Robert G Jossis Consulting ~ C160055 City of regard
CONTRACT CHANGE ORDER/ 13125 SNW Hall Bkd.
AMENDMENT 1 SUMMARY Tigatd,Oregon 97223
Phone- (5U3) 639-4171
' Fax- (303) 684-7297,
Project Title: ESA Standard Construction Project Manager:Lori Faha
-Specifications Development
Contractor: Robert G Jossis Consulting Original Contract#: C160055
Effective Dates: 5/9/16 Chane Order/Amendment Amount: $
Accoundn Strias :100-6250-54001 Amendment Percentage Running Total: %
AMENDMENT DETAILS
Change in contract termination date only.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL.$
Original Contract 32,000
_'amendment 1 —change in termination date only 0
TOTAL 32,000
REASONING FOR CHAI`XE ORDER/.AMENDMENT
Work is taking longer than anticipated
BUDGET IMPACT AND REQUIRED ACTIONS
None
REQUESTING PROJECT MANAGER APPROV*CITY STAFF
f
Signature Si iattlre
67 b (, .� l(o
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 all Signaturf
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 OFTIGARD,OREGON
AMENDMENT TO CONTRACT
ENGINEERING SERVICES AGREEMENT
STANDARD CONSTRUCTION SPECIFICATIONS DEVELOPMENT
AMENDMENT#1
THIS AGREEMENT,made and entered into this 9"day of May,2016,b}and bcttreen the City of Tigard,
a municipal corporation, hereinafter referred to as the "Cita" and Robert G Jossis Consulting, who is a
registered engineer of the State of Oregon,hereinafter referred to as the"Engineer."
2. Effective Date and Duration
This agreement shall become effective upon the date of execution and shall expire,unle_w otherwise
terrninated or extended, upon completion of the work or 3%, 2046 June 30, 2017,
whichever comes first. Allwork under this Agreement shall be completed prior to the expiration of
this Agreement.
IN WITNESS QCT IERGOC, 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 TIGARD Romw JL GJ SSIS CONSULTING
Signature Si!gesture T
Printed Name Printed Name
Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORMMUSTACCOMPANYEVERYCONTRA CT) JJ �
Contract Title: ESA-Standard Construction Specifications Development Number:
Contractor: Robert G jossis Consulting Contract Total: $ 000
Contract Overview: Development of Standard Construction Contract Document for the City of Tigard
based on developing a"Local Public Agencya-PA)"version of the 2015
ODOT/APWA Oregon Standard Specifications for Construction
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Lori Faha Ext: 2759 Department: PW/Engineering
Type: ❑ Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ® Other: Engineering Sys. Agr. Start Date: 5/9/16 End Date: 12 31/16
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Robert G Jossis Consulting $32,000
Account String: Fund-Division-Account Work Order-Activit:Tag Amount
FY 2015 16 100-6250-54001 $32,000
Approvals - LCRB Date:
Department Comments: Direct appoint- OBS Engineering Services up to $100.000
Department Signature: -�� ;� � ��� t
Purchasing Comments: i.. �`�� ,,�.� 49 _ tc dt;c <A
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract Numbers I Coco 6�s
CITY OF TIGARD,OREGON
ENGINEERING SERVICES AGREEMENT
STANDARD CONSTRUCTION SPECIFICATIONS DEVELOPMENT
THIS AGREEMENT,made and entered into this 9`''day of May,2016,by and between the City of Tigard,
a municipal corporation, hereinafter referred to as the "City," and Robert G Jossis Consulting, who is 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 consulting services for the development of
revised standard construction specifications and front end contract documents;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:
A
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 December 31, 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 Thirty Two Thousand Four Hundred and No/100 Dollars ($32,000.00)
without prior written authorization if all work is performed.
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.
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.
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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 not 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 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
f 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.
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E. 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.
F. 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 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
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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:
Coverage Limit
General Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $1,000,000
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,
i 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$1,000,000,or the equivalent. Annual aggregate limit shall not be less
than$1,000,000 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$1,000,000.
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$1,000,000.
I
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.
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F. Insurance Carrier Ratin:r
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.
G. 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.
H. 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.
I. 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.
J. 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
jinsurance with the insurance required in this section.
K. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability 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:
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.
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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 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.
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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.
