick up and dispose of
the staged drums.
• Classify the materials encountered in the borings, and maintain a detailed log of each boring.
• Complete laboratory analyses on disturbed and undisturbed soil samples obtained from the
boring explorations as follows:
MDEsI G N= 2 Tigard-26-01:012216
■ Twelve moisture content determinations in general accordance with ASTM D 2216
• Three particle-size analyses in general accordance with ASTM C 117 or
ASTM D 1140
;rovide
Two Atterberg limits tests in general accordance with ASTMD 4318
• recommendations for site preparation and grading, including demolition,temporary
and permanent slopes,fill placement criteria, suitability of on-site soil for fill, subgrade
preparation, and recommendations for wet weather construction.
• Provide foundation support recommendations for the proposed structures. Our
recommendations will include preferred foundation type, allowable bearing capacity, and
lateral resistance parameters.
• Provide recommendations for use in design of conventional retaining walls, including backfill
and drainage requirements and lateral earth pressures.
• Evaluate groundwater conditions at the site and provide general recommendations for
dewatering during construction and subsurface drainage, if required.
• Provide recommendations for asphalt pavement, including asphalt concrete and aggregate
base thickness.
• Provide recommendations for seismic design factors in accordance with the procedures
outlined in the 2012 International Building Code and 2014 State of Oregon Structural
Specialty Code.
• Prepare a geotechnical engineering report that presents our findings, conclusions, and
recommendations.
SCHEDULE
We are prepared to schedule subcontractors to perform subsurface explorations upon receiving
authorization to proceed. Drilling subcontractors are typically booked for three weeks. We
anticipate that the field work will require approximately one day to complete. We can provide
verbal summaries of our findings as the information becomes available. A report will be
submitted within approximately two to three weeks following the completion of the field work.
FEE ESTIMATE
We propose that our services be provided in accordance with the Schedule of Charges and
General Conditions that are attached to and part of this proposal. For the scope of services
described,we will complete our services for a not-to-exceed fee itemized below.
Work Item Fee
Subcontractors
Utility Locate Services $150
Drilling Services 2,000
Analytical Laboratory and Contaminated Waste Disposal 1.000
Subtotal $3,150
®DESIGM= 3 Tigard-26-01:012216
GeoDesign
Field Work $1,600
Laboratory Testing 900
Analysis and Report Preparation 2,500
Project Management 500
Subtotal $5,500
Total $8,650
Our estimated fee is based on the assumption that access permissions to the site will be
arranged by others and that it is acceptable to leave the drums on site for two to three days after
drilling until the chemical analytical test is completed and a waste disposal company can be
mobilized to the site to pick up the drums.
Additional requested services will be provided on a time-and-expense basis in accordance with
the attached Schedule of Charges. We will not proceed with an increased scope of services
without your prior authorization.
MDESIGN? 4 Tlgard-26-01:012216
We appreciate the opportunity to serve you on this project. To formally authorize our services,
return one signed copy of this proposal.
Sincerely,
GeoDesign, Inc.
Viola C. Lai, P.E., G.E.
Project Engineer
/rett *pDpto , , G.E.
Principal Engineer
VCL:BAS:rc
Attachments
One copy submitted(via email only)
Document ID: Tigard-26-01-012216-geop-rev.docx
v 2016 GeoDesign,Inc. All rights reserved.
The scope of services and terms described herein are accepted, and GeoDesign, Inc. is
authorized to proceed.
by
Organization Signature*
Date Name Printed
Title
Individual with contracting authority and responsible for payment of GeoDesign,Inc.'s fees.
