MWA Architects ~ C170002 i;:ity of Tigard
CONTRACT CHANGE ' 11M ER/ 131'5 SW I Iai1 1311 d
Tigard, 0rcgon Vit`?'
AMENDMENT # 2 SummAm,
Phone - (503 C7.+9-41-i
FIELD CHANGE ORDER FORM l�a. (503; cz31 -"�r
�u^r�ai
rp—rolect'ritle: Civic Center Facilities Visioning Study Project Manager: Kitn 11c1tillan
C contractor; '\AX'A.Architects Original Contract #: C170002
Effective Datcs: 6;%15%1'—6/30/18 Chan e Order/Amendment Atnount: till
Accounting String: 400-8000-56005 91020-130 Amendment Percenta*e Runnin Total:
AMENDMENT DETAILS
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F I
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,y CHANGE ORDER DETAILS UNIT QTS' UNIT$ TOTAL
+,
Original Contract 426-505A)()
Amendment#1 - Chan e in Date Only 0,00
Amendtnenr #2— Edited Scope—no change in contract
;3tnount. 1
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Contract Total _ 420,5+15:00
�.r. REASONING FOR CHANGE ORDER/AMENDMENT
Moved unspent money from tasks to I\f\X A Task 998, Extra Work as =lpproved.~No change to cotitracr tt tal.
l_z,andecl one task on the scope of work to include efforts on the Local Option Le--y.
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I` BUDGET IMPACT.AND REQUIRED ACTIONS
REQ li ESTING PROJECT MANAGER AP VING CITYSTAFF
-
E Y f•'` �� .�/v.s".tip.__•
_ signature `more
Date Due
Contractor is hereby authorized by the City of Tigard to perforni _ CONTRACTOR
thv additional work described below in accordance %%ith the terms
and conditions detailed in the original contract alt)ng «lith all
applicable rules,regulations,and laws that may be in effect for the t Signature
work. The unit pricing in the original contract shall apply to all
additional work. A cop} of this form, once completed, is to be
fornarded to the Purchasing Office to insure all changes to the
encumbrances are met. Remember– the cumulative total of
Amendments cannot exceed the pro'cct's FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
CIVIC CENTER FACILITIES VISIONING STUDY
CONTRACT#C170002
AMENDMENT #2
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City,and MWA Architects,hereinafter referred to as Contractor,entered into on the 15'hday of June,2016,is
hereby amended as follows:
EXHIBIT 1 —SCOPE OF SERVICES
• Once a preferred path forward is identified,assist with a public relations strategy for the city to achieve
public support of a major bond measure Fxr�ancled to include efforrs_on the Local nation 1 e�j„
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD MWA,Aaiff
jEcTs
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Signature SignsZZE
NI G k--Pte, L �1! D
Printed Name Printed Name
/1. Cf, l J � l7
Date Date
City of Tigard
Pr
CONTRACT CHANGE ORDER 13125 SW Hall Blvd.
- � Tigard,Oregon 97223
AMENDMENT # SUMMARY Phone - (503j 639-4171
FIELD CHANGE ORDER FORM Fax - (503 484-7297
ST wy.,tig-aid-or. ox•
Project Title: Civic Center Facilities Visioning Study Project Manager: Kim McMillan
Contractor: NIWA Architects Origin al Contract#: C170002
Effective Dates: 6/15/17—6/30/18 Chan e Order/Amendment Amount: $0
Accounting String: 400-8000-56005 91020-130 1 Amendment Percen= Running Total: %
AMENDMENT DETAILS
Extend contract completion date to June 30,2018—Change in termination date only
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
Original Contract 426,505.00
Amendment#1 -Change in Date Only 0.00
Contract Total 426,505.00
REASONING FOR CHANGE ORDER/AMENDMENT
Visioning Plan progress has been slowed as efforts are focused on forming a levy and bond advisory task force.
