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Unite Oregon ~ C170088 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM ('THIS FORMMUST ACCOMPANYEYERY CONTRACT) ��� Contract Title: Main;lI-anno Cleanup Activities Number: Contractor: 1 rite OL"n t,untract'T'otal: $10.00U Contract Ch-ervievL{: (-omtnunit� Fn gement for Matn.+anno(.lean= Activlt ies 1't..ork funded br EPA B r aR-tield 01-2- Initial Risk Level. - ❑ 1:.xtreme ❑ I hgh ❑ Mc,drrare l.acaw Risk Reduction.Steps: f rms -=is a nun-profit inanization that will,conduct cummunitl a , gement Risk Comments: Driving is an incidental part of the contract-GIS.with redtuccd ltrrin., of S 1'1t, c i,antra t.� most closely described a business ccinsultant,OK with SEM/M.1 GT.. U.)w risk wcjrk WC reduced coverage w t4de but sufficient fi,f:our purposes,OKwith�Y,\I. Risk -} S1gna,tdre' .•` / y# " a •ry Contract Manager: Sean 1~altd Fla: '2420 Department: 3-00 TIITpe:: ❑ Purchase Xgreement ❑ Personal Ser\ice ❑ GeneralItiI rvice E] Public Itnrove lent Other `7 : Professional 5ervicr Start Date: 11311-1 End Date: S o Quotes Bids',Proposal: FIRM AMOUNT/Sc•on Direct.tlppoint ,,- Account Strtna: Fund=Divisi!�n-&.j;oWU OV,rk Order-ActiY4 T3 a Amount FY l.ri 040-8000-56005 - 9701301-140 tis 0oO FY 1 14-0-8000-56005 9701302-140 000 FY FY FY Approvals - LCRB Date: Department Comments: Department Signiature: Purchasing Comments: _- Purchasing Signature: C=ite :NEan.agcr 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 C nw Kr TIGAm AGENCY CENTER DEVELOPMENT AGENCY PROFESSIONAL SERVICES AGREEMENT MAIN/FANNO PUBLIC ENGAGEMENT THIS AGREEMENT,made and entered into this 13'day of April, 2017 by and between the City Center Development Agency of the City of Tigard,a municipal corporation,hereinafter referred to as the "Agency," and Unite Oregon,hereinafter referred to as the "Consultant." RECITALS WHEREAS, the Agency's Fiscal Year 2016-2017 budget provides for community engagement services for the Main/Fanno cleanup project;and WHEREAS,the City Center Development Agency of the City of Tigard received two cleanup grants from the U.S. Environmental Agency to clean up the Main Street/Fanno Creek (Saxony) site;and WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and essential to the program of the Agency;and WHEREAS,Consultant agrees to comply with any requirement provided in the EPA Work Plan and Cooperative Agreement included Attachments C and D;and WHEREAS, the Agency desires to engage the Consultant to render professional 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 environmental 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 August 15, 2019 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 Ten Thousand and No/100 Dollars ($10,000.00)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 will not be adjusted unless the Scope of Services to be provided by the Consultant changes and is authorized and accepted by the Agency. 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 Agency shall release the Agency 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 Agency, the Consultant shall furnish or acquire for the Agency 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 fizrnish 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 Agency. The Consultant shall complete work and cost records for all billings on such forms and in such manner as will be satisfactory to the Agency. E. Contract Identification The Consultant shall furnish to the Agency its employer identification number, as designated by the Internal Revenue Service, or social security number, as the Agency deems applicable. 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 Agency certifies that sufficient fiords are available and authorized for expenditure 2 1 Page 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 lien or claim to be filed or prosecuted against the Agency 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,Agency 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 Agency 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 Agency shall have unlimited authority to use the materials received from the Consultant in any way the Agency deems necessary. B. The Agency 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 Agency from any other public agency or body. C. The Consultant shall furnish to the Agency, copies of all maps, records, field notes, and soil tests which were developed in the course of work for the Agency and for which compensation has been received by the Consultant at no additional expense to the Agency except as provided elsewhere in this Agreement. 5. Assignment/Deletion 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 patty has so consented If Agency 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 Agency of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and Agency. 6. Consultant is Independent Contractor A. The Agency'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 Agency. Consultant 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. 31Page B. Consultant is an independent contractor and not an employee of Agency. Consultant acknowledges Consultant's status as an independent contractor and acknowledges that Consultant is not an employee of the Agency for purposes of workers compensation law, public employee benefits law, or any other lave. All persons retained by Consultant to provide services under this contract are employees of Consultant and not of Agency. Consultant acknowledges that it is not entitled to benefits of any kind to which a Agency 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 Agency for any purpose, Agency 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 Agency or third parry) as a result of said finding and to the full extent of any payments that Agency 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 Agency or any partnership or corporation in which an Agency 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 Agency as those terms are used in ORS 30.265. 