Resolve Architecture And Planning ~ C180016 City of Tigard
CONTRACT CHANGE ORDER/.-a ` 13125 SW Hall Blvd.
" a. ' Tigaitd,Oregon 97223
.AMENDMENT SUMMARY"':,;".Y;A" Phone-(503)639-4171
1.• . FIELD CHANGE ORDER FORM Fax-(503) 684-7297
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Project Title: Public Space Concept Design Project Manager: Sean Farrell
Contractor: ReSolve Architecture and Planning Ori ' al Contract #:C180016
Effective Dates: 8/21/17-6/30-19 Chane Order/Amendment Amount: $1,398
Accounting Strin :940-9000-54001 Amendment Percentage Running Total: 121 %
AMENDMENT DETAII.S
Consultants will perform additional work on the concept design,including attending public meetings
CHANGE ORDER DETAILS UNIT QTY UNIT$ NOTAL$
Amended Contract $11,410
Amendment#3 $1.398
Total $12,808
REASONING FOR CHANGE ORDER/AMENDMENT
Additional tasks needed
BUDGET`I.MPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER ROVING CITY STAFF
Signature Signature
v
Date m' 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
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CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
PUBLIC SPACE CONCEPT DESIGN
9110 SW BuANHAM ST
C180016
AMENDMENT#3
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and ReSolve Architecture and Planning, hereinafter referred to as Contractor, entered into on the 14th
day of September,2017,is hereby amended as follows:
3. Architect's Fee
A. Basic Fee
total amount paid to the Consultant but the City shall not exceed
I'�elve Thousand Eight Hundred Eight and No/100 Dollars
($12,808.00) if all tasks are complete.
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 IG RESOLVE ARCHITECTURE AND PLANNING
SignAle Signattj
F YNN
Printed Name Printed Name
6)- 1. /Z. Zola
Date Date
Jamie Greenberg
WM
From: Sean Farrelly
Sent Tuesday,September 11,201810:46 AM
To: Jamie Greenberg
Subject: FW:Universal Plaza (Contract No.C180016) - Request for Additional Services
Sean Farrelly
Redevelopment Project Manager
City of Tigard/Town Center Development Agency
13125 SW Hall Blvd.
Tigard, OR 97223
503-718-2420
From:John Flynn <johnflynn@resolvearchitecture.com>
Sent: Friday,September 7,2018 3:11 PM
To:Sean Farrelly<Sean @tiga rd-or.gov>
Subject: Universal Plaza (Contract No.C180016)-Request for Additional Services
Sean—
As a follow-up to our conversation earlier this week,we are sending this request for an amendment to our current
contract to cover these additional services:
1. Additional public outreach-4 hours.
2. Additional consulting hours from Civilis Consultants(Michele Reeves)on programming and activation for the
proposed public space. This will assist in developing the report(s)requested by the TTCDA at their meeting of 9-
4-18.
Breakdown of fees for the above:
1. (4 hrs)($135/hr)_$540
2. (4 hrs)($195/hr)_$780
• 10%mark-up on consultant services=$78
Total amendment amount requested = $1,398.
Sean, please let me know if you need any additional information. Thanks.
— John
John R. Flynn AIA NCARB LEED®AP
RES O LV E ARCHITECTURE+ PLANNING
503.939.5130
www.resolvearchitecture.com
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
PUBLIC SPACE CONCEPT DESIGN
9110 SW 13URNHAM ST
C180016
AMENDMENT#2
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and Resolve Architecture and Planning,hereinafter referred to as Contractor,entered into on the 14th
day of September,2017,is hereby amended as follows:
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 nr{vnft-%,4 4t4 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 T RESOLPE CHITECTURE AND PLANNING
t
Signature Signamvgf
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Printed Name Printed Name
Date Date
City of Tigaid
CONTRACT CHANGE ORDER/ 13125 SW Hall Blvd.
AMENDMENT SUMMARY 1d,Oregon 97223
Phone-(503)639-4]71
FIELD CHANGE ORDER FORM Fax-(503) 684-729;
im.
