MJOC, LLC ~ C190018 City of Tigard
CONTRACT CHANGE ORDER 13125 SW Hall Blvd.
■ ' AMENDMENT SUMMARY Tigard, Oregon 97223
Phone- (503) 639-4171
FIELD CHANGE ORDER FORM Fax- (503) 684-7297
www.tigard-or.gov
Project Title: Downtown Redevelopment Consulting Project Manager: Sean Farrell
Contractor: M OC,LLC Original Contract #:C190018
Effective Dates: 10/10/18-6/30/2021 Chane Order/Amendment Amount: $30,000.00
Accounting String: 100-3700-54001 Amendment Percentage Running Total: 250%
AMENDMENT DETAILS
Changed expiration date to 6/30/21
Added $30,000.00 to compensation
Added one new scope item to Exhibit A
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
Original Contract $28,000.00
Amendment 1: Scope change,no money
Amendment 2: Extend time
Amendment 3: added scope and compensation $40,000.00
Amendment 4: added scope and compensation $30,000.00
New contract amount $98,000.00
REASONING FOR CHANGE ORDER/AMENDMENT
Additional time and budget needed for project and scope added
BUDGET IMPACT AND REQUIRED ACTIONS
Sufficient bud et in 100-3700-54001 for FYI9-20and FY 20-21
REQUESTING PROJECT MANAGER APP VING CITY STAFF
Signature Signature
4/16/2020
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 OFT IGARD, OREWN
AMENDMENT TO CGONi"RACT
DOVIN-'OWN DEVELOPMENT CONSULTING
C1 HIS
AME DMENT ##4
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and N1JOC, LLC, hereinafter referrcd to as Contractor, entered into on the 10th day of October, 2018,
is hereby amended as follows:
. EFFECTIVE DATE AND D RATI N
This A greemenT shall become effective ippon the date of execution, and shA expke, unless otherwise
te=inated or exrended, on j une 40,, _ _ June 30, 2021. all work under this Agreernent shall be completed
prior to the expiration of this Agreement.
3. COMPENSATIOl
The City agrees to pad-Consultant in accordance with the fee schedule outlined in Exhibit+L for performance
of those services described herein and in any subsequent agreements that arise from die work under this
agreement_ The total amount paid to the Consultant by the Cite shall not exceed g-ht -, mel rt3d
Ninety-eight diousand and 00/100 Dollars (545,000.00) if all tasks are completed.
EXHIBIT A
SERVICES TO BE PROVIDED
A. Redevelopment Draft Design Bind Request For Proposal
Fina]izaFion of the RFP document,ret iiew of responses (including participadng in evaluation and meview team
meetings)
B. Development/Redevelopment Consulting
Aiaticipadjag thRt the City will enter into a public-pr nate-partriership with a private party to redevelop certain
city-owned property, Consultant will provide developmenr advice on st_raregy and deal structure.
C. On-call Redevelopment Consulting
Re-�iew pro formas and provide advice on financing and deal structure for potential public ptivate partnerships
in Tigaid's Utban Renewal Districts_
D. Downtown and Slur' Corridor TOD consulting
1. Potential New City Offices Study
• Program development for new city offices— coordination n7th project team (internal and
external).
+ Program developtnent for parking stxuccute fvt city- offices— coordination ky-ith project team
(internal and extetml).
+ Capital/Sources &Uses Analysis for cite offices etc parking structure.
• Complete C;ilk' of Tigard°s conrrol of Public Works sire.
• Site dcv elopmcnt planning for rer=indet of Public Works site. (to maximize residual Rami sales).
. Provide advice on strategic real estate acquisitions
3_ . disc on Coity Cc URA 1?xpansion :rudy
4. ' Tri-Mcf t coordination
• Burt b2m Station Location
* Hall Boulevard pedestrian crossing (and other pedestrian imp vements)
1 0DOTcoordination. Possible land transfer (land bemeen Public Wo&- site/TV-FB-R site and
railroad)
6� TOD analysis related to the light mil station areas aad alignment.
IN WITNESS WHEREOF, City has caused this Amendment to be exrcuted by its duly authorized
and igncd officer and Contractor has executed this Amendment upon signature and date listed below.
CITY of TTC.AI NIJOC,LLC
I
Signature tgnate
Printed Marne Printed Name
4/16/2020
Dale Date
pity of Tigard
CONTRACT CHANGE,GE ORDER/ 13125 SW Hall Blvd.