7. Indemnity A. The Agency has relied upon the professional ability and training of the Consultant as a material inducement to enter into this Agreement. Consultant represents to the Agency 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 Agency shall not operate as a waiver or release. Acceptance of documents by 4 ` Page Agency does not relieve Consultant of any responsibility for design deficiencies,errors or omissions. B. Claims for other than Professional Liability. Consultant agrees and shall indemnify, defend, save and hold harmless the Agency, 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 Agency, 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 Agency in which the Agency'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 Agency in performance of this contract. A claim for other than professional responsibility is a claim made against the Agency in which the Agency'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 Agency 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 Agency and that any other insurance maintained by Agency 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: 51Page 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 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 $2,000,000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage (Any one fire) $50,000 B. Professional Liability 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$1,000,000 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 Agency its officers, employees, agents and representatives as additional 6 1 Page 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 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 Agency. All policies of insurance must be written by companies having an A.M.Best rating of"A-VII"or better,or equivalent. The Agency reserves the right to reject all or any insurance carder(s)with an unacceptable financial rating. H. Self-Insurance The Agency understands that some Contractors may self-insure for business risks and the Agency 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 Agency. The Agency 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 famish a Certificate of Insurance to the Agency. No contract shall be effective until the required Certificates of Insurance have been received and approved by the Agency. 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 Agency as those terms are used in ORS 30.265. K. Primary Coverage Clarification 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 Agency is excess and not contributory insurance with the insurance required in this section. 71Page 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 Agency certifying to the issuance of such insurance will be forwarded to: City of Tigard Atm Contracts and Purchasing Office 13125 SW Hall Blvd Tigard, Oregon 97223 At the discretion of the Agency, 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, Agency shall have the right in its sole discretion, to terminate this Agreement by giving notice to Consultant. If Agency terminates the contract pursuant to this paragraph,it shall pay Consultant for services rendered to the date of termination. 10. Termination With Cause A. Agency may terminate this Agreement effective upon delivery of written notice to Consultant, or at such later date as may be established by Agency,under any of the following conditions: 1) If Agency 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 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. 81Page B. Agency, 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 fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from Agency, fails to correct such failures within ten days or such other period as Agency may authorize. 3) If Consultant fails to eliminate a conflict as described in Section 14 of this agreement. The rights and remedies of Agency 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 Agency 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 Agency 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 Agency 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: CCDA OF CITY OF TIGARD UNITE OREGON Attn: Sean Farrelly Attn: Cassie Cohen Address: 13125 SW Hall Blvd. Address: 12625 SW Broadway,Suite 200 Tigard,Oregon 97223 Beaverton, OR 97005 Phone: (503) 503-718-2420 Phone: (503) 287-4117 Email: seanntigard-or.Wv Email: cassienu,uniteoregon.org 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 9 1 Page 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 Agency requires that services provided pursuant to this agreement shall be provided to the Agency by a Consultant, which does not represent clients on matters contrary to Agency interests. Further, Consultant shall not engage services of a Consultant and/or other professional who individually,or through members of his/her same firm,represents clients on matters contrary to Agency interests. Should the Consultant represent clients on matters contrary to Agency 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 Agency interests, Consultant shall consult with the appropriate Agency representative regarding the conflict. After such consultation, the Consultant shall have 30 days to eliminate the conflict to the satisfaction of the Agency. 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 Agency 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 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 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. 10 1 Page 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 Agency's Project Manager may authorize extra (and/or change) work. Failure of 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,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 Agency 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 Agency, 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 111 Page 25. Conditions of Suping A Public A=gy Where applicable, seller must make payment promptly as due to persons supplying Consultant labor or materials for the execution of the work provided by this order. Consultant shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Consultant further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 26. Hours of Labor If labor is performed under this order,then no person shall be employed for more than eight(8) hours in any one day, or forty (40) hours in any one week, except in cases of necessity, or emergency or where the public policy absolutely requires it, and in such cases, except cases of contracts for personal services as defined in ORS 279A.055,the labor shall be paid at least time and a half for all overtime in excess of eight (8) hours a day and for all work performed on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for personal services as defined in ORS 279A.055,any labor shall be paid at least time and a half for all hours worked in excess of forty (40) hours in any one week, except for those individuals excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209. 