Loading...
Otak, Inc ~ C170078 City of Tigard January 16, 2020 Otak, Inc. Attn: Kevin Timmins 808 SW 3`d Ave Ste 300 Portland, OR 97204 REF.: On-Call Services: Stream Channel&Outfall Engineering&Analysis;Architectural Services; Landscape Architectural Services Period: February 1,2020 through January 31,2021 CONTRACT NOTICE OF AWARD—RENEWAL Contract#C170078 Dear Mr.Timmins The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its second (2) one-year extension to the Contract effective from February 1, 2020 through January 31, 2021. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. You may keep a copy for your records. The City looks forward to doing business with Otak,Inc. Sincerely, Jamie Greenberg Purchasing Assistant 503-718-2492 jamie@tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements,terms, and conditions as set forth in the aboi�s;� eferenced ontract. Company: Otak,Inc. Signed. Date: January 16,2020 Printed: Kevin Timmins,VP Q i City of Tigard January 9 , 2019 Otak, Inc . Attn: Kevin Timmins 808 SW 31:d Ave Ste 300 Portland, OR 97204 REF . : On- Call Services : Stream Channel & Outfall Engineering & Analysis ; Architectural Services ; Landscape Architectural Services Period : February 1, 2019 through January 31, 2020 CONTRACT NOTICE OF AWARD - RENEWAL Contract # C170078 Dear Mr. Timmins The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/ extension clause contained in the terms and conditions of the Agreement, desires to exercise its first (1) one- year extension to the Contract effective from February 1 , 2019 through January 31, 2020 . This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days . You may keep a copy for your records . The City looks forward to doing business with Otak, Inc. Sincerely, Jamie Greenberg Purchasing Assistant 503 - 718-2492 jarnie@tigard-or.gov I /We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements, terms_, and conditions as set forth in the above refer e ce`d�C]ontra Company: _ 0 +0' 1 0' 1� � LV\ Signed: Date : .17 L/ l Printed: CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM THIS FORM MUST ACCOMPANY EVERY CONTRACT Contract Title: .ASA—On-Call Services Stieam Channel& Outfall Engtneeruig& •Anal.;.:krchite.ctmal Services;, `? Landscape Atclutectural Seicices N'timber. Contractor Otak, Inc. Contract Total: N/_-� Contact Oven iewOn-Call Contract 16 Stream Channel& Outfall Engineering&Anall sis 3.2 Landscape 2'itchttectmal Services 3.3 Archite.ctutal Services Itutial Risk Level: ❑ Extreme ❑ High 0 Moderate ❑ Low Risk.Reduction Steps: Following Risk Matnx. : ny issues vill be addressed on a project need basis at time. PO is issued Risk.Comments Risk Signature Contract Alanaget: Q. ," t 1'iwitk. Ext: Department: PWVEngineering Type. ❑ Purchase.:Agreement ❑ Personal Setvice ❑ General Service ❑ Pubhc Improvement ❑ IGA ❑ Other: Architecting Sys. State Date 3/7/17 End Date: 1/31/19 Quotes/Bids/Proposal FIRM AMOUNT/SCORE On-call CABS process .Accoum String: Fund-Division-Account Work Order—Activity•Tkpe Amount FY PO will deteimuie FY FY Apure- LCRB Date: February 14.2017 Department Comments: Department Signature: Ptnchasing Comments: I'mchasing Signature: Clin Manager Comments ' � f City Manager Signature After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. Contract Numbe i CITY OF TIGARD,OREGON ARCHITECTING SERVICES AGREEMENT ON-CALL SERVICES STREAM CHANNEL&OUTFALL ENGINEERING&ANALYSIS ARCHITECTURAL SERVICES LANDSCAPE ARCHITECTURAL SERVICES THIS AGREEMENT, made and entered into this Th day of March, 2017, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Otak, Inc., whose authorized representative is Kevin Timmins, 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 on-call stream channel and outfall engineering services as well as on-call architectural and landscape architectural sen-ices for various projects; and WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and essential to the public works improvement program of the City; and WHEREAS, the City desires to engage the Architect to render professional on-call stream channel and outfall engineering sen-ices as well as on-call architectural and landscape architectural services for various projects as 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 on-call stream channel and outfall engineering services as well as on-call architectural and landscape architectural services for various projects 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, or January 31,2019. The City and Architect may agree upon two additional one (1) year extensions to this .agreement. All work under this Agreement shall be completed prior to the expiration date. 3. Architect'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 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 sen-ices and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in this .ggreement. No task order assigned under this Agreement may exceed $100,000 at any point, including all change orders assigned to that particular task order. 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 Sen-ices to be provided by the Architect changes and is authorized and accepted by the City. B. Pa=ent 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 b;r the City shall release the City from any further obligation for payment to the Architect for sen-ice 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 sen-ice. 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 sen-ices or materials for work covered under this contract. Architect shall not permit any lien or claim 2 1 P a g e to be filed or prosecuted against the City on any account of any ser..-ice or materials furnished. 