► v1ENDMENT' T1WIARY Tigard,Oregon 97223
Fhoie (503),639-4171
FIELD CHANGE ORDER FOS Fax-(503),684-7297
Project Title: Downtown Redevelopment Consulting Project Manager: Sean Farrell
Contractor: M OC,LLC Ori ' al Contract #:C190018
Effective Dates: 10/10/18-6/30/2020 Chane Order/Amendment Amount: $40,000.00
Accounting String: 100-3700-54001 Amendment Percenta e Runnin Total: 143%
AMENDMENT DETAILS
Added$40,000.00 to compensation
Added five new scope items to Exhibit A
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
Original Contract $28,000
Amendment 1 Scope Change no money $0
Amendment 2 Extend Time $0
Amendment 3 $40,000
New contract Amount $68,000
REASONING FUR CHANGE ORDERIAMENDMENT
Additional scope added to pursue Downtown Transit Oriented Development
BUDGET Ii4 pAr-T AND REQUT :ED ACTIONS
Sufficient budget in 100-3700-54001 for FY19-20
REQUESTING PROJECT MANAGER APpR NG CITY STAFF
Signature V, signattire
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
work. The unit pricing in the original contract shall apply to all Signature
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 TIC D,OREGON
AMENDMENT TO CONTRACT
DOWNTOWN DEVELOPMENT CONSULTING
C190018
AMENDMENT #3
"The Agreement between the Cin,ofTigard,a municipal corporation of the State of Oregon,hereinafter called
Cltx', and NI10C,LLC, hereinafter referred to as Contractor, entered into on the 10th day of October, 2018,
is hereby amended as follows:
3. COMPENSATION
The City agrees to pay Consultant in accordance with the fee schedule outlined In Exhibit A for
performance of those services described herein and in any subsequent agreements that arise from the
work under this Agreement. The total amount paid to the Consultant bN, the CM, shall not exceed
Sixty-eight thousand and OO'100 Dollars
(S68,000.001) if all tasks are completed.
EXHIBIT A
SERVICES TO BEI ROVIDED
A. Redevelopment Draft Design Build Request For Proposal
Finalization of the RF? document;review of responses (including participating in evaluation and
reN,iew team meetings)
B. Development/Redevelopment Consulting
Anticipating that the City will enter into a public-private-partnership with a private part-.\,to redevelop
certain city-owned property, Consultant -,,7111 provide development advice or, strategy and deal
structure.
C. On-call Redevelopment Consulting
Review pro formas and protide advice on financing and deal structure for potential public private
partnerships 1n 'l'1gqrd's Urban Rene-,val Districts,
D. Downtown TOD consulting
1. PotentialNev,- City Offices StridN,
a. Program development for new city offices— coordination w-uh project team (internal and
external)
1). Program dex-clopnient for parking structure for city offices --coordination \�Tlth project team
(internal and external)
c. Capital/Sources & L'scsAnah'sis for city offices &parking structure
d, Complete City OfTigard s control of public Works site
c. Site deN-elopment planning for remainder of Public kX"'orks site (to inaxiinize residual land
sales)
2. Provide advice on strategic real estate acquisitions
3. AdN=ise on Cm, Center jjjtA expansion study
4. Tri-\Iet Coordination
1 1011
a, Burnham Station Jocat'
1), 1--Iqll Boulevard pedestrian crossing (arid other pedestrian unprovcnicins)
5, 0DOTcoordination
a. Possible land transfer (land between Public\Vorks s1te/"l'NT&R site and railroad)
IN WITNE�SS WHEREOF, ('.It)r has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD MJOC,L
A-
P
I
Signature Signature
Printed Name Printed Name
91
12i r - o z (\r,- 1 �5
Date Date
EXHIBIT B
CONTRACTORs ADDITIONAL PROPOSAL
City of Tigard—Downtown Redevelopment
Prelimina",, Scope of Work
* City Offices PreliminaU Estimate: 512,500
• Program development for City Offices--coordination with project team (internal and external)
• Program development for parking structure for City Offices—coordination with project team
(internal and external)
• Capital/Sources& uses Analysis for City Offices& Parking
• Perfect Col"s control of Public Works site
• Site development planning for remainder of Public Works site (to maximize residual land sales)
* Strategic real estate acquisitions Preliminary Estimate® $5,000
* Ash & Burnham
* Kim's Embroidery Other?