27. Medical Care and Workers'Compensation Consultant shall promptly, as due,make payment to any person, co-partnership, association or corporation, famishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury, to the employees of such Consultant, of all sums which the Consultant agrees to pay for such services and all moneys and sums which the Consultant collected or deducted from the wages of the employees pursuant to any law, Consultant agreement for the purpose of providing or paying for such service. 28. Debarment Consultant represents and warrants that it and its subcontractors are not debarred,suspended, or placed in any ineligibility status under the provisions of 24 CFR 24(government debarment and suspension regulations). 29. Trafficking Consultant, consultant's employees, subcontractors under this award, and subcontractor employees may not engage in severe forms of trafficking in persons during the period of time that the award is in effect; procure a commercial sex act during the period of time that the award is in effect;or use forced labor in the performance of the award or sub-award under the award. 30. Non-Discrimination&DBE/MBE/WBE Consultant shall not discriminate on the basis of race, color, national origin or sex in the performance of the awarded contract. Consultant, and any subcontractor(s), agrees to comply with the requirements of EPA's Program for Utilization of Small,Minority,and Women's Business Enterprises (MBE/WBE) in procurement under assistance agreements,contained in 40 CFR,Part 33. 12 1 Page Consultant,and any subcontractor(s), shall ensure that a good faith implementation of the six good faith efforts for procurement from all types of Disadvantaged Business Enterprises (DBE) is in place prior to any work under the awarded contract. Good faith efforts must be make whenever procuring construction, equipment, services, and/or supplies under an EPA financial assistance agreement. Documentation demonstrating that these six good faith efforts have been taken must be retained for the project's files. The six good-faith efforts in soliciting subcontractors shall be as follows: A. Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State, and Local Government recipients,this includes placing DBEs on solicitation lists and soliciting them whenever they are potential sources. B. Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules,where the requirements permit,in a way that encourages and facilitates participation by DBEs in the competitive process.This includes,whenever possible,posting solicitations for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date. C. Consider in the contracting process whether firms competing for large contracts could subcontract with DBEs. This may include dividing total requirements,when economically feasible,into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. D. Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle individually. E. Utilize the services of the Small Business Administration(SBA) and the Minority Business Development Agency of the Department of Commerce. F. Require the sub-contractors to take these six good-faith efforts in subcontracting with Disadvantaged Business Enterprises for any secondary subcontract that they let. 31. Lobbying Consultant, and any subcontractor(s), agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. The successful contractor shall include the language of this provision in award documents for all subcontracts exceeding $100,000, and require that subcontractors submit certification and disclosure forms accordingly. In accordance with the Byrd Anti-Lobbying Amendment, any contractor who makes a prohibited expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure. Consultant shall ensure that no grant funds awarded under the subsequent contract are used to engage in lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. Consultant shall abide by OMB Circular (A-21,A-87, 13 1 Page or A-122), which prohibits the use of Federal grant funds for litigation against the United States or for lobbying or other political activities. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) — Contractors who apply or bid for an award of more than$100,000 shall file the required certification. Each tier certified to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Contractor. [61 FR 6067,Feb. 15, 1996,as amended at 72 FR 2427,Jan. 19, 2007] 32. 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 W IEREOF,Agency 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 CENTER DEVELOPMENT AGENCY UNITE OREGON By: Sean Parrelly,R4velopment Project ManagerBy uthorized Contractor Representative Date Date 14 1 Page EXHIBIT A SCOPE OF SERVICES The Consultant shall render professional services as described below: Scoping: Identify unique outreach needs from culturally-specific perspectives. A. Planning: Help design activities for 1 neighborhood event (April 2017) and 2 public health events with the goal to have 20-25 people attend each of the events. 1. Determine opportunities for the public to envision what health community space surrounding the site would look like and how it would be used. B. Recruitment and outreach: o Targets: ■ Unite Oregon Tigard members •Tigard Latino Volunteer Network ■Library ■Muslim Education Trust ■Faith-based institutions ■Affordable housing complexes ■Nonprofits ■ Culturally-specific stores ■ School groups C. Events o Help coordinate events with Oregon Health Authority and City of Tigard/CCDA o Be present at and provide support to all 3 events D.Youth training: Support the CCDA of the City of Tigard to design an educational site-visit using popular education model and also learning from what has been done in previous years. 15 1 Page EXHIBIT B CONSULTANT'S PROPOSAL 16 1 Page