The task force will help inform future visioning efforts
BUDGET IMPACT AND REQUIRED ACTIONS
_,,REQUESTING PROJECT MANAGER APPROVING JCqY STAFF
Signature Signature
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 Signature
work. The unit pricing in the original contract shall apply to all
additional work. A copy of this form, once completed, is to be
forwarded to the Purchasing Office to ensure all changes to the
encumbrances are met. Remember—the cumulative total of
Amendments cannot exceed theproject's FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
CMC CENTER FACILITIES VISIONING STUDY
CONTRACT#C170002
AMENDMENT#1
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City,and MWA Architects,hereinafter referred to as Contractor,entered into on the 15ee day of June,2016,is
hereby amended as follows:
2. Effective Date and Duration
This agreement shall become effective upon the date of execution by the City's Local Contract Review
Board,and shall expire,unless otherwise terminated or extended,on completion of the work or June 30,
207 2018 whichever comes first. All work under this Agreement shall be completed prior to the
expiration of this Agreement.
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD MW ARCHITECTS
Signature tore
WLr-fl-Uk 1-, � t;;PAPItw'i X1114
Printed Name Printed Name
�- 6•o6 •,zoj7
Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORMMr-STACCOMPANYEVERY CONTRACT) ' ^ ^
Contract Title: Civic Center Facilities Visioning Study Number: I l}��,.,j�
Contractor: Aichitects Contiact Total: $426,505.00
"_.Oricract OserEie-t'• Consudtantteaw i:G StIC,; dlttrlati „-Sfior?routh,projected use:of,and placement or
a Cite-owned Ci:ic Cent-M The city-oxtviis and is a tenant on mann.proper°ties, sollir adE'qua a for their
use,others inadequate in ize or location for their function and operations.This work:u>ill be used to
deteriiune what aetvic.es and staff will be located on the proposed Ci:-ic Center site.
Initial Risk:Level-. ❑ Extreme ❑ High ❑Moderate E] L.o".L'
Risk Reduction Steps:
Rnk.Comments:
R.rsk:Signature:
Contract Manager: k irn McMillan,Asst City Engineer E.':t: 2642 Department, Engineeung
T'Npc ❑ Purchase__agreement ❑ Personal Seii�ice ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Architectural Sys. Mart Date: 6/15/16 End Date: 6/30/17
Quotes/Bids/Proposal FIRM AMOLINT/SCORE
MW'.-N Architects, Inc. $426,505.00
Account String Fund-Division-Account Work Order—Activit;Type Amount
FY 15/16 400-8000-56005 91020-130 10,000.00
n'16/17 400-8000-56005 91020-130 416 505.00
A�nrovals—
LCRB Date: 6/14/16
Department Comments: :3t their June 14, 2016 business meeting, Tigard's Local Contract Review Board will consider an
exemption from formal competitivee process as allowed under 'Iigard Public Contracting Rule 10 110 for services gelated to the
Civic Center Visioning'study project. This public hearing is for the purpose of taking comments on the citv's draft findings for
such an exemption and shall be conducted in accordancewith the Tigard Municipal Code. Further information regarding this
matter mai'be obtained from Joe Barrett,Semot Management analyst,in the City's Finance and Information Services Department
at(503) ?19-2477 or jos=hra—tigard-oi,goy.
Department Signature:
Purchasing Comments: co
Lo
Purchasing Signature:
City Manager Comments:
Cita-Manager Signature. 7 . 5 '.P-O i e,
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract#jc 1-7 CX-GIk
CITY OF TIGARD,OREGON
ARCHITECTURAL SERVICES AGREEMENT
CIVIC CENTER FACILITIES VISIONING STUDY
THIS AGREEMENT,made and entered into this 15`h day of June,2016,by and between the City
of Tigard, a municipal corporation,hereinafter referred to as the "City," and XMA Architects,whose
authorized representative is Jeff McGraw, and having a principal being a registered architect of the
State of Oregon,hereinafter referred to as the "Architect."
RECITALS
WHEREAS, the City's 2016-2017 fiscal year budget provides for the services of an Architect for
services related to the Tigard's Civic Center Facilities Visioning Study;and
WHEREAS,the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City;and
WHEREAS,the City desires to engage the Architect to render professional architectural services for
the project described in this Agreement, and the Architect is willing and qualified to perform such
services;
THEREFORE,in consideration of the promises and covenants contained herein,the parties hereby
agree as follows:
1. Architect's Scope of Services
The Architect shall perform professional architectural services relevant to the Project in
accordance with the terms and conditions set forth herein,and as provided in Exhibit A,which
is attached hereto and by this reference made a part of this Agreement.
