Otak ~ C160043 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORM MUSTACCOMPANYEVERYCONTRACT) ^ ��
Contract Title: ESA—Stream Corridor Aerial Photograuh Number: t/
Contractor: OTAK Contract Total: $5,360
Contract Overview: Engineer shall fly a photographer over the streams take geotago d photographs and
record video of the stream corridors in Tigard.
Initial Risk Level: ❑ Extreme ® High ❑Moderate ❑ Low
Risk Reduction Steps: Added aviation coverage in Section 8 Insurance
Risk Comments:
Risk Signature:
Contract Manager: Loriaha Ext: 2759 Department: PW Engineering
Type: ❑ Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ® Other: Engineering Sys. Agr. Start Date: 3/22/16 End Date: 6/30/16
Quotes/Bids/Proposal: FIRM AMO TNT/ CORE
Otak _ $5,360
Account String: Fund-Division-Account Work Order—ActivitYType Amount
FY 2015 16 510-8000-56005 94037-130 $5,360
Approvals - LCRB Date:
Department Comments: Direct appoint—engineering contract under$20,000
Department Signature:
Purchasing Comments:
Purchasing Signature.
City Manager Commen .
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract Numbq Jbooq-s _
CITY OF TIGARD,OREGON
ENGINEERING SERVICES AGREEMENT
STREAM CORRIDOR AERIAL PHOTOGRAPH
THIS AGREEMENT,made and entered into this 22nd day of March,2016,by and between the City
of Tigard, a municipal corporation,hereinafter referred to as the "City," and Otak,whose authorized
representative is Kevin Timmins, and having a principal being a registered engineer of the State of
Oregon,hereinafter referred to as the "Engineer."
RECITALS
WHEREAS, the City's 2015-2016 fiscal year budget provides for aerial photography services for the
certain stream corridors;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 Five Thousand Three
Hundred Sixty and No/100 Dollars ($5,360.00)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"DXF"
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. Engineer
acknowledges that it is not entitled to benefits of any kind to which a City employee is
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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
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
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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 20101185 or equivalent). This coverage shall include
Contractual Liability insurance for the indemnity provided under this contract. The following
insurance will be carried:
Coverage Limit
General Aggregate $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
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B. Professional Liability
Engineer shall obtain, at Engineer's expense, and beep 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 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. Aviation Coverage
Engineering or any hired aviation subcontractor shall carry,at their own expense,and keep
in effect during the term of this contract appropriate levels of Aviation Liability coverage for
all owned,hired,and non-owned aircraft. The coverage shall not be less than$1,000,000 per
seat. The City shall be named as additional insureds on the policy and,if the Engineer utilizes
a rental aerial services,both the City and Engineer shall be named as additional insureds.
E. 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.
F. 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.
G. 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 Engineer's insurer will provide 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
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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.
H. Insurance Carrier Rating
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 carrier(s)with an unacceptable financial rating.
I. 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.
J. 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.
K. 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.
L. Primary 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.
M. 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 OTAK
Attn: Lori Faha,City Engineer Attn: Kevin Timmins
Address: 13125 SW Hall Blvd. Address: 808 SW Third Avenue,Suite 300
Tigard,Oregon 97223 Portland,Oregon 97204
Phone: (503) 718-2759 Phone: (503) 415-2340
Email: for fCa tiWard-or.gov Email: kevin.tirnminsQotak.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 (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 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 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
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 (Chafes)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;
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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 an or all of the remedies available under this Agreement,at
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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.
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
12 1 r' tge
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 F TIGARD f OTAB
By: ori Faha, City Engineer By:Authorize ontractor Representative
- 2- 3
Date Date
13 1 P .,, c
EXHIBIT A
SCOPE OF SERVICES
Understanding
Photography and/or video recorded from above the stream corridors in Tigard is a fast and
inexpensive method to view a large area and capture information for sharing with other project
stakeholders that will be involved in the Tigard Stormwater Master Plan project. Engineer shall fly a
photographer over the stream corridors of Tigard,take geotagged photographs,and record video.
Scope of Work
Task 1.0—Aerial Photography
The purpose of this task is to collect oblique aerial photographs taken from a helicopter during a low
level flight.
Engineer shall:
1. Rent a helicopter for up to four hours
2. Take oblique photographs of the stream corridors shown below in blue. Photographs will be
geotagged so they can be uploaded to a geodatabase. Corridors of larger streams will be
photographed first,with more detail. Corridors of smaller streams will be checked first to see if
the stream channel is even visible.When a stream is not visible,that corridor will be photographed
more quickly to capture the riparian and adjacent land use conditions.
3. Post process the photographs and upload them to a Geodatabase.
4. A digital video recording device will be turned on at the beginning of the flight and used to capture
raw footage that may be useful later on in the project.
Deliverables:
1. Geodatabase of photo points.
2. Portable hard drive containing copy of raw video footage and the photo points geodatabase.
General Timeline
TASK DESCRIPTION General Timeline
1.0 Aerial Photography Spring 2016
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EXHIBIT B
ENGINEER'S PROPOSAL
161
Stream Corridor Aerial Photography
Fee Estimate
Ota,k, Inc.
Otak Project #17812A
Total
PIC/Sr.PM Scientist Total Budget by
Task Description Civil III Hours Task
1.0 Aerial Photography
Task Management 2 2 $368
Flight time 1 4 4 $448
Post-processing 1 12 12 $1,344
Total Hours 2 16 18
Billing Rate $184 $112
Total Labor Cost $368 $1,792 $2,160
Helicopter Rental(4 seater-2 hours) $2,000
Helicopter Rental(2 seater-2 hours) $1,000
Portable Hard Drives $200
Project Totall $5,360
C:\Users\kevint\Documents\OTAK_Projects\17000\17812-TigardStormwaterMasterPlan\17812A-FeeEstimate-16_0322.xls 3/22/2016,10:20 AM