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Lancaster Engineering ~ C160061 CITY OF TIGARD OREGON-CONTRACT SUMMARY FORM (Txis FORM MUST ACCOMPANYEVExY CoNTnAcT) Contract Title. Main St/Fanno (Saxony) Traffic Impact Study Number: �I ��D 1 Contractor: Lancaster Engineering; Contract Total: S 17,150 Contract Overview: Consultant willprepare a Traffic Impact Study (TIS) for the project The TIS will include morning and evening peak hour traffic counts and full operational analyses at five intersections. Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ®Low Risk Reduction Steps Traffic study will be used for land use application Risk Comments: Agree with lowering insurance requirements as work is low risk,and exposure to the city is also 1 for this niece pi the overall project. Risk Signature: Contract Manager: can Farrelly Ext: 2420 Department: 3700 Type: ❑ Purchase;agreement ® Personal Service ❑ General Service ❑ Public Improvement ❑ IGA ❑ Other: Start Date: 5/26/16_ End Date: 12/31/16_ Quotes/Bids/Proposal: FIRM AMOUNT/ScogF Lancaster Engineering 1 Ktttelson 2 Account String: Fund-Division-Account Work nrdet A tivi y TWe AMount FY 16 100-3700-54001 017,150 FY FY FY FY Approvals - LCRB Date: Department Comments: Department Signature: Purchasing Comments: J� _ Purchasing Signature: 9L� 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#0-Q 'LC�10c)L CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT TRAFFIC STUDY FOR MAIN STREET/FANNO CREEK(SAXONY)PROPERTY THIS AGREEMENT, made and entered into this 1" day of June, 2016, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Lancaster Engineering, hereinafter referred to as the "Consultant." RECITALS WHEREAS, the City's Fiscal Year FY15-16 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 program of the City;and WHEREAS, the City desires to engage the Consultant to render professional transportation engineering services for the project described in this Agreement, and the Consultant 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. Consultant's Scope of Services The Consultant shall perform professional transportation 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,on 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. Consultant'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 Consultant 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 Seventeen Thousand Five Hundred and No/100 dollars ($17,500.00) 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 Consultant 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 Consultant's compensation wifl not be adjusted unless the Scope of Services to be provided by the Consultant 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 Consultant periodically, but not more frequently than monthly. Payment by the City shall release the City from any further obligation for payment to the Consultant 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 Consultant 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 Consultant 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 Consultant shall be subject to audit by the City. The Consultant 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 Consultant 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. I F. Payment—General 1) Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 2) Consultant 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) Consultant 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 Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant 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) Consultant shall make payments promptly, as due, to all persons supplying services or materials for work covered under this contract. Consultant shall not permit any 2 1 Pagc ProfSA Template—Revised 9/24/2015 li lien or claim to be filed or prosecuted against the City on any account of any service or materials furnished. 6) If Consultant fails, neglects or refuses to make prompt payment of any claim for labor, materials, or services furnished to Consultant, 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 Consultant. The payment of the claim in this manner shall not relieve Consultant 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 Consultant; however, the City shall be furnished, at no additional cost, one set of previously approved reproducible drawings, on 3 mil minimum thickness mylar as well as diskette in "DWG" or "DXF" format, of the original drawings of the work. The City shall have unlimited authority to use the materials received from the Consultant in any way the City deems necessary. B. The City shall make copies, for the use of and without cost to the Consultant, of all of its maps, records, laboratory tests, or other data pertinent to the work to be performed by the Consultant 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 Consultant 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 Consultant 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, Consultant 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. Consultant is Independent Contractor A. The City's project director, or designee, shall be responsible for determining whether Consultant's work product is satisfactory and consistent with this agreement, but Consultant is not subject to the direction and control of the City. Consultant shall bean 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. Consultant is an independent contractor and not an employee of City. Consultant acknowledges Consultant's status as an independent contractor and acknowledges that Consultant is not an employee of the City for purposes of workers compensation law, 3 1 Page ProfSA Template—Revised 9/24/2015 public employee benefits law, or any other law. All persons retained by Consultant to provide services under this contract are employees of Consultant and not of City. Consultant 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 Consultant 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 Consultant under the terms of the agreement, to the full extent of any benefits or other remuneration Consultant receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Consultant or to a third party) as a result of said finding. C. The undersigned Consultant 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 Consultant, 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, Consultant 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. Consultant 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. Consultant 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. Consultant 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 Consultant as a material inducement to enter into this Agreement. Consultant 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 Consultant's 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 Consultant's work by the City shall not operate as a waiver or release. Acceptance of documents by City does not relieve Consultant of any responsibility for design deficiencies, errors or omissions. 