2. Effective Date and Duration
This agreement shall become effective upon the date of execution by the City's Local Contract
Review Board,and shall expire,unless othemise terminated or extended, on completion of the
work or June 30,2017 whichever comes first. All work under this Agreement shall be completed
prior to the expiration of this Agreement.
3. Architect's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit B of this Agreement,and
for sen-ices required in the fulfillment of Paragraph 1, the Architect shall be paid on
an hourly rate based upon the "Schedule of Rates" in Exhibit B of this agreement,
which shall constitute full and complete payment for said services and all expenditures
which may be made and expenses incurred,except as otherwise expressly provided in
this Agreement. The Basic Fee shall not exceed the amount of Four Hundred Twenty
Six Thousand Five Hundred Five and No/100 Dollars ($426,505.00) without prior
written authorization.
2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of
Services to be provided by the Architect and is not necessarily related to the estimated
construction cost of the Project. In the event that the actual construction cost differs
from the estimated construction cost, the Architect's compensation will not be
adjusted unless the Scope of Services to be provided by the Architect changes and is
authorized and accepted by the City.
B. Payment Schedule for Basic Fee
Payments shall be made upon receipt of billings based on the work completed. Billings
shall be submitted by the Architect periodically, but not more frequently than monthly.
Payment by the City shallrelease the City from any further obligation for payment to the
Architect for service or services performed or expenses incurred as of the date of the
statement of services. Payment shall be made only for work actually completed as of the
date of invoice. Payment shall not be considered acceptance or approval of any work or
waiver of any defects therein.
C. Payment for Special Services
Only when directed in writing by the City, the Architect shall furnish or acquire for the
City the professional and technical services based on the hourly rate schedule as described
in Exhibit B of this contract for minor project additions and/or alterations.
D. Certified Cost Records
The Architect shall furnish certified cost records for all billings pertaining to other than
lump sum fees to substantiate all charges. For such purposes,the books of account of the
Architect shall be subject to audit by the City. The Architect shall complete work and cost
records for all billings on such forms and in such manner as will be satisfactory to the City.
E. Contract Identification
The Architect shall furnish to the City its employer identification number, as designated
by the Internal Revenue Service,or social security number,as the City deems applicable.
F. Payment—General
1) Architect shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
2) Architect shall pay employees at least time and a half pay for all overtime worked in
excess of 40 hours in any one week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
3) Architect shall promptly, as due, make payment .to any person, co-partnership,
association or corporation, furnishing medical, surgical and hospital care or other
needed care and attention incident to sickness or injury to the employees of Architect
or all sums which Architect agrees to pay for such services and all moneys and sums
which Architect collected or deducted from the wages of employees pursuant to any
law,contract or agreement for the purpose of providing or paying for such service.
4) The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract.
5) Architect shall make payments promptly, as due, to all persons supplying services or
materials for work covered under this contract. Architect shall not permit any lien or
claim to be filed or prosecuted against the City on any account of any service or
materials furnished.
6) If Architect fails, neglects or refuses to make prompt payment of any claim for labor,
21
materials, or services furnished to Architect, sub-consultant or subcontractor by any
person as such claim becomes due,City may pay such claim and charge the amount of
the payment against funds due or to become due to the Architect. The payment of
the claim in this manner shall not relieve Architect or their surety from obligation with
respect to any unpaid claims.
4. Ownership of Plans and Documents: Records
A. The field notes, design notes, and original drawings of the construction plans, as
instruments of service, are and shall remain, the property of the Architect; however, the
City shall be furnished,at no additional cost,one set of previously approved reproducible
drawings, on 3 mil minimum thickness mylar as well as diskette in "DWG" or "DXF"
format, of the original drawings of the work. The City shall have unlimited authority to
use the materials received from the Architect in any way the City deems necessary.
B. The City shall make copies, for the use of and without cost to the Architect, of all of its
maps, records, laboratory tests, or other data pertinent to the work to be performed by
the Architect pursuant to this Agreement,and also make available any other maps,records,
or other materials available to the City from any other public agency or body.