I A S y%,a.d td or-g
Project Title: Public Space Concept Design Project Manager: Sean Farrell
Contractor: ReSolve Architecture and Planning Original Contract#:C180016
Effective Dates: 8/21/17-6/30-18 Chane Order/Amendment Amount: $5,610
Accounting Stria :940-9000-54001 Amendment Percentage Running Total: 96.7 %
LM ,AMENDMENT DETAas
Consultants will perform Phase 2 work for the concept design,including an open house and Council meeting
CHANGE ORDER DETAILS UNIT QTY UNIT$ 'TOTAL$
Original Contract $5,800
Amendment $5,610
Total $11,410
REASONING FOR CHANGE ORDER/AMENDMENT
This is a the second phase of the original contract
BUDGET IMPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER LAPP ING CITY STAFF
Signature Signature
Q
- -- -,o, Date Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules,regulations,and laws that may be in effect for the 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
AmBNDumT TO CONTRACT
PuBuc SpACE CONCEIT DFsiGN
C180016
AMENDMENT#1
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City,and ReSolve Architecture and Planning,hereinafter referred to as Consultant,entered into on the 141 day
of September,2017,is hereby amended as follows:
3. COMPENSATION
The total amount paid to the Consultant by the City shall not exceed
I ($5,800.99)_Eleven Thousand Four Hundred Ten and No/100 Dollars
11410.00).,if all tasks are complete.
EXHIBIT 1
SCOPE OF SERVICES
The following shall be included in the Scope of Services for this project and included under the new
compensation for the Consultant's work on the project:
PHASE 2
Task 1 Gather Feedback
1.1 Review City Council feedback with you and other City officials and identify areas of focus for
advancing the design (2 hours / 1 meeting)
1.2 Participate in city-scheduled Open House to receive feedback from citizens and stakeholder groups
on plaza amenities (4 hours)
1.3 Review information gathered with City staff and refine objectives and next-steps for Universal Plaza
(2 hour/ 1 meeting)
DELIVERABLES: meeting notes
Task 2 AnQsis and Recommendations for plaza"activation"
2.1. Engage Michelle Reeves(http://rivihsconsultants.com/)to review the plaza location and concept and
provide comments on"activation" (12 hours,NTE)
2.2. Meet with Consultant,City staff to discuss findings in advance of the design phase (hours included in
2.1 above)
DELIVERABLES: site diagrams,narrative,meeting notes
Task 3 Site Design Modifications
3.1. Refine the master plan of concept design, including connections to Fanno Creek Park, based on
material gathered from Task 1 and Task 2 (10 hours)
3.2. Meet with City staff to review revised plan and related presentation materials (2 hours)
DELIVERABLES: minor modifications to concept design site plan
Task 4 Presentation to City Council
4.1. Present revised site plan, related graphics, stakeholder feedback, and consultant findings to City
Council(2 hours)
4.2. Civilis Consultants (Michelle Reeves)to participate in City Council presentation(hours included in 2.1
above)
DELIVERABLES:PowerPoint presentation
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,
CITYRESOLVE CHTTECTURE AND PLANNING
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Signature p Signatur4 if
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Printed Name Printed Name
4. ��. (� 1�• /d• a
Date Date
CITY OF TIGARD. OREGON-CONTRACT SUMMARY FORM
THIS FORMMUST ACCOMPANY EVERY CONTRACT
Contract Title: Public Space Concert Design Number: h11 M
Contractor: ReSolye Architecture and Plariiiing Contract Total: 55.800
Contract Oven-icw. D(n chip,concept desi-. and fea dbilit} report f(Pr Doo ntu«n t�hlic
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low
Risk Reduction Steps: Low,-r professional liabilit)-is acceptable as work is conceptual Looker autoinobAe
is acceptable as car usage is incidental
R»k C.ommetits:
Risk :signature:
Contract Manager: Scan Farrell,- 1:_-;t: 2420 _ Department: Com. Dcv.