MDEsIGN= 5 Tigard-26-01:012216
GEOTECHNICAL AND GEOLOGICAL SCHEDULE OF CHARGES
COMPENSATION
Our compensation will be determined on the basis of time and expenses in accordance with the following schedule unless
a fixed fee amount is so indicated in the proposal or services agreement. Contracted professional and technical services
will be charged at the applicable hourly rates as listed below. Staff time spent in depositions,trial preparation,and coup:or
hearing testimony will be billed at 1.5 to 2 times the below rates. Time spent in either local or inter-city travel,when travel
is in the interest of this contract,will be charged in accordance with the foregoing schedule;when traveling by public
carrier,a maximum charge of eight hours per day will be made. Current rates are as follows:
Personnel Hourly Rate Personnel Hourly Rate
Support Staff $ 70 Los Angeles Deputy Grading Inspector $ 97
Project Assistant $ 82 Technical Specialist 1 $131
Senior Project Assistant $ 88 Technical Specialist II S145
Technician 1 $ 75 Senior Technical Specialist S158
Technician 11 $ 86 Project Manager I 5140
Senior Technician $ 92 Project Manager II S149
CAD S 92 Senior Project Manager S159
Staff I $ 96 Associate $174
Staff 11 $110 Senior Associate 5185
Staff 111 $121 Principal $203
Equipment Rate
Air compressor,generator(per day) S 53
Cement amending field tool $ 21
Cement scale and pan(per day) $ 26
Core drill(per day) S 210
Cross-hole sonic logger(CSL)(per day) S 473
Digital camera(per day) $ 11
Drilled shaft inspection camera(DSIC)(per day,maximum$1,785 per week) $ 945
Field California bearing ratio(CBR)equipment(per day) $ 231
Falling weight deflectometer(FWD)(per day) $1,780
Falling weight deflectometer(FWD)with GPR(per day) $3,040
Global positioning system(GPS)-differential(per day) S 100
Global positioning system(GPS)-hand-held(per day) $ 30
Ground penetrating radar(GPR)-hand-pushed(per day) $ 525
Ground penetrating radar(GPR)-truck-mounted(per day) $1,260
Hand auger(per day) $ 37
Hydroacoustic Monitoring Equipment(per day) $ 263
Nuclear density gauge equipment(per hour) $ 11
Pile driving analyzer(PDA)(per day) $ 525
Pile integrity tester(per day) $ 210
Resistivity meter(per day) $ 105
Slope inclinometer equipment(per casing) $ 79
Soil samples in brass or stainless sleeves(per sample) S 11
Soil samples in rings(per sample) $ 11
Specialty software(MODFLOW,PLAXIS,Slope/W,etc.,per hour) S11 -53
Total Station-Survey Equipment(per hour,maximum$400 per day) $ 53
Vehicle(company)usage(full day,plus$0.63 per mile charge) $ 21
Vehicle(personal)usage(per mile) $ 0.63
Vibrating wire piezometer $ 525
Vibration monitoring equipment(per day,maximum$265 per week) S 55
Reproduction Black/White Color
8%x 11 (per finished page) $0.13 $ 1.21
11 x 17(per finished page) 50.32 $ 1.58
C-or D-size plots(black/white and color-per finished plot) 526.25
D•size scan $12.60
OTHER SERVICES,SUPPLIES,AND SPECIAL TAXES
Outside services(equipment,supplies,and facilities not furnished in accordance with the above schedule,and any unusual
Items of expense not customarily incurred In our normal operations)are charged at cost plus 12 percent. This includes
shipping charges,subsistence,transportation,printing and reproduction,miscellaneous supplies and rentals,surveying
services,drilling equipment,construction equipment,watercraft,aircraft,and special insurance that may be required.
Specialized equipment will be quoted on a per job basis. In-house disposable field supplies(routinely used field supplies
stocked in-house by GeoDesign)at current rates. List available upon request. Taxes required by local jurisdictions for
projects in specific geographic areas will be charged to projects at direct cost. All rates are subject to change upon
notification.
®DESIGN= 01/01/15,rev 05/18/15
GEOTECHNICAL LABORATORY SCHEDULE OF CHARGES
TYPE OF TEST UNIT PRICE
Atterberg Limits(ASTM D 4318-05) $ 170
CBR with 3-Point Proctor(ASTM D 1883-07) $ 650
Compaction(ASTM D 1557-07/ASTM D 698-07; Methods A,B,and C)
1 point S 100
4 points $ 240
Consolidation(ASTM D 2435-04;with 2 timed rebounds) $ 440
Direct Shear(ASTM D 3080-04)
1 point $ 243
3 points $ 463
Moisture Content-Oven Method(ASTM D 2216-05) S 26
Moisture/Density(ASTM D 7263)
Rings $ 39
Shelby tubes $ 39
Organic Content(ASTM D 2974) $ 88
Particle-Size Analysis
Sieve(ASTM C 117-04/ASTM C 136-06)(includes-200 Wash,Dry Sieve) $ 132
Percent passing No.200(ASTM C 117-04/ASTM D 1140.00) S 83
Combined sieve and hydrometer(ASTM D 422-63) $ 221
Oversize sieve analysis(ASTM C 117-04/ASTM C 136-06) S 221
Permeability
Falling head in rigid wall permeameter(Army Corps Eng.EM 1110-2-1906,VII-13) S 386
In triaxial cell with back pressure saturation(ASTM D 5084-03) S 441
Flex wall with triaxial compression(ASTM D 5084/ASTM D 4767) $ 597
pH of Soil(ASTM G 51) S 88
Resilient Modulus(AASHTO T 307-99)
In situ sample S 630
Remolded sample(includes compaction and sample preparation) $ 945