C. The Architect shall furnish to the City, copies of all maps, records, field notes, and soil
tests which were developed in the course of work for the City and for which compensation
has been received by the Architect at no additional expense to the City except as provided
elsewhere in this Agreement.
5. Assignment/Delegation
Neither party shall assign,sublet or transfer any interest in or duty under this Agreement without
the written consent of the other and no assignment shall be of any force or effect whatsoever
unless and until the other party has so consented. If City agrees to assignment of tasks to a
subcontract,Architect shall be fully responsible for the acts or omissions of any subcontractors
and of all persons employed by them,and neither the approval by City of any subcontractor nor
anything contained herein shall be deemed to create any contractual relation between the
subcontractor and City.
6. Architect is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Architect's work product is satisfactory and consistent with this agreement,but Architect
is not subject to the direction and control of the City. Architect shall be an independent
contractor for all purposes and shall be entitled to no compensation other than the
compensation provided for under Section 3 of this Agreement.
B. Architect is an independent contractor and not an employee of City. Architect
acknowledges Architect's status as an independent contractor and acknowledges that
Architect is not an employee of the City for purposes of workers compensation lave-,public
employee benefits law, or any other law. All persons retained by Architect to provide
services under this contract are employees of Architect and not of City. Architect
acknowledges that it is not entitled to benefits of anv kind to which a City employee is
entitled and that it shall be solely responsible for workers compensation coverage for its
31j
employees and all other payments and taxes required by law. Furthermore, in the event
that Architect is found by a court of law or an administrative agency to be an employee of
the City for any purpose,City shall be entitled to offset compensation due, or to demand
repayment of any amounts paid to Architect under the terms of the agreement,to the full
extent of any benefits or other remuneration Architect receives (from City or third party)
as a result of said finding and to the full extent of any payments that City is required to
make (to Architect or to a third party) as a result of said finding.
C. The undersigned Architect hereby represents that no employee of the City or any
partnership or corporation in which a City employee has an interest, has or will receive
any remuneration of any description from the Architect, either directly or indirectly, in
connection v-ith the letting or performance of this Agreement, except as specifically
declared in writing.
D. If this payment is to be charged against Federal funds, Architect certifies that he/she is
not currently employed by the Federal Government and the amount charged does not
exceed his/her normal charge for the type of service provided.
E. Architect and its employees, if any, are not active members of the Oregon Public
Employees Retirement System and are not employed for a total of 600 hours or more in
the calendar year by any public employer participating in the Retirement System.
F. Architect shall obtain,prior to the execution of any performance under this Agreement,a
City of Tigard Business License. The Tigard Business License is based on a calendar year
with a December 31 st expiration date. New businesses operating in Tigard after June 30th
of the current year will pay a pro-rated fee though the end of the calendar year.
G. Architect is not an officer, employee,or agent of the City as those terms are used in ORS
30.265.
7. Indemnity
A. The City has relied upon the professional ability and training of the Architect as a material
inducement to enter into this Agreement. Architect represents to the City that the work
under this contract will be performed in accordance with the professional standards of
skill and care ordinarily exercised by members of the architectural profession under similar
conditions and circumstances as well as the requirements of applicable federal, state and
local laws,it being understood that acceptance of an Architect's work by the City shall not
operate as a waiver or release. Acceptance of documents by City does not relieve Architect
of any responsibility for design deficiencies,errors or omissions.
B. Claims for other than Professional Liability.Architect agrees and shall indemnify,defend,
save and hold harmless the City of Tigard, its officers, employees, agents, and
representatives from all claims, suits, or actions and all expenses incidental to the
investigation and defense thereof, of whatsoever nature, including intentional acts
resulting from or arising out of the activities of Architect or its subcontractors, sub-
consultants, agents or employees in performance of this contract at both trial and appeal
level,whether or not a trial or appeal ever takes place including any hearing before federal
41 1
or state administrative agencies.. If any aspect of this indemnity shall be found to be illegal
or invalid for any reason whatsoever,such illegality or invalidity shall not affect the validity
of the remainder of this indemnification.