I
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 ROBER G JOSSIs CONSULTING
Attn: Lori Faha,City Engineer Attn:Robert 1ossis,PE
Address: 13125 SW Hall Blvd. Address: 12512 Centerwood Rd SE
Tigard,Oregon 97223 Jefferson OR 97352
Phone: (503) 718-2759 Phone: (541)327-3054
Email: lorif@dgard-or.gov Email: rjossis66a,gmail.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.
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 not Engineer shall be considered in default because of any delays in completion and
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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 (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.
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.
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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;
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
C 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:
�I
1) Termination of this Agreement,in whole or in part;
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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 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 RT G JOSSIS CONSULTING
By: Marty Wine,City Manager By:Authorized Contkaacto Representative
—DOI(10 Z C)ko
Date Date
I
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EXHIBIT A
SCOPE OF SERVICES
The Engineer shall render professional engineering services as described below:
Task 1-Develop Local Public Agency (City of Tigard) General Conditions
Development of Standard Construction Contract Documents for the City Tigard will initially be based on
developing a "Local Public Agency (LPA)" version of the 2015 ODOT/APWA Oregon Standard
Specifications for Construction:Part 00100—General Conditions. ODOT developed a model LPA General
Conditions so that Local Public Agencies (City of Tigard in this case) could develop and adopt General
Conditions that were much more"agency-specific"than the ODOT General Conditions.
In addition,the LPA General Conditions developed by the City of Eugene will be reviewed by Consultant to
capture provisions that could be considered by Tigard. The City of Eugene has been a very active participant
in developing the ODOT/APWA Oregon Standard Specifications for Construction. Eugene's General
Conditions are very sound and it is beneficial for Tigard to consider some of its provisions.
The Tigard General Conditions development process will include a series of regularly scheduled
meetings/workshops with Consultant and a relatively small Tigard "working group" for discussion and
decision-making:
• Initial Meeting: Discussion of overall goal and approach to development of the Standard
Construction Contract Documents. This would include Consultant identification of initial key
provisions of the ODOT model LPA General Conditions for discussion, alternatives for
consideration and recommendations. All Tigard working group participants will be provided with a
copy of the current ODOT model LPA General Conditions and a Consultant memo summarizing
i key provisions for discussion keyed to section/subsection numbering of the model LPA General
Conditions. The memo will be provided at least a week before the Initial Meeting. At the Initial
Meeting, Tigard working group considerations not otherwise captured in Consultant memo will be
identified.
• Second Meeting: Discussion of key provisions identified in Initial Meeting and decision-making for
treatment in the General Conditions. Consultant will then propose specific General Conditions
language to capture the Tigard decision-making.
• Subsequent Meetings: Additional meetings as required will be held to discuss and make decisions
on other provisions of the General Condition development. It is anticipated two more meetings will
be required.
Task 1 Product: Local Public Agency (City of Tigard) General Conditions ready for adoption by the
City.
The following are subsequent tasks recommended for completion in order to develop a complete and
comprehensive City of Tigard Standard Construction Contract Documents package.
Task 2—Develop "Front-End" Contract Documents
Consultant will review and make recommendations for modification of Tigard's current"front-end"contract
documents to ensure they are coordinated and consistent with the Task 1 General Conditions. This could
apply to:
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• Call For Bids
• Bid Form(s)
• Agreement
• Other Standard"Front-End"Forms
Note that the Instruction to Bidders normally included as part of the "front-end" contract documents are
actually included as part of the LPA General Conditions.
Task 2 Product: Standard"Front-End"Contract Documents ready for adoption by the City.
Task 3-Develop"Standard" Special Provisions.
The"Standard"Special Provisions would typically be used in all Construction Contract Documents to modify
or add to the 2015 ODOT/APWA Oregon Standard Specifications for Construction: Parts 00200 through
03000 (i.e.,technical specifications) to make the technical specifications "Tigard-specific"as to:
• Materials of construction
• Construction execution
• Other Tigard-specific details
The"Standard"Special Provisions will be developed for typical Tigard public works projects—streets/roads,
storm drainage,sanitary sewers,water transmission/distribution and traffic control devices. Development of
the"Standard" Special Provisions will be based,in part, on standard technical specifications already in-place
by the City.
Task 3 Product: "Standard" Special Provisions ready for adoption by the City.