* URA expansion study Preliminan,Estimate: $12,500
* Burnham corridor analvsis
* Other areas analysis
* Tri et coordination Preliminary Estimate: 510,000
• Burnham Station location
• Hall Boulevard pedestrian crossing(and other pedestrian improvements)
• Possible land transfer(land between Pubic Works sitel'I'VF&R site and railroads)—owned by
TriMet?
MJOC Quote
City of Tigard
CONTRACT CHANGE ORDER/ 13125 SW Hall;Blvd.
AMENDMENT SUMMARY I Tigard,Oregon 97223
Phone-(503) 639-4171
FIELD CHANGE ORDER FORM Fax-(503) 684-7297
www.figard-9L civ
Project Title: Downtown Redevelopment Consulting Project Manager: Kenny Asher
Contractor: MJOC, LLC Oriinal Contract#: C190018
Effective Dates: 10/10/2018 to 6/30/2019 Chane Order/Amendment Amount:
Accountin Strin : Amendment Percentage Runnin Total: %
AMENDMENT DETAILS
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise
terminated or extended, on June 30, 2 21110. All work under this Agreement shall be completed prior
to the expiration of this Agreement.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
BUDGET IMPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER APPROVING CITY STAFF
ti , y{
Sign-at ure Signature
:Date ' Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules, regulations, and laws that may be in effect for
the work. The unit pricing in the original contract shall apply to Signature
all additional work. A copy of this form, once completed, is to
be forwarded to the Purchasing Office to ensure all changes to
the encumbrances are met. Remember—the cumulative total
of Amendments cannot exceed theproject's FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
DowNTowN DEVELOPMENT CONSULTING
C190018
AMENDMENT #2
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and NIJOC, LLC, hereinafter referred to as Contractor, entered into on the 10th day of October 2018,
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 June 30, �'2f+11-9 "-'t 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.
CITYFF IG MjC, LLC
SignatLe Signk' ture
— k6f- tj 1�j A5(499L-
Printed Name Printed Name
Date Date
City of Tigard
CONTRACT CHANGE ORDER/ 13125 SW Hall;Blvd.
AMENDMENT SUMMARY I Tigard,Oregon 97223
Phone-(503) 639-4171
FIELD CHANGE ORDER FORM Fax-(503) 684-7297
www.figard-9L civ
Project Title: Downtown Redevelopment Consulting Project Manager: Kenny Asher
Contractor: MJOC, LLC Oriinal Contract#: C190018
Effective Dates: 10/10/2018 to 6/30/2019 Chane Order/Amendment Amount:
Accountin Strin : Amendment Percentage Runnin Total: %
AMENDMENT DETAILS
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise
terminated or extended, on June 30, 2 21110. All work under this Agreement shall be completed prior
to the expiration of this Agreement.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
BUDGET IMPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER APPROVING CITY STAFF
ti , y{
Sign-at ure Signature
:Date ' Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules, regulations, and laws that may be in effect for
the work. The unit pricing in the original contract shall apply to Signature
all additional work. A copy of this form, once completed, is to
be forwarded to the Purchasing Office to ensure all changes to
the encumbrances are met. Remember—the cumulative total
of Amendments cannot exceed theproject's FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
DowNTowN DEVELOPMENT CONSULTING
C190018
AMENDMENT #2
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and NIJOC, LLC, hereinafter referred to as Contractor, entered into on the 10th day of October 2018,
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 June 30, �'2f+11-9 "-'t 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.
CITYFF IG MjC, LLC
SignatLe Signk' ture
— k6f- tj 1�j A5(499L-
Printed Name Printed Name
Date Date
n City of Tigard
CONTRACT CHANGE ORDER 131.25 SVG`Hall Blvd
Tigard,Oregon 97223
AMENDMENT SUMMARY
• _ _ Phone-(503) 639-4171
FIELD CHANGE ORDER FORM 'ti; Fax-(503)684-7297
wwu jigaid-or. f),v
Project Title: Downtown Redevelopment Consulting Project Manager: Sean Farrell
Contractor: M OC,LLC Original Contract #:C190018
Effective Dates: 10/10/18-6/30/2019 Chane Order/Amendment Amount: $0
Accoundn String: 100-3700-54001 Amendment Percentage Running Total: %
AMENDMENT DETAILS I .