C. Claims for Professional Liability. Architect agrees and shall indemnify, defend, save and
hold harmless the City of Tigard,its officers,employees,agents,and representatives from
all claims, suits, or actions and all expenses incidental to the investigation and defense
thereof, arising out of the professional negligent acts, errors or omissions of Architect or
its subcontractors, sub-consultants, agents or employees in performance of professional
services under this agreement. Any work by Architect that results in a design of a facility
that is not readily accessible to and usable by individuals with disabilities shall be
considered a professionally negligent act,error or omission.
D. As used in subsections B and C of this section, a claim for professional responsibility is a
claim made against the City in which the City's alleged liability results directly or indirectly,
in whole or in part, from the quality of the professional services provided by Architect,
regardless of the type of claim made against the City in performance of this contract. A
claim for other than professional responsibility is a claim made against the City in which
the City's alleged liability results from an act or omission by Architect unrelated to the
quality of professional services provided by Architect in performance of this contract.
8. Insurance
Architect and its subcontractors shall maintain insurance acceptable to City in full force and effect
throughout the term of this contract. Such insurance shall cover risks arising directly or indirectly
out of Architect's activities or work hereunder,including the operations of its subcontractors of
any tier. Such insurance shall include provisions that such insurance is primary insurance with
respect to the interests of City and that any other insurance maintained by City is excess and not
contributory insurance with the insurance required hereunder.
The policy or policies of insurance maintained by the Architect and its subcontractors shall
provide at least the following limits and coverages:
A. Commercial General Liability Insurance
Architect shall obtain, at Architect's expense, and keep in effect during the term of this
contract, Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an"occurrence"form(CG 20101185 or equivalent). This coverage shall include
Contractual Liability insurance for the indemnity provided under this contract. The following
insurance will be carried:
Coverage Limit
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage (Any one fire) $50,000
51 - _
B. Professional Liability
Architect shall obtain, at Architect's expense, and keep in effect during the term of this
contract, Professional Liability Insurance covering any damages caused by any actual or
alleged negligent act, error or omission in the rendering of or failure to render Professional
Services. Combined single limit per claim shall not be less than$2,000,000,or the equivalent.
Annual aggregate limit shall not be less than$3,000,000 and filed on a"claims-made" form.
C. Commercial Automobile Insurance
Architect shall also obtain, at architect's expense, and keep in effect during the term of the
contract (Symbol 1 or Symbols 8 and 9 as applicable) Commercial Automobile Liability
coverage on an"occurrence" form including coverage for all owned,hired,and non-owned
vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000.
If Contractor operates a personally-owned vehicle for business use under this contract, the
Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the
contract, business automobile liability coverage for all owned vehicles on an "occurrence"
form. The Combined Single Limit per occurrence shall not be less than$2,000,000.
D. Workers'Compensation Insurance
The Architect,its subcontractors,if any,and all employers providing work,labor or materials
under this Contract are subject employers under the Oregon Workers' Compensation Law
and shall comply with ORS 656.017,which requires them to provide workers'compensation
coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must
provide Oregon workers' compensation coverage for their workers who work at a single
location within Oregon for more than 30 days in a calendar year. Architects who perform
work without the assistance or labor of any employee need not obtain such coverage. This
shall include Employer's Liability Insurance with coverage limits of not less than$1,000,000
each accident.
E. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability,
shall include the City its officers,employees,agents and representatives as additional insureds
with respect to this contract. Coverage will be endorsed to provide a"per project"aggregate.
F. Extended Reporting Coverage
If any of the aforementioned liability insurance is arranged on a "claims-made" basis,
Extended Reporting coverage will be required at the completion of this contract to a duration
of 24 months or the maximum time period the Architect's insurer will provide such if less
than 24 months. Architect will be responsible for furnishing certification of Extended
Reporting coverage as described or continuous "claims-made" liability coverage for 24
months following contract completion. Continuous "claims-made" coverage will be
acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or
before the effective date of this contract. Coverage will be endorsed to provide a "per
project"aggregate.
6 �
G. Insurance Carrier Rating
Coverage provided by the Architect must be underwritten by an insurance company deemed
acceptable by the City. All policies of insurance must be written by companies having an
A.M.Best rating of"A-DTII" or better,or equivalent. The City reserves the tight to reject all
or any insurance carriers)vith an unacceptable financial rating.