41Page ProfSA Template—Revised 9/24/2015 B. Claims for other than Professional Liability. Consultant 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 Consultant 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. Consultant 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 Consultant or its subcontractors, sub-consultants, agents or employees in performance of professional services under this agreement. Any work by Consultant 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 Consultant, 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 Consultant unrelated to the quality of professional services provided by Consultant in performance of this contract. 8. Insurance Consultant 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 Consultant'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 Consultant and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (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: 5 I Page ProfSA Template—Revised 9/24/2015 Coverage Limit General Aggregate $2,000,000 Products-Completed Operations Aggregate $1,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage (Any one fire) $50,000 B. Professional Liability Consultant shall obtain, at Consultant'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 $1,000,000, or the equivalent. Annual aggregate limit shall not be less than $2,000,000 and filed on a "claims- made" form. C. Commercial Automobile Insurance Consultant shall also obtain, at Consultant'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. D. Workers'Compensation Insurance The Consultant, 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. Consultants who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than$1,000,000 each accident. E. Additional Insured Provision All policies aforementioned, other than Workers' Compensation and Professional Liability, shall include the City its officers, employees, agents and representatives as additional insureds with respect to this contract. Coverage will be endorsed to provide a"per project" aggregate. F. Extended Reporting Coverage j 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 61Page ProfSA Template—Revised 9/24/2015 duration of 24 months or the maximum time period the Consultant's insurer will provide such if less than 24 months. Consultant 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 Rating Coverage provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M. Best rating of"A-VII" or better, or equivalent. The City reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. H. Self-Insurance The City understands that some Contractors may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance ( requirements for the type of coverage required. If the Contractor is self-insured for commercial general liability or automobile liability insurance the Contractor must provide evidence of such self-insurance. The Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. I. Certificates of Insurance As evidence of the insurance coverage required by the contract,the Consultant shall furnish a Certificate of Insurance to the City. No contract shall be effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the address below prior to coverage expiration. J. Independent Contractor Status The service or services to be rendered under this contract are those of an independent contractor. Contractor is not an officer, employee or agent of the City as those terms are used in ORS 30.265. K. Primary Coverage a Clarification g The parties agree that Consultant'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: 7 1 Page ProfSA Template—Revised 9/24/2015 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 Consultant's liability hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount of any damage,injury,or loss caused by negligence or neglect connected with this contract. 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 Consultant. If City terminates the contract pursuant to this paragraph,it shall pay Consultant 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 Consultant, 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 V, 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 Consultant, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked,or not renewed. 4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Consultant, if a receiver or trustee is appointed for Consultant, or if there is an assignment for the benefit of creditors of Consultant. 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 Consultant, may terminate the whole or any part of this Agreement: 1) If Consultant fails to provide services called for by this agreement within the time specified herein or any extension thereof,or 2) If Consultant fails to perform any of the other provisions of this Agreement, or so i 81Page ProfSA Template—Revised 9/24/2015 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 Consultant 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 Consultant 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), Consultant 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 Consultant 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 Consultant. 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 Consultant 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 LANCASTER ENGINEERING Attn: Sean Farrelly Attn:Todd Mobley Address: 13125 SW Hall Blvd, Address: 321 SW 4th Ave., Suite 400 Tigard, Oregon 97223 Portland, OR 97204 Phone: (503) 718-2420 Phone: (503) 248-0313 Fax: (503) 718-2748 Fax: (503) 248-9251 Email: sean@tigard-or.gov Email: todd@lancasterengineering.com and when so addressed, shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices,bills and payments are to be given by giving written notice pursuant to this paragraph. 