Add to scope of work: On-call redevelopment consulting for urban renewal districts
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
Additional redevelopment consulting work tasks outside of original scope are needed
BUDGET IMPACT AND REQUIRED ACTIONS
No additional budget impact. Original contract for$28,000
REQUESTING PROJECT MANAGER APPRO G CITY"STAFF
Signature S tore
� l t
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�the ro'eces FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
DOWNTOWN DEVELOPMENT CONSULTING
C190018
AMENDMENT #1
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and MJOC,LLC,hereinafter referred to as Contractor, entered into on the 10th day of October 2018,
is hereby amended as follows:
EXHIBIT A
SERVICES TO BE PROVIDED
A. Redevelopment Draft Design Build Request For Proposal
Finalization of the RFP document;review of responses (including participating in evaluation and
review team meetings)
B. Development/Redevelopment Consulting
Anticipating that the City will enter into a public-private-partnership with a private party to redevelop
certain city-owned property,Consultant will provide development advice on strategy and deal
structure.
u. �:ri%,��'stll �•�c.i'rs `rK;ni)��I1taz�''_�i:i��.'.:!_�.irf,4
lit 'eit prD fCIY )�.s .... Ll pi:oi iCC au,1-. oil l' S +L::` s,e � ,+-'al Sivuz.'.-Ur: >r 1'G'c :C.'� �:�^C�11•^ X71':<.:t':
M; ..
.."i'SLL ;�
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD MJOCTQ-.r—
C
r �
Signature Signature
�4ku ASL� O�CAN1JsLL,
Printed Name Printed Name
�-Z, 2 ,k (291«
Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORMMvsTACCoAIPANYEvExYCONTRACT) `��l `�
Contract Title: Downtown Redevelopment Consulting Number: ` w l
Contractor: NIJOC,LLC Contract Total. S 28,000
Contract Overview: To assist in reyiewmgRQ for downtown property redevelopment and provide
consulting for potential development agreements and financial analysis
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate Z Low
Risk Reduction Steps
Risk Comments:
Risk Signature:
Contract Manager: Kenny Asher Lxt: 2443 Department: CD
Type: ® PersonalSic ❑ Professional Svc ❑ _;krchitectural Agr ❑ Public Imp ❑ General Svc
❑ Engineering Svc ❑ Other: Start Date: 10/10/2018 End Date: 06/30/2019
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
MJOC.LLC 1
Leland Consulting Group 2
John Warner Did not respond
Account String: Fund-Division-Account Work Order—Activity Tae Amount
FY 17/18 100-3700-54001 $28,000
FY
FY
FY
FY
Annrovals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature: fir'// /'( •
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract Number l
CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
DOWNTOWN DEVELOPMENT CONSULTING
THIS AGREEMENT made and entered into this 10`s day of October 2018 by and between the City
of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and MJOC, LLC,
hereinafter called Consultant.
RECITALS
WHEREAS,the City's 2018-19 fiscal year budget provides for services related to consultant services;
and
WHEREAS,City has need for the services of a company with a particular training,ability,knowledge,
and experience possessed by Consultant,and
WHEREAS, City has determined that Consultant is qualified and capable of performing the
professional services as City does hereinafter require,under those terms and conditions set forth,
THEREFORE, the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Consultant shall initiate services immediately upon receipt of City's notice to proceed together
with an executed copy of this Agreement Consultant agrees to complete work that is detailed
in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City
will be contained in subsequent scope of work as needed
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended, on June 30, 2019. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A
for performance of those services described herein and in any subsequent agreements that
arise from the work under this Agreement. The total amount paid to the Consultant by the
City shall not exceed Twenty Eight Thousand and No/100 Dollars ($28,000.00)if all tasks are
completed. Any and all payments made to the Consultant shall be based upon the following
applicable terms:
A. Payment by City to Consultant for performance of services under this Agreement includes
all expenses incurred by Consultant, with the exception of expenses, if any identified in
this Agreement as separately reimbursable.
B. Payment will be made in installments based on Consultant's invoice, subject to the
approval of the City Manager, or designee, and not more frequently than monthly.
Payment shall be made only for work actually completed as of the date of invoice.
C. Payment by City shall release City from any further obligation for payment to Consultant,
for services performed or expenses incurred as of the date of the invoice. Payment shall
not be considered acceptance or approval of any work or waiver of any defects therein.