H. Self-Insurance
The City understands that some Contractors may self-insure for business risks and the City
will consider whether such self-insurance is acceptable if it meets the minimum insurance
requirements for the type of coverage required. If the Contractor is self-insured for
commercial general liability or automobile liability insurance the Contractor must provide
evidence of such self-insurance. The Contractor must provide a Certificate of Insurance
showing evidence of the coverage amounts on a form acceptable to the City. The City
reserves the right in its sole discretion to determine whether self-insurance is adequate.
I. Certificates of Insurance
As evidence of the insurance coverage required by the contract,the Architect shall furnish a
Certificate of Insurance to the City. No contract shall be effective until the required
Certificates of Insurance have been received and approved by the City. The certificate will
specify and document all provisions within this contract and include a copy of Additional
Insured Endorsement. A renewal certificate will.be sent to the address below prior to
coverage expiration.
J. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
K. Primary Coverage Clarification
The parties agree that Architect's coverage shall be primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory 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:
City of Tigard
Attn: Contracts and Purchasing Office
13125 S)X'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
71
to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance shall not be construed to limit Architect's liability hereunder.
Notwithstanding said insurance,Architect shall be obligated for the total amount of any damage,
injury,or loss caused by negligence or neglect connected with this contract.
9. Termination Without Cause
At any time and without cause, City shall have the right in its sole discretion, to terminate this
Agreement by giving notice to Architect. If City terminates the contract pursuant to this
paragraph,it shall pay Architect for sm-ices rendered to the date of termination.
10. Termination With Cause
A. City may terminate this Agreement effective upon delivery of written notice to Architect,or
at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in funds.
2) If Federal or State regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Architect, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked,or not renewed.
4) If Architect becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Architect, if a receiver or trustee is appointed for Architect, or if
there is an assignment for the benefit of creditors of Architect.
Any such termination of this agreement under paragraph (A) shall be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City,by written notice of default(including breach of contract)to Architect,may terminate
the whole or any part of this Agreement:
1) If Architect fails to provide services called for by this agreement within the time
specified herein or any extension thereof, or
2) If Architect fails to perform any of the other provisions of this Agreement,or so fails
to pursue the work as to endanger performance of this agreement in accordance with
its terms, and after receipt of written notice from City, fails to correct such failures
within ten days or such other period as City may authorize.
3) If Architect fails to eliminate a conflict as described in Section 14 of this agreement.
The rights and remedies of City provided in the above clause related to defaults (including
breach of contract)by Architect shall not be exclusive and are in addition to any other rights
and remedies provided by law or under this Agreement.
8 +
If City terminates this Agreement under paragraph (B), Architect shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred, an
amount which bears the same ratio to the total fees specified in this Agreement as the
services satisfactorily rendered by Architect bear to the total services otherwise required
to be performed for such total fee; provided, that there shall be deducted from such
amount the amount of damages, if any, sustained by City due to breach of contract by
Architect. Damages for breach of contract shall be those allowed by Oregon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon
appeal.
11. Non-Waiver
The failure of City to insist upon or enforce strict performance by Architect of any of the terms
of this Agreement or to exercise any rights hereunder, should not be construed as a waiver or
relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future
occasion.
12. Method and Place of Giving Notice, Submitting Bills and MakingPQments
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:
CnY OF TIGARV MWA ARCHITECTS
TECfS
Attn: Kim McMillan,Asst City Engineer Attn: Jeff McGraw,AI_a
Address: 13125 SW Hall Blvd. Address: 70 NW Couch Street,Suite 401
Tigard,Oregon 97223 Portland, Oregon 97209
Phone: (503) 718-2642 Phone: (503) 973-5151
Email: kim(a2tigAgd- gov Email: jmcgraw(a tnwaarchitects.com
and when so addressed, shall be deemed given upon deposit in the United States mail,postage
prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances,
notices,bills and payments shall be deemed given at the time of actual delivery. Changes may
be made in the names and addresses of the person to who notices,bills and payments are to be
given by giving written notice pursuant to this paragraph.
13. Merger
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement shall be effective unless and until it is made in
writing and signed by both parties.