6) If Architect fails, neglects or refuses to make prompt payment of any claim for labor, 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 as well as storage device such as thumb drive or sd card in "DWG" or"DXF" format, of the original drawings of the work. The City shall have unlimited authority to use the materials received from the Architect in any way the City deems necessary. B. The Cita- 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 vnitten 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 law, 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 31Page 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 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 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, 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 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. Architect is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. Indernnity 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 Architecting 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 or state administrative agencies.. If any aspect of this indemnity shall 4 1 P a g L 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 2010 1185 or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $3,000,000 Products-Completed Operations aggregate $2,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $2,000,000 Fire Damage (Any one fire) $50,000 B. Professional Liability 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, 5 1 Page error or omission in the rendering of or failure to render Professional Sen-ices. 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 oumed, hired, and non-ov.-ned 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. G. Insurance Carrier Ratixur 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 ha-%-ing an A.M.Best rating of"A-VH" or better, or equivalent. The City reserves the right to reject all or any insurance canier(s)with an unacceptable financial rating. 6 Page H. Self-Insurance The City understands that some Contractors may self-insure for business risks and the Cit; v ll consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If the Contractor is self-insured for commercial general liability or automobile liability insurance the Contractor must provide evidence of such self-insurance. The Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. L Certificates of Insurance As evidence of the insurance coverage required by the contract, the 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 proN isions 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 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 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. 7 1 P a g e 9. Termination Without Cause At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by gh ing notice to Architect. If City terminates the contract pursuant to this paragraph,it shall pay Architect 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 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. 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. 8 1 P a g c 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 Malting 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 OTAx,INC. Attn: Lori Faha PE Attn: Kevin Timmins Address: 13125 SW Hall Blvd. Address: 808 SW Third Ave Ste 300 Tigard, Oregon 97223 Portland OR 97204 Phone: (503) 718-2759 Phone: (503)415-2340 Email: lorifntigard-or.gov Email: kevin.timminsna otak.com and when so addressed, shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving written notice pursuant to this paragraph. 13. Merger This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 14. Professional Services The City requires that services provided pursuant to this agreement shall be provided to the City by an 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/her same firm,represents clients on matters contrary to City interests. 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 ( ) 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. 9 Page 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 -with the Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws. 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 waiv er of allright 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. 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. 10 1 P a g c 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. Complete Agreement This Agreement, including the exhibits, is intended both as a final expression of the Agreement bem-een 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. Awarded by Tigard's Local Contract Review Board at their February 14,2017 business meeting. CITY OF TIGARD OT INC. %.a - 1 By:Marty Wine, City Manager By:Autho ' ed Contractor Representative 20/7 3 - I3 - 7,011 Date Date 11 Page EXHIBIT A SCOPE OF SERVICES The Architect shall render professional engineering and architectural services for the following: Stream Channel & Outfall Engineer & Analysis: Soil, geologic and geomorphic assessments of stream channel, streambank and slopes for stability and erosion issues; development and analysis of stabilization, repair and restoration options; outfall pipe/culvert condition and damage assessments; final design, permitting, bid phase services,and construction phase services for smaller stream and outfall repair projects. Architectural Services: Analysis, conceptual plan development, assist public involvement, cost estimating, plan and design documents for bidding, FF&E selection assistance, construction services, and operations technical support. Landscape Architecture Services: Analysis, planning, concept design, and cost estimating for parks, trails, stormwater LIDA facilities, public outdoor spaces and other landscape features; final design, bid phase services, and construction phase services for smaller such projects. Work shall be as described below,which demonstrate the broad and diverse range of services the City may contract for,not the scope of a typical Task Order. A. Project Management 1. Fork Scope and proposal development assistance for a particular task order. 2. Prepare and maintain the project schedule, and manage consultant staff and subconsultants to meet schedule project milestones. 