Rice Density(ASTM D 2041) S 132
Soil Resistivity(ASTM G 57) S 204
Specific Gravity
Parafilm-coated core(ASTM D 1188) $ 49
Rice(AASHTO T 209) $ 100
Gravity core specific gravity(ASTM D 2726) S 17
Gravel specific gravity(ASTM C 127) $ 79
Sand specific gravity(ASTM C 128) $ 105
Soil(ASTM D 854) $ 110
Swell(ASTM D 4546)
Method A $ 348
Method B $ 243
Method C S 607
Triaxial Compression
Unconsolidated,undrained(back pressure saturation)(ASTM D 2850-03) $ 336
Consolidated,undrained, 1 point(ASTM D 4767-06) $ 441
Consolidated,undrained,strength envelope(ASTM D 4767-06) $1,323
Load-controlled cyclic(ASTM D 5311) $1,323
Unconfined Compression
Unconfined compression of undisturbed soil samples(ASTM D 2166-06) $ 127
Unconfined compression of cement-treated soils(ASTM D 1633-00) $ 86
Sample preparation(per hour) $ 68
Other tests charged at hourly rates. GeoDesign.Inc. reserves the right to subcontract any laboratory testing listed in our
scope of work and to apply charges for subcontracted testing at the rates listed above.
®DESIGNS 01/01/15
GENERAL CONDITIQNS
GeoDesign,Inc.strives to meet the needs of each client and to develop and maintain long-term relationships based on open communication,
mutual trust,and respect We believe that the achievement of an appropriate level of partnering and risk sharing on each assignment is necessary
toward that end. Ultimately,this provides a significant level of protection for each client. The following General Conditions have been developed
with this In mind.
INTEGRATION
The Agreement letter together with the General Conditions comprise the entire Agreement between the parties. This Agreement may not be
changed without the prior written consent of all parties to the Agreement. There are no terms or conditions that are not expressed in this
Agreement.
STANDARD OF CARE
GeoDesign,Inc.will perform its professional services In accordance with that degree of care and skill ordinarily exercised by similarly qualified
geoscience professionals currently practicing in this area undei similar conditions. No warranties or representations are expressed or implied.
THIRD PARTY INDEMNIFICATION
To the fullest extent permitted by law,Client agrees to defend,indemnify,and hold harmless GeoDesign,Inc from any third party claims for injury
or losses allegedly arising out of or related to GeoDesign,Int.'s services under this Agreement,to the extent such claims arise out of the gross
negligence or willful misconduct of Client or its employees.
CLIENT FURNISHED INFORMATION AND OBLIGATIONS
The Client is responsible to provide to GeoDesign,Inc.a description of the property,its location,the locations of any underground utilities,
facilities,or structures on or adjacent to the property that could impact our work,as well as the nature and location of any known or suspected
hazardous materials that may exist on the property. The Client agrees to defend and hold GeoDesign,Inc.,its owners,employees,subcontractors,
and agents harmless from any damage to subterranean structures known by Client to exist that are not specifically identified to GeoDesign,Inc.
Client agrees that any hazardous materials,including asbestos,present at the work site prior to and during the performance of this Agreement
were not generated,transported,stoned,or disposed by GeoDesign,Inc.
SiTE ACCESS/RIGHT-OF-ENTRY
The Client must advise GeoDesign,Inc.,prior to commencement of our services,of any special requirements for site entry,work permits,security
clearances,licenses,or any other required permissions. If the property is not owned by the Client,the Client shall obtain written permission for
right-of-entry for the purpose of accomplishing our services.
SURFACE AND SUBSURFACE DISTURBANCE
GeoDesign,Inc will take reasonable precautions to minimize surface and subsurface disturbance. In the normal course of exploratory work some
surface disturbance may occur,the restoration of which is not part of this Agreement,unless specifically provided in the scope of services and
budget.
UNANTICIPATED CONDITIONS OR HAZARDOUS MATERIALS
Subsurface conditions may vary from those encountered at the locations where surveys or explorations are made by GeoDesign,inc. Because the
data,interpretations,and recommendations of GeoDesign,Inc are based solely on the information available to GeoDesign,Inc.,limitations on
available data will result in some level of uncertainty and,therefore,risk,with respect to the interpretation of environmental,geological,and
geotechnical conditions,despite the use of due professional care. The discovery of unanticipated conditions or hazardous materials constitutes a
changed condition mandating an appropriate re-negotiation of the scope of services and budget or termination of services. The discovery of
unanticipated hazardous materials also may make it necessary for GeoDesign,Inc.to take immediate measures to address health and safety.