13. Merger This writing is intended both as a final expression of the Agreement between the parties with 9 1 P ;;."C ProfSA Template—Revised 9/24,'2015 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 Consultant, which does not represent clients on matters contrary to City interests. Further, Consultant shall not engage services of an Consultant and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests. Should the Consultant represent clients on matters contrary to City interests or engage the services of an Consultant and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests, Consultant shall consult with the appropriate City representative regarding the conflict. After such consultation, the Consultant shall have 30 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 Consultant 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 parry 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 Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Consultant also shall comply with the Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws. All facilities designed by Consultant under this contract shall be designed to be readily accessible to and usable by individuals with disabilities as required by the Americans with Disabilities Act. 17. Errors Consultant 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 10 1 Pane ProfSA Template—Revised 9/24/2015 Y Consultant 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 Consultant 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 Consultant 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,27913,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 Consultant as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 23. Audit Consultant 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. Consultant 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 Consultant represents and warrants to the City that: A. Consultant 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 Consultant, enforceable in accordance with its terms. 111 Page ProfSA Template—Revised 9/24/2015 C. Consultant (to the best of Consultant'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 Consultant, to Consultant's property, operations, receipts, or income, or to Consultant's performance of or compensation for any work performed by Consultant; 3) Any tax provisions imposed by a political subdivision of this state that applied to Consultant, or to goods, services, or property, whether tangible or intangible, provided by Consultant; 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 Consultant's services rendered in the performance of Consultant'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. Consultant 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 I 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 Consultant's warranty, in subsection 25.0 of this Agreement,that the Consultant 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 jtermination 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 Consultant,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 Consultant'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 Consultant. 121Page ProfSA Template—Revised 9/24/2015 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. Consultant,by the signature of its authorized representative,hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Consultant has executed this Agreement on the date hereinabove first written. CITY TiG LANCASTER ENGINEERING By: Kenny Asher,Community Development Director By:Authorized Contractor presentative Date Date 13 1 Pagc ProfSA Template—Revised 9/24/2015 EXHIBIT A SCOPE OF SERVICES The Consultant shall render professional services as described below: A. Prepare a Traffic Impact Study (TIS) for the Saxony redevelopment project.The TIS will include morning and evening peak hour traffic counts and full operational analyses at the following intersections: 1. SW Main Street/SW Greenburg Road at SW Pacific Highway (99W) 2. SW Main Street (south intersection) at SW Pacific Highway (99W) 3. SW Main Street at SW Scoffins Street 4. SW Main Street at SW Tigard Street 5. SW Main Street at SW Burnham Street Also a preliminary trip distribution analysis to see how many AM and PM peak trips are anticipated to be added at the SW Pacific Highway (99W) at SW Hall Boulevard intersection and the SW Pacific Highway /OR 217 interchange. The TIS will include analysis of existing conditions, year of build out,and forecast year 2040 conditions.Analysis will also include trip generation and distribution,queuing,level of service and capacity analysis, examination of pedestrian and bicycle facilities, and a summary of at least five years of crash data. B. Transportation Planning Rule (TPR) Analysis to address requested development code amendment- change in height limit. This would include a comparative trip generation analysis for the current development code and proposed development code, quantifying the potential traffic impacts associated with the propose amendment. Fee for above tasks: $11,900 Contingent tasks: Prepare a Traffic Impact Study (TIS) for the Saxony redevelopment project for the following intersections 1. SW Pacific Highway (99W) at SW Hall Boulevard 2. SW Pacific Highway (99W) at Oregon 217 southbound ramp terminal 3. SW Pacific Highway (99W) at Oregon 217 northbound ramp terminal Fee for above$1,750 per intersection ($5,250) 14 1 Page ProfSA Template—Revised 9/24/2015 EXHIBIT B CONSULTANT'S PROPOSAL 15 1 Page ProfSA Template—Revised 9/24,'2015 May 11, 2016 LANCASTER ENGINEERING Sean Farrelly 321 SW 411 Ave.,Suite 400 Portland,OR 97204 City of Tigard p.cnt:503.248.0313 13125 SW Hall Boulevard fax:503.248.9251 Tigard, OR 97223 lancasterengineering.com Dear Sean, At your request, we are pleased to submit a proposal for professional transportation engineering services related to the proposed redevelopment of the property at 12533-12537 SW Main Street in Tigard. I understand that the project would remove the existing buildings on the site and construct a 45,120 square foot, six-story, mixed-use building. Scope of Work This proposal responds to the scoping document provided with the request for proposal (RFP), which is attached to this proposal for reference. Our work will be to prepare a Traffic Impact Study (TIS)for the project. Consistent with the RFP, the TIS will include morning and evening peak hour traffic counts and full operational analyses at the following intersections: 1. SW Main Street/SW Greenburg Road at SW Pacific Highway(99W) 2. SW Main Street(south intersection)at SW Pacific Highway(99W) 3. SW Main Street at SW Scoffins Street 4. SW Main Street at SW Tigard Street 5. SW Main Street at SW Burnham Street In addition, the following intersections are included as optional, additional work items: 6. SW Pacific Highway (99W) at SW Hall Boulevard 7. SW Pacific Highway(99W) at Oregon 217 southbound ramp terminal 8. SW Pacific Highway(99W) at Oregon 217 northbound ramp terminal The TIS will include analysis of existing conditions, year of build out, and forecast year 2040 conditions. I understand that the proposal also includes a Development Code amendment relating to a height restriction and that this may trigger the need to address the Transportation Planning Rule (TPR). The TPR analysis is included here as an optional, additional work item. If required, this would include a comparative trip generation analysis for the current development code and proposed development code, quantifying the potential traffic impacts associated with the proposed amendment. 