D. Consultant shall make payments promptly, as due, to all persons supplying labor or
materials for the prosecution of this work.
E. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished.
F. Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. If Consultant fails,neglects or refuses to make prompt payment of any claim for labor or
services furnished to Consultant or a subcontractor by any person as such claim becomes
due, City's Finance Director may pay such claim and charge the amount of the payment
against funds due or to become due 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.
H. 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.
I. 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.
J. The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract during the current fiscal year. Funding during future fiscal
years shall be subject to budget approval by Tigard's City Council.
4. OWNERSHIP OF WORK PRODUCT
City shall be the owner of and shall be entitled to possession of any and all work products of
Consultant which result from this Agreement, including any computations, plans,
correspondence or pertinent data and information gathered by or computed by Consultant
prior to termination of this Agreement by Consultant or upon completion of the work
pursuant to this Agreement.
5. ASSIGNMENT(DELEGATION
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment shall be of any force or effect
whatsoever unless and until the other party has so consented. If City agrees to assignment of
2019 PSA—Down Redevelopment Review Assistance 2 1 4
tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any
subcontractors and of all persons employed by them,and neither the approval by City of any
subcontractor nor anything contained herein shall be deemed to create any contractual relation
between the subcontractor and City.
6. STATUS OF CONSULTANT AS INDEPENDENT CONSULTANT
Consultant certifies that:
A. Consultant acknowledges that for all purposes related to this Agreement, Consultant is
and shall be deemed to be an independent Consultant as defined by ORS 670.600 and not
an employee of City,shall not be entitled to benefits of any kind to which an employee of
City is entitled and shall be solely responsible for all payments and taxes required by law.
Furthermore,in the event that Consultant is found by a court of law or any administrative
agency to be an employee of City for any purpose, City shall be entitled to offset
compensation due,or to demand repayment of any amounts paid to Consultant under the
terms of this Agreement, to the full extent of any benefits or other remuneration
Consultant receives (from City or third party) as a result of said finding and to the full
extent of any payments that City is required to make (to Consultant or to a third party) as
a result of said finding.
B. The undersigned Consultant hereby represents that no employee of the City, or any
partnership or corporation in which a City employee has an interest, has or willreceive
any remuneration of any description from Consultant, either directly or indirectly, in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
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 or her normal charge for the type of service provided.
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.
C. 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 31 st expiration date. New businesses operating in Tigard after June
30th of the current year will pay a pro-rated fee though the end of the calendar year.
D. Consultant is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
7. INDEMNIFICATION
City has relied upon the professional ability and training of Consultant as a material
inducement to enter into this Agreement. Consultant represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
2019 PSA—Down Redevelopment Review Assistance 3 .i {r
as the requirements of applicable federal, state and local laws, it being understood that
acceptance of a Consultant's work by City shall not operate as a waiver or release.
For a period of two (2) years following the date of final acceptance of the work by the City,
Consultant agrees to indemnify and defend the City, its officers, employees, agents and
representatives and hold them harmless from any and all liability, causes of action, claims,
losses, damages, judgments or other costs or expenses including attorney's fees and witness
costs (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) that may be asserted by any person
or entity which in any way arise from, during or in connection with the acts or omissions of
Consultant in performance of the work described in this contract, except liability arising out
of the sole negligence of the City and its employees. Such indemnification shall also cover
claims brought against the City under state or federal worker's compensation laws. 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.
8. INSURANCE
Consultant and its subcontractors shall maintain insurance acceptable to City in fiill 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.
The policy or policies of insurance maintained by the Consultant shall provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this
contract,Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage shall
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
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 LiabilitX
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$2,000,000,or the equivalent.
Annual aggregate limit shall not be less than$3,000,000 and filed on a"claims-made"form.
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C. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single
Limit per occurrence shall not be less than$2,000,000.
If Consultant uses a personally-owned vehicle for business use under this contract, the
Consultant shall obtain,at Consultant'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 Consultant, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law 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 workers' compensation coverage. All non-exempt employers shall
provide 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.
F. Insurance Carrier Rating
Q
Coverages provided by the Consultant must be underwritten by an insurance company
deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M.Best rating of"A-VII"or better,or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
G. Self-Insurance
The City understands that some Consultants may self-insure for business risks and the
City will consider whether such self-insurance is acceptable if it meets the minimum
insurance requirements for the type of coverage required. If the Consultant is self-insured
for commercial general liability or automobile liability insurance the Consultant must
provide evidence of such self-insurance. The Consultant 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.