Type: ❑ Purchase :kgrecment ❑ Personal Sen ice ❑ (;eneral Sen ice ❑ Public Improvement
IG_1 Other: _ Start Date: 8/21/17_ End Date: 6/30/18
Quotes;'Bids/Proposal: FIRM OUNT/ScoRE
ReSolh e .architecture and Planning 1
Account:string. Fund-DivisionAccount Work Order Activity Ine Amount
FY 1`-18 940-9000-54001 97021-940-130 $5.800
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments: t AL
Purchasing Signature:
Cit•;'Manager Comments:
Cit,.- Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract
CITY CENTER DEVELOPMENT AGENCY
CITY OF TIGAm,OREGON
ARCHITECTURAL SERVICES AGREEMENT
PUBLIC SPACE CONCEPT DESIGN
9110 SW BuRNHAM ST
THIS AGREEMENT,made and entered into this 14`'day of September,2017,by and between the City of
Tigard's CCDA Center Development Agency, hereinafter referred to as the "CCDA," and ReSolve
Architecture and Planning, whose authorized representative is John Flynn, and having a principal being a
registered architect of the State of Oregon,hereinafter referred to as the "Architect."
RECITALS
WHEREAS,the CCDA's 2017-18 fiscal year budget provides for architectural design services;and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and
essential to the program of the CCDA;and
WHEREAS, the CCDA 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 and shall expire, unless otherwise
terminated or extended, on completion of the work or June 30, 2018 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
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 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 Five Thousand Eight Hundred and No/100 Dollars
($5,800.00)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 CCDA.
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
CCDA shall release the CCDA 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 CCDA,the Architect shall furnish or acquire for the CCDA
the professional and technical services based on the hourly rate schedule as describcd 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 CCDA. The Architect shall complete work and cost records for all billings
on such forms and in such manner as will be satisfactory to the CCDA.
E. Contract Identification
The Architect shall furnish to the CCDA its employer identification number,as designated by the
Internal Revenue Service,or social security number,as the CCDA 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 CCDA 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 CCDA 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,materials,
or services furnished to Architect, sub-consultant or subcontractor by any person as such
claim becomes due,CCDA 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.
21
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 CCDA shall be furnished,
at no additional cost, one set of previously approved reproducible drawings, on 3 mil minimum
thickness mylar as well as portable thumbdrive in "DWG" or "DXF" format, of the original
drawings of the work. The CCDA shall have unlimited authority to use the materials received
from the Architect in any way the CCDA deems necessary.
B. The CCDA 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 CCDA from any other public agency or body.
C. The Architect shall furnish to the CCDA, copies of all maps, records, field notes, and soil tests
which were developed in the course of work for the CCDA and for which compensation has been
received by the Architect at no additional expense to the CCDA 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 CCDA 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 CCDA of any subcontractor not anything contained herein shall be deemed
to create any contractual relation between the subcontractor and CCDA.
6. Architect is Indeuendent Contractor
A. The CCDA'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 CCDA. 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 CCDA. Architect acknowledges
Architect's status as an independent contractor and acknowledges that Architect is not an
employee of the CCDA 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 CCDA. Architect acknowledges that it is not entitled to
benefits of any kind to which a CCDA 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 CCDA for any purpose, CCDA 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
CCDA or third party)as a result of said finding and to the full extent of any payments that CCDA
is required to make (to Architect or to a third party) as a result of said finding.
3 �
C. The undersigned Architect hereby represents that no employee of the CCDA or any partnership
or corporation in which a CCDA 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 CCDA as those terms are used in ORS
30.265.
7. Indem
A. The CCDA has relied upon the professional ability and training of the Architect as a material
inducement to enter into this Agreement. Architect represents to the CCDA 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 CCDA shall not operate as a waiver or
release. Acceptance of documents by CCDA 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 CCDA and 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 atrial 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. Architect agrees and shall indemnify, defend, save and hold
harmless the CCDA and 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
41
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 CCDA in which the CCDA'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 CCDA in performance of this contract. A claim for other than
professional responsibility is a claim made against the CCDA in which the CCDA'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 CCDA 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 CCDA and that any other insurance maintained by CCDA 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 Gener 1 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 Properly 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:
Coyera= 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
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 Profesional 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$1,000,000.
5 �
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' Comuensation 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 fox 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 CCDA 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 ftgrting Coverave
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 Rating
Coverage provided by the Architect must be underwritten by an insurance company deemed
acceptable by the CCDA. All policies of insurance must be written by companies having an A.M.
Best rating of "A-VII" or better, or equivalent. The CCDA reserves the right to reject all or any
insurance cartier(s)with an unacceptable financial rating.