Task 4- Review the City's Standard Details for Construction of Public Improvements
In conjunction with the "Standard" Special Provisions development, the City's current Standard Details will
be reviewed to determine if material call-outs on the City's Standard Details should also be included in the
"Standard" Special Provisions for ODOT/APWA Standard Specifications, Parts 02000 and 03000 —
Materials. The Standard Details also be reviewed for consistency with the ODOT/APWA Standard
Specifications,Parts 00200 through 01100.
Assumptions:
• The City will make any actual changes to its Standard Details,as applicable.
• Clean Water Services (CWS) Standard Details will be reviewed for consistency with the
ODOT/APWA Standard Specifications,Parts 00200 through 01100. However,it is not anticipated
any modifications will be requested of CWS.
Task 4 Product: "Red-lines" for changes for City to make to its Standard Details.
Task 5- Review the City's Public Improvement Design Standards
Consultant will review the City's current Public Improvement Design Standards Quly 15, 1998—Streets only
and August 3, 2009 —Water Distribution System) to ensure compatibility with the 2105 ODOT/APWA
Standard Specifications (technical specs). It may be the case that some of the Design Standards provisions
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should be deleted as they may be covered in the 2015 ODOT/APWA Oregon Standard Specifications for
Construction and "Standard" Special Provisions. It is also likely that some provisions of the City's Public
Improvement Design Standards are not consistent with or in conflict with the 2015 ODOT/APWA Standard
Specifications. The review will also include review of Clean Water Services Design Standards for Erosion
Control,Sanitary Sewers and Storm Drains for incorporation into the City's Design Standards.
j Task 5 Product: Recommended modifications and additions to the City's current Public Improvement
Design Standards for incorporation by the City.
Task 6 - Develop "Notes to Specifiers" for the use of the City's Standard Construction Contract
Documents
This "Notes to Specifiers"would consist of:
• Instructions to City Staff on how the City's Standard Contract Documents are to be used in
development of contract documents for future projects.
• Citation of key provisions of the City's Standard Contract Documents that might need further
development by modification of "Standard" Special Provisions to make the Contract Documents
project-specific for future projects.
Task 6 Product: "Notes to Specifiers" document.
Task 7—Review and Development of Standard Contract Administration Forms
A complete set of typical Contract Administration Forms (from project bidding/award through close-out)
will be developed for standard use by the City. This will initially include review and making proposed
!, modifications to Standard Forms already in use by the City as well as development of new Standard Forms
typical to prudent contract/construction management and administration. Meetings will be held with City
staff(project managers,etc.)to explain and discuss the proper use(i.e.,when and why) of the Standard Forms.
Task 7 Product: Standard Contract/Construction Administration Forms.
Scope of Work Assumption
It is assumed Consultant can coordinate and work with an administrative assistant of the City for the word
processing and electronically filing within the City's information system for the Standard Construction
Contract Document development.
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EXHIBIT B
ENGINEER'S PROPOSAL
Task 1, Estimated Hours Budget. _ _ _ _ Comments _
1. General 80 $12,000
Conditions
2. Front-End 8 to 12 $1,200 to$1,800 Consultant not familiar with the extent to
Documents which the City has"Standard"Front-End
Contract Documents for use on publically
bid projects.
3. Special 16 to 32 $2,400 to$4,800 Consultant not familiar with the extent to
Provisions which the City has "Standard Technical
Specifications" for use on publically bid
projects not otherwise incorporated into
its Public Improvement Design
Standards.
4. City 8 to 16 $1,200 to$2,400 Estimated hours assume review of
Standard Standard Details would include Street
Details 4 to 8 $600 to$1,200 and Water Details only.
Estimated hours for review of Clean
Water Services(CWS)details.
5. City Design 16 to 24 $2,400 to$3,600 Estimated hours assume review of July
Standards 15, 1998 Design Standards for Streets
only and August 3, 2009 Design
8 to 12 $1,200 to$1,800 Standards-Water Distribution System.
Estimated hours to incorporate CWS
Design Standards review.
6. Notes to 8 to 16 $1,200 to$2,400
Specifiers
7. Standard 12 to 16 $1,800 to$2,400 City provide word processing for
Forms Standard Forms configurations.
Total 160 to 216 $24,000 to
$32,400
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