14. Professional Services
The City requires that services provided pursuant to this agreement shall be provided to the City
by an.architect,which does not represent clients on matters contrary to City interests. Further,
Architect shall not engage services of an architect and/or other professional who individually,
or through members of his/hex same firm, represents clients on matters contrary to City
interests.
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Should the Architect represent clients on matters contrary to City interests or engage the services
of an architect and/or other professional who individually,or through members of his/her same
firm, represents clients on matters contrary to City interests, Architect shall consult with the
appropriate City representative regarding the conflict.
After such consultation,the Architect shall have seven (7) days to eliminate the conflict to the
satisfaction of the City. If such conflict is not eliminated within the specified time period, the
agreement may be terminated pursuant to Section 10 (B-3) of this agreement.
15. Force Majeure
Neither City nor Architect shall be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or negligence
on the part of the parties so disenabled,including but not restricted to, an act of God or of a
public enemy,civil unrest,volcano,earthquake,fire,flood,epidemic,quarantine restriction,area-
wide strike,freight embargo,unusually severe weather or delay of subcontractor or supplies due
to such cause;provided that the parties so disenabled shall within ten days from the beginning
of such delay, notify the other party in writing of the cause of delay and its probable extent.
Such notification shall not be the basis for a claim for additional compensation. Each party
shall,however,make all reasonable efforts to remove or eliminate such a cause of delay or default
and shall,upon cessation of the cause,diligently pursue performance of its obligation under the
Agreement.
16. Non-Discrimination
Architect agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues,rules,and regulations.Architect also shall comply Nith the Americans with
Disabilities Act of 1990,ORS 659A.142,and all regulations and administrative rules established
pursuant to those laws. All facilities designed by Architect under this contract shall be designed
to be readily accessible to and usable by individuals with disabilities as required by the Americans
with Disabilities Act.
17. Errors
Architect shall perform such additional work as may be necessary to correct errors in the work
required under this Agreement without undue delays and without additional cost.
18. Extra (Changes)Work
Only the City's Project Manager may authorize extra(and/or change)work. Failure of Architect
to secure authorization for extra work shall constitute a waiver of all right to adjustment in the
contract price or contract time due to such unauthorized extra work and Architect thereafter
shall be entitled to no compensation whatsoever for the performance of such work.
19. Governing Law
The provisions of this Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
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20. Compliance With Applicable Law
Architect shall comply with all federal, state, and local laws and ordinances applicable to the
work under this Agreement,including those set forth in ORS 279A,279B,and 279C.
21. Conflict Between Terms
It is further expressly agreed by and between the parties hereto that should there be any conflict
between the terms of this instrument in the proposal of the contract, this instrument shall
control and nothing herein shall be considered as an acceptance of the said terms of said
proposal conflicting herewith.
22. Access to Records
City shall have access to such books,documents,papers and records of Architect as are directly
pertinent to this Agreement for the purpose of making audit, examination, excerpts and
transcripts.
23. Audit
Architect shall maintain records to assure conformance with the terms and conditions of this
Agreement, and to assure adequate performance and accurate expenditures within the contract
period. Architect agrees to permit City, the State of Oregon, the federal government, or their
duly authorized representatives to audit all records pertaining to this Agreement to assure the
accurate expenditure of funds.
24. Severability
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions shall
not be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
25. Representations and Warranties
Architect represents and warrants to the City that:
A. Architect has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Architect,enforceable in accordance with its terms.
C. Architect(to the best of Architect's knowledge,after due inquiry),for a period of no fewer
than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement, faithfully has complied with:
1) All tax laws of this state,including but not limited to ORS 305.620 and ORS chapters
316, 317,and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Architect, to,Architect's property, operations, receipts, or income, or to Architect's
performance of or compensation for any work performed by Architect;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Architect, or to goods, services,or property,whether tangible or intangible,provided
by Architect;and
4) Any rules,regulations,charter provisions,or ordinances that implemented or enforced
any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Architect's services rendered in the performance of Architect's obligations under this
Agreement, shall be provided to the City free and clear of any and all restrictions on or
conditions of use,transfer,modification,or assignment,and shall be free and clear of any
and all liens,claims,mortgages,security interests,liabilities,charges,and encumbrances of
any kind.