GeoDesign,Inc.shall notify Client as soon as practically possible should hazardous materials be encountered. Client agrees to compensate
GeoDesign,Inc.for the additional cost of services necessary to protect the health and safety of the public and GeoDesign,Inc.'s employees.
NVDEMNiFICA71ON
Client and GeoDesign,Inc.each agree to indemnify and hold the other harmless,and their respective officers,employees,agents,and
representatives from and against liability for all claims,losses,damages,and expenses,including reasonable attorneys'fees,to the extent such
claims,losses,damages,or expenses are caused by the Indemnifying party's negligent acts,errors,or omissions. In the event claims,losses,
damages,or expenses are caused by the joint or concurrent negligence of Client and GeoDesign,Inc.,they shall be bome by each parry in
proportion to its negligence.
The Client agrees that GeoDesign,Inc will have no liability for any claim regarding bodily injury or property damage alleged to arise from or be
caused by the presence of or exposure to any Biological Pollutants in or around any structure. Client further agrees to indemnify and hold
GeoDesign,Inc.harmless from third party claims for damages arising from the presence of or exposure to any Biological Pollutants,except for
damages arising from or caused by GeoDesign,int.'s sole negligence. The term"Biological Pollutants"includes,but is not limited to,molds,fungi,
spores,barteria,and viruses,and the byproducts of any such biological organisms.
REPORTING OF HAZARDOUS SUBSTANCE RELEASES
The Client is responsible for reporting releases of hazardous substances when such reports are required by government agencies. The Client
agrees to defend and hold GeoDesign,Inc.harmless for government or other third party action taken from Client's failure to comply with hazardous
substance release reporting requirements.
JOB SITE CONDUCT AND SAFETY
GeoDesign,Inc.will be responsible for its professional activities on the job site. This will not relieve the Client,Owner,or construction contractors
of their obligation to maintain a safe job site. Neither GeoDesign,Inc.'s professional activities nor the presence of its employees or subcontractors
shall be construed to imply responsibility for job site safety.
CONSTRUCTXWV AND REMEDIA77ON MONITORING
The Client understands that the recommendations for construction or remediation presented in GeoDesign,Inc.'s reports are based on
interpretations of variable subsurface conditions. In order to validate its assumptions,GeoDesign,Inc,needs to be present during construction or
remediation. Therefore,this Agreement should include pre-construction plan review and construction observation/remediation monitoring services
by GeoDesign,Inc.if construction will be part of the project. If not allowed to provide pre-construction plan review and construction
observation/remediation monitoring services,GeoDesign,Inc.will assume no liability for the accuracy of its preliminary assumptions and
recommendations. GeoDesign,Inc.'s actions shall not be construed as altering any Agreement between the Client and others. Only the Client has
the right to reject or stop work of any of the Clients agents. GeoDesign,Inc.'s presence on site does not in anyway guarantee the completion,
®DESIGNS 080213
quality,or performance of the work of any party retained by the Client to provide field or construction/remediation-related services. GeoDesign,
Inc.will not be responsible for,and will not have control or charge of,specific means,methods,techniques,sequences,or procedures of
construction or remediation selected by any agent or agreement of the Client,or safety precautions and programs incident thereto.
SAMPLE RETENTION AND DISPOSAL
Non-hazardous samples will be discarded sixty(60)days after they are obtained unless prior arrangements are made to store or deliver the
samples. Samples containing hazardous materials that are regulated under federal,state,or local environmental laws will be returned to the Client,
at the Client's expense,unless other written arrangements have been made.
INSTRUMENTS OF SERVICE
Reports,field data.laboratory data,analyses,calculations,estimates,designs,and other documents prepared by GeoDesign.Inc.as instruments of
service shall remain the property of GeoDesign,Inc. GeoDesign,Inc.will retain pertinent records relating to the services performed for a period of
ten(10)years following submission of the report. Copies of the instruments of service will be made available to the Client on request for a
reasonable fee. Reuse of any instruments of service by the Client on extensions of this project,or on other projects,or otherwise outside the scope
of this Agreement,without GeoDesign,Inc.'s written permission will be at the Client's risk. Client agrees to defend,indemnify,and hold harmless
GeoDesign,Inc.from any claims,damages,and expenses arising out of such reuse.