3. Schedule and conduct project meetings and prepare agendas and meeting notes. 4. Prepare monthly progress reports,invoices, and cost versus budget vs percent complete reports. B. Concept Planning and Architecting 1. Research"as-built"records and other historical data. 2. Perform technical evaluations, literature research, field investigations, mathematical analyses, computer modeling, permitting agency coordination, and/or other work to determine current conditions and potential constraints and fatal flaws affecting the permitting or construction of a future project. 3. Identify and evaluate concept level project alternatives and prepare conceptual designs and cost estimates for future projects. 4. Create project design criteria and/or performance criteria for future projects. 5. Update existing utility master plans. 6. Participate/Lead public meetings to forward conceptual design and solicit public input. C. Preliminary and Final Design 1. Prepare preliminary (30%, 60%) and final (90%, Final) project designs, drawings, and specifications based upon City Standards, ODOT Standards, Clean Water Services Standards and/or other standards, including preparing supplemental general conditions and special provisions. Prepare Architects Estimates and Bid Documents. 2. Perform specialized field investigations such as soil borings and other geotechnical investigations,water quality sampling, open channel flow measurements, pavement management 12 1 Page surreys, pipeline condition assessments and leak studies, traffic and pedestrian studies, speed studies, and signal timing evaluations. 3. Conduct design review meetings, document and distribute review comments, and revise designs, drawings, specifications,and contract documents as needed. 4. Perform field and topographic surveys to support concept designs and/or final design and drawing preparation. 5. Prepare environmental reviews and documentation, environmental permit application submittals, and permitting agency coordination. 6. Prepare documents and maps for right-of-way, easement, and property acquisitions, and assist with title work and negotiations. D. Construction Architecting and Field Services 1. Perform surveying services as requested during construction. 2. Perform as-built surreys, establish final survey monuments per County standards, and file official maps with the City or County as needed. 3. Protide on-site Architecting and inspection support during construction, including field evaluation of specification compliance, submittal reviews, change order reviews, design revisions, billing and quantity reviews, construction management, and value Architecting reviews. 4. Prepare hard copy and electronic as-built record drawings following construction completion. E. Investigations, Studies,Analyses and Other Consulting 1. Cost of service analyses (e.g.,rate studies and evaluations) 2. Environmental studies, assessments, reports, and submittals such as wetland delineations, mitigation plans, and Joint Permit Applications 3. Regulatory compliance studies and submittals such as Water Management and Conservation Plans, annual water rights reports, mixing zone studies, and Americans with Disabilities Act (ADA) compliance assessments 4. Seismic and structural analuses 5. Forensic investigations and analyses 6. Computer Applications support services (GIS, GPS,AutoCad). 7. Traffic flow and safety analyses 8. Walking,bicycling, and transit compatibility analyses 9. Groundwater 13 Page EXHIBIT B ARCHITECT'S PROPOSAL BILLING RATES FOR 2017 Fork Discipline Rate PIC/Sr. PDT Architecture $225 Sr. PDI—Architecture $165 Project DAanager/Design $120 Architect IV $125 Architect III $114 Architect II $100 Architect I $94 Architectural Tech V $105 Architectural Tech IV $93 Architectural Tech III $82 Architectural Tech II $72 Architectural Tech I $65 3D/Visualization Spec II $101 Sr. PIC/Sr. PDI Civil $230 P IC/Sr. PDI Civil $195 Civil Engineer X $169 Chil Engineer IX $159 Civil Engineer VIII $145 Civil Engineer VII $135 Civil Engineer VI $126 Civil Engineer V $119 CM1 Engineer IV $108 Civil Engineer III $102 Civil Engineer II $90 Civil Engineer I $83 Engineering Designer V $111 Engineering Designer IV $95 Engineering Designer III $83 Engineering Designer II $78 Engineering Designer I $69 Engineering Tech VI $107 Engineering Tech V $94 Engineering Tech IST $82 Engineering Tech III $72 Engineering Tech II $64 Engineering Tech I $56 Sr. PIC/Sr.PDA LA/Dist Pln $225 PIC/Sr. PDI LA/Master Plan $180 Landscape Architect V $115 Landscape Architect IV $105 Landscape Architect III $100 Landscape Architect II $90 Landscape Architect I $80 14 Page Work Discipline Rate Landscape Technician III $89 Landscape Technician II $69 Landscape Technician I $62 Urban Designer V $159 Urban Designer IV $140 Urban Designer III $118 Urban Designer II $111 PIC/Sr. P11i Planner $225 Sr. PM,Planner H $174 Sr Proj. Digr. -Planner I $149 Planner III $128 Planner II $100 Planner I $79 Planner Associate IN' $94 Planner Associate III $82 Planner Associate II $75 Planner Associate I $61 Sr. GIS Specialist Planner $89 GIS Specialist—Planner $76 Planning/GIS Intern $54 PIC/Scientist $180 Scientist V $135 Scientist IV $123 Scientist III $112 Scientist II $75 Scientist I $62 Environmental Specialist $115 PIC/PLS - Sr. Manager $195 PLS Sr. Manager $150 PLS-Project Manager $120 Sr PLS $115 Professional Land Surveyor $106 Survey Technician $86 Srv-Tch II, Sr. Fid Pr Ch $85 Sr. Field Survey Tech II $75 Sr. Field Survey Tech I $60 Field Survey Tech $55 Contract Admin $100 Project Admin.Asst $68 Graphics Specialist $90 Rates will be adjusted yearly at approximately four (41/6) percent. All other direct costs and subconsultants will be charged at cost plus five (51/o) percent. Other direct costs for fixed price contracts u-ill be five (5%) of direct labor. 15 _ Page