4�� Sean Farrelly May 11, 2016 Page 2 of 3 Analysis will also include trip generation and distribution, queuing, level of service and capacity analysis, examination of pedestrian and bicycle facilities, and a summary of at least five years of crash data. Relevant Experience Lancaster Engineering has been in business since 1983 and has conducted thousands of traffic impact studies for development projects. The firm has completed over 140 projects in the City of Tigard alone. Recently, this includes the mixed-use project at the intersection of SW Burnham Street and SW Ash Street, which is very near the subject site. Lancaster Engineering is very familiar with development regulations for the City of Tigard, Washington County, and ODOT. Billing Information The fee for the TIS will be a fixed fee of$10,900. This includes all traffic counts and data collection as well as the deliverables identified in the attached RFP for intersections 1 through 5 listed in the Scope of Work section on the previous page. Attendance at project meetings with City staff and the project team are also included. The following optional tasks are included, for an additional fee: Traffic counts and analysis at intersections $1,750 per intersection 6 through 8 in the Scope of Work: TPR analysis, including narrative in $1,000 response to TPR approval criteria: Preparation for and attendance at hearings Time and materials at hourly rates or other public gatherings such as neighborhood meetings Invoices will be submitted monthly and will be due upon receipt. A collectible late fee of 1.5% per month (18%APR) may be charged on accounts 31 days and older. A collections agency may be utilized on accounts in arrears. We reserve the right to suspend and/or terminate our service relating to all unpaid amounts. Invoice disputes must be made in writing within 30 days from the date of the invoice or the debt will be assumed to be valid. Contract Information This letter can serve as a memorandum of agreement and authorization contract to begin work. This agreement is valid for 30 days. If a signed contract is received later than 30 days or remains 4F,." Sean Farrelly May 11, 2016 Page 3 of 3 unsigned for more than 30 days, it may become null and void and require that a new contract be established before work may begin. Significant changes to the scope of work may require a new or amended contract. Agreements made via emails will be considered valid. If this contract proposal is acceptable please sign one copy and return it to us. If you have any questions, please don't hesitate to call. With Best Regards, Todd E. Mobley, PE Principal Contract Approval The following person authorizes Lancaster Engineering to perform the work tasks associated with this project and assumes legal responsibility for the payment terms stated herein: Approved by(signature): Printed Name: Date: Billing Address: Phone: Email address: RATE SCHEDULE LANCASTER January 1, 2016 ENGINEERING 321 SW 41^Ave.,Suite 400 Portland,OR 97204 Hourly Rate phone:503.248.0313 fax:503.248.9251 Founding Principal: Tom Lancaster $230 lancasterengineering.com Principal: Todd Mobley $200 Senior Transportation Engineer: Mike Ard $160 Transportation Engineer: Will Farley $120 Senior Transportation Analyst: Brian Davis $110 Transportation Analysts: Kirk Paulsen,Daniel Stumpf,Gwen Shaw $100 Operations Manager: Sheryl O'Neil-Nobles $85 Administrative Assistant: Heather Mobley $75 Technician/Data Collection,multi/contract $50 General Reproduction,telephone, supplies,courier service,food and lodging, and other non-wage costs directly related to the project are billed at cost plus 15 percent for administrative expenses. Automobile travel is billed at the current IRS-allowable rate. I i Main and Fanno Redevelopment Project Traffic Analysis Consultant shall conduct AM and PM peak traffic analysis to verify the appropriate lane configurations and traffic control at the following intersections: • "North" SW Main Street/SW Greenburg Road/ SW Pacific Highway (99W) • "South" SW Main Street/ SW Pacific Highway(99W) • SW Main Street/SW Scoffins Street • SW Main Street/SW Tigard Street • SW Main Street/SW Burnham Street Traffic analysis for the study intersections will include the following: • HCM capacity analysis (delay, level of service and We ratio) for existing and future 2040 Metro Model conditions. • Vehicle queuing analysis for existing exclusive turn lanes • A summary of crash data for the most recent five years, including identification of high accident locations The City of Tigard's urban renewal agency owns the property at 12533-12537 SW Main Street(tax lots 2S102ABO2000 and 2S102AB02100.) The city is taking a redevelopment plan though the land use process and will then market the entitled project to a developer. The proposal calls for a 45,120 square foot, 6-story mixed use building. Final building programming will be determined by the developer. The traffic study should consider a scenario that will generate the highest traffic: the first floor consists of 5,830 square feet of eating/drinking establishment and the upper floors 39,290 square feet of office. The project also includes a 1,405 square foot public plaza. The existing development includes a 4,300 square foot automobile repair business, 600 square foot nail salon, and approximately 4,600 square foot vacant commercial space. Assumption(s): • Intersection capacity analysis will be completed using Highway Capacity Manual methodology. Deliverable(s): • Recommended improvements and mitigations measures. • Traffic data(turn movement counts and speed data). • Draft technical memorandum summarizing the result of the traffic analysis. I Main and Fanno Redevelopment Project • Final technical memorandum summarizing the result of the traffic analysis.