BILLING AND PAYMENT
Billing for services will be submitted monthly. Payment is due on receipt of the invoice unless otherwise agreed in writing. A service charge of one
and one-half percent(I-Y.90 per month will be added to unpaid accounts due over thirty(30)days. Expenses incurred for liening or collecting
delinquent amounts,including,but not limited to,attorneys'fees,legal costs,and charges for GeoDesign,Inc.'s staff time shall be paid in addition
to the delinquent amount.
TERMINATION OF SERVICES
This Agreement may be terminated by either party upon at least seven(n days written notice in the event of substantial failure by the other party to
perform in accordance with the terms and conditions through no fault of the terminating party. Such termination shall not be effective if the failure
has been remedied before expiration of the period specified in the written notice. In the event that the Client requests early termination of our
services,GeoDesign,Inc.reserves the right to complete such analyses and records as are necessary to place its files In order and to complete a
report on the services performed to date. Charges for these termination activities shall be in addition to all charges incurred up to the date of
termination.
INSURANCE
GeoDesign,Inc.maintains Worker's Compensation and Employers Liability Insurance as required by state laws. GeoDesign,Inc.also maintains
comprehensive general,auto,professional,and environmental Impairment liability insurance,certificates of which are available on request.
LIMFrATION OF REMEDIES
General:The parties agree that GeoDesign,Inc.'s limit of liability applies to all of its work on this project that is the subject of this Agreement. All
prior and subsequent phases of work completed by GeoDesign,Inc.for this project will be executed under the terms of these General Conditions,
and the aggregate liability for all phases of this project,including any indemnity obligation,will be the limits Identified below.
Non-Professional Uability Claims: in the performance of this Agreement and subject to the limits,terms,and conditions of property damage and
public liability coverage,GeoDesign,Inc.agrees to indemnify and hold Client harmless from GeoDesign,Ines proportional share of liability
resulting from its negligence or breach of contract compared to that of other persons or entitles which results in damage to Client. GeoDesign,Inc.
shall not be responsible for any loss,damage,or liability beyond the amounts,limits,coverage,or conditions of Its Insurance coverage on the date
the claim is made. GeoDesign,Inc.shall not be responsible for Client's negligence nor the negligence of third parties.
Professional Liability Claims: In consideration of relative opportunities for financial reward from this project for the parties to this Agreement,Client
agrees that the maximum aggregate amount of its recovery from GeoDesign,Inc.or its employees due to any and all claims of professional
negligence and breach of contract arising out of any incident on non-residential projects shall be limited to the amount of GeoDesign,Ines fee for
the services provided under this Agreement or$50,000,whichever is the greater,unless a higher limit with commensurate compensation is
specifically negotiated. Professional liability on residential projects is limited to the amount of GeoDesign,Inc.'s fee for the services provided under
this Agreement. GeoDesign,Inc.shall not be responsible for Client's negligence,breach of contract,willful misconduct or other fault,or that of its
contractors,agents,other consultants or third parties.
CONSEQUENTIAL DAMAGES
Neither Client nor GeoDesign,Inc,shall be liable for consequential damages,including loss of use or loss of profits,or indirect damages,regardless
of whether such claim is based upon alleged breach of contract,willful misconduct,strict liability,breach of warranty or negligent act,error or
omission,whether professional or nonprofessional.
DISPUTES
Any dispute,controversy,or claim arising out of or relating to this Agreement,or breach thereof,shall be referred to mediation before litigation
may be pursued,unless the parties mutually agree otherwise. The law of the State of Oregon will govem the validity and execution of this
Agreement and the disposition of any claims related to this Agreement.
TIME BAR TO LEGAL ACTION
Legal actions by either party against the other for breach of this Agreement,failure to perform in accordance with the applicable standard of care,
claims of misrepresentation,or any other tort claim shall be barred two(2)years after the date Claimant knew or should have known of any damage
or injury as a result of the services provided under this Agreement or six(6)years after termination of GeoDesign,Inc.'services,whichever is earlier.
ASSIGNS
Neither the Client nor GeoDesign,Inc.may delegate,assign,sublet,or transfer the duties,interests,or responsibilities set forth in this Agreement
to other entities without the written consent of the other parry,
SURVIVAL
These terms and conditions shall survive the completion of the services under the Agreement and the termination of the Agreement for any cause.
SEVERABILITY
Any element of this Agreement later held to violate a law or regulation shall be deemed void,and remaining provisions shall continue in force.
Client and GeoDesign,Inc.shall in good faith attempt to replace any invalid or unenforceable provision with one that is valid and enforceable,and
which comes as dose as possible to expressing the intent of the original provision.
®DESIGN
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