H. Self-Insurance
The CCDA understands that some Contractors may self-insure for business risks and the CCDA 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 CCDA. The CCDA reserves the right in its sole discretion to determine
whether self-insurance is adequate.
6 � '
I. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Architect shall furnish a
Certificate of Insurance to the CCDA. No contract shall be effective until the required Certificates
of Insurance have been received and approved by the CCDA. 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 CCDA as those terms are used in ORS 30.265.
K. PrimM 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 CCDA 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 CCDA 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 CCDA,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
9. Termination Without Cause
At any time and without cause, CCDA shall have the right in its sole discretion, to terminate this
Agreement by giving notice to Architect If CCDA terminates the contract pursuant to this paragraph,
it shall pay Architect for services rendered to the date of termination.
10. Termination With Cause
A. CCDA may terminate this Agreement effective upon delivery of written notice to Architect, or at
such later date as may be established by CCDA,under any of the following conditions:
7j
1) If CCDA 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. CCDA,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 CCDA, fails to correct such failures within ten days or such
other period as CCDA may authorize.
3) If Architect fails to eliminate a conflict as described in Section 14 of this agreement.
The rights and remedies of CCDA 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 CCDA 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 CCDA 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 CCDA 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.
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12. Method and Place of Gbdag 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/CITY OF TIGARD RESOLvE ARCHrrEcTURE
Attn: Sean Farrelly Attn:John Flynn
Address: 13125 SW Hall Blvd. Address: 3742 SE Mill Street
Tigard, Oregon 97223 Portland, OR 97214 _
Phone: (503) 718-2420 Phone: 503-231-8120
Email: seanQtiggd-oror.gov EmaiL• johnflvnnOresolvearchitecture.corn
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. Me=
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 CCDA requires that services provided pursuant to this agreement shall be provided to the CCDA
by an Architect, which does not represent clients on matters contrary to CCDA 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 CCDA interests.
Should the Architect represent clients on matters contrary to CCDA 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 CCDA interests,Architect shall consult with the appropriate
CCDA representative regarding the conflict.
After such consultation,the Architect shall have 30 days to eliminate the conflict to the satisfaction of
the CCDA. 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 CCDA 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
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a claim for additional compensation. Each parry shall,however,make all reasonable efforts to remove
or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue
performance of its obligation under the Agreement"
16. Non-Disgrimination
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. 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 Redevelopment 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 unauthomed extra work and Architect thereafter shall be
entitled to no compensation whatsoever for the performance of such work.
19. Governing Law
e
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 Aptilicable 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
CCDA 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 CCDA, the State of Oregon, the federal government, or their duly authorized
representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of
funds.
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24. SeverabilitX
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. CQ=Iete Bement
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.
CCD CrrY TIGARD RESoLvE ARcH Ecnm AND PLANNwG
_T p
By: i&nnj Asher,Community Dev. Director By:4ihorized Contrac r Representative
7 q, 20. Zo r 7
Date Date
11 �
EXHIBIT 1
SCOPE OF SERVICES
The Architect shall render professional architectural services as described below:
Task 1 Project Start-up
1.1 Conduct a meeting with CCDA staff to review project schedule,scope and objectives.
DELIVERABLES:meeting minutes
Task 2 Site and Re tory Analysis
2.1 Prepare a narrative that analyzes the physical and regulatory constraints and opportunities of the site
including CCDA,City of Tigard, Clean Water Services and Corps/DSL regulations.
2.2 Meeting. Meet with CCDA staff to discuss findings in advance of the design phase
DELIVERABLES: site diagrams,narrative,meeting minutes
Task 3 Site Design and Graphics
3.1 Prepare an updated color plan rendering and three colored perspective renderings from different views of
the proposed design option.The intent is not to develop final design but to allow the CCDA to visualize the
potential merits of the design relative to the potential cost.
3.2 Meeting. Meet with CCDA staff to review. Make adjustments as required in advance of preparation of
cost estimates.
DELIVERABLES: concept design drawings (color) — plan, site section (as required), three perspective
renderings (computer-generated)
Task 4 Finalize Feasibift 5-U&
4.1 Prepare information package including plan graphics,perspectives,and narrative.
DELIVERABLES: final package as described above,in hard-copy and electronic format.
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EXHIBIT B
ARCHITECT'S PROPOSAL
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