26. Compliance with Tax Laws
A. Architect must,throughout the duration of this Agreement and any extensions,comply with
all tax laws of this state and all applicable tax laws of any political subdivision of the State of
Oregon. For the purposes of this Section, "tax laws" includes all the provisions described
in subsection 25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this
Agreement. Further, any violation of Architect's warranty, in subsection 25.0 of this
Agreement, that the Architect has complied with the tax laws of the State of Oregon and
the applicable tax laws of any political subdivision of this state also shall constitute a material
breach of this Agreement. Any violation shall entitle the City to terrninate this Agreement,
to pursue and recover any and all damages that arise from the breach and the termination of
this Agreement,and to pursue any or all of the remedies available under this Agreement,at
law,or in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing
to Architect,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory
or injunctive relief. The City shall be entitled to recover any and all damages suffered
as the result of Architect's breach of this .agreement, including but not limited to
direct,indirect,incidental and consequential damages,costs of cure,and costs incurred
in securing a replacement Architect.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City
may pursue any remedy or remedies singly, collectively, successively, or in any order
whatsoever.
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27. 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. Architect, by the signature of its authorized representative, hereby
acknowledges that he/she has read this Agreement, understands it and agrees to be bound by
its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Architect has executed this Agreement on the date hereinabove first written.
Approved by Tigard's Local Contract Review Board: June 14,2016.
CITY OF TIGARD ARCHITECTS ,ash 1��7�'✓"�� ��'�
By: Marty Wine,City Manager 44ALuthorized Contractor Representative
is
Date Date
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EXHIBIT 1
SCOPE OF SERVICES
The City needs a consultant team to study alternatives for growth,projected use of,and placement of
a City-owned Civic Center. The city owns and is a tenant on many properties,some adequate for their
use,others inadequate in size or location for their function and operations. This work will be used to
determine what services and staff will be located on the proposed Civic Center site.
The scope also includes studying the potential inclusion of a future recreation center and performing
arts center. The planning process is intended to be comprehensive and lead to adoption of a Civic
Center Visioning Plan that will provide the framework for a 2017 bond measure. The plan will also
inform facilities planning for 20 years. The final report will incorporate cost estimates, including
associated infrastructure, for recommended future Civic Center facilities. Work tasks under this
Agreement include:
• Review and confirm existing data/reports
• Recommendations to maximize city functions on the proposed Civic Center site,given projected
patterns of growth, best practices and anticipated changes in the way cities deliver services.
Supportive information for a preferred alternative will include research,best practices precedents
from other/like cities, survey feedback from existing residents and financial data to support
findings and recommendations
• Engage City staff for input on needs, standards,and priorities
• Service Analysis: The city is looking to the selected consultant to research trends and anticipated
changes in delivery of services related to future growth, citizen expectations, and technological
advances
• Incorporate issues identified with the Building Conditions Assessment (done under separate
contract with Facilities) into the proposal. These will include long-term operational risks of
maintaining City-owned facilities at their current locations (e.g. building deficiencies, hazards,
seismic analysis, O&M, life cycle costs, accessibility, need and potential for expansion or
renovation)
• Identify any natural or man-made hazards of siting the proposed Civic Center facilities at the
current town hall location. (e.g. floodplain, seismic/liquefiable soils, hazardous material storage,
steep slope/landslide,wild land fire, security risks
• Identify strategies that will maximize the continuity of operations for City-owned facilities. (e.g.
relocate outside of hazard areas, seismic retrofit,backup power,risk mitigation measures)
• Include opportunities for purchase of adjacent properties
• Provide phasing opportunities for city staff based on the findings of the visioning plan. Include
opportunities for Urban Renewal efforts with small business owners
• Develop and implement a stakeholder engagement plan during the planning process (expand to
include check-ins, drafts and interaction with internal city stakeholder committee and citizens)
• Once a preferred path forward is identified, assist with a public relations strategy for the city to
achieve public support of a major bond measure
• Presentation of proposed plan to City Council
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EXHIBIT B
ARCHITECT'S HOURLY RATE
MWA Architects
Hourly Rate
Principal $ 225.00
Debt PM $ 145.00
Architect 2 $ 125.00
Design Staff 2 $ 100.00
Graphic Designer $ 95.00
Administrative $ 80.00
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