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H. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Consultant shall
furnish a Certificate of Insurance to the City. No contract shall be effective until the
required Certificates of Insurance have been received and approved by the City. The
certificate will specify and document all provisions within this contract and include a copy
of Additional Insured Endorsement. A renewal certificate will be sent to the below
address prior to coverage expiration.
I. Independent Consultant Status
The service or services to be rendered under this contract are those of an independent
Consultant. Consultant is not an officer,employee or agent of the City as those terms are
used in ORS 30.265.
J. PrimaryCage 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 City is excess and
not contributory insurance with the insurance required in this section.
IC Cross-Liability_Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability,professional liability,pollution and errors and omissions 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 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. METHOD &PLACE OF SUBMITTING NOTICE,BILLS AND 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:
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Attn: Kenny Asher Attn: Michael O'Connell
Address: 13125 SW Hall Boulevard Address: 8018 SE Reed College Place
Tigard, Oregon 97223 Portland, Oregon 97202
Phone: (503) 718-2443 Phone: (503) 708-2611
Email: kennyaCa�tigard-or.g_ov Email: mick m'o� cllc.coin
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.
10. 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.
11. PROFESSIONAL SERVICES
The City requires that services provided pursuant to this agreement shall be provided to the
City by a Consultant that does not represent clients on matters contrary to City interests.
Further, Consultant shall not engage services of an attorney and/or other professional who
individually,or through members of his/her same firm,represents clients on matters contrary
to City interests.
Should the Consultant represent clients on matters contrary to City interests or engage the
services on an attorney and/or other professional who individually, or through members of
his/her same firm, represents clients on matters contrary to City interests, Consultant shall
consult with the appropriate City representative regarding the conflict.
After such consultation, the Consultant shall have seven (7) days to eliminate the conflict to
the satisfaction of the City. If such conflict is not eliminated within the specified time period,
the agreement may be terminated pursuant to Section 13 (B) (3) of this agreement.
12. TERMINATION WITHOUT CAUSE
At any time and without cause,City shall have the right in its sole discretion,to terminate this
Agreement by giving notice to Consultant. If City terminates the contract pursuant to this
paragraph,it shall pay Consultant for sen-ices rendered to the date of termination.
13. TERMINATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Consultant,
or at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
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
2019 PSA—Down Redevelopment Review Assistance 7 17. ..
2) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Consultant,its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant,if a receiver or trustee is appointed for Consultant,or if
there is an assignment for the benefit of creditors of Consultant.
Any such termination of this agreement under paragraph(A) shall be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Consultant, may
terminate the whole or any part of this Agreement:
1) If Consultant fails to provide services called for by this agreement within the time
specified herein or any extension thereof,or
2) If Consultant fails to perform any of the other provisions of this Agreement, or so
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 (10) days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 11 of this agreement.
The rights and remedies of City provided in the above clause related to defaults (including
breach of contract) by Consultant shall not be exclusive and are in addition to any other
rights and remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (B), Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred, an
amount which bears the same ratio to the total fees specified in this Agreement as the
services satisfactorily rendered by Consultant bear to the total services otherwise requited
to be performed for such total fee; provided, that there shall be deducted from such
amount the amount of damages, if any, sustained by City due to breach of contract by
Consultant. Damages for breach of contract shall be those allowed by Oregon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon
appeal
14. ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Consultant as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
15. FORCE MWEURE
Neither City nor Consultant shall be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled, including but not restricted to, an act of
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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 (10) days from the beginning of such delay,notify the other party in writing of the
cause of delay and its probable extent. Such notification shallnot 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-WAIVER
The failure of City to insist upon or enforce strict performance by Consultant of any of the
terms of this Agreement or to exercise any rights hereunder should not be construed as a
waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights
on any future occasion.
17. NON-DISCRIMINATION
Consultant agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statutes, 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.
18. 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.
19. EXTRA(CHANGES)WORK
Only the City's Project Manager for this Agreement 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.
20. WARRANTIES
All work shall be guaranteed by Consultant for a period of one year after the date of final
acceptance of the work by the owner. Consultant warrants that all practices and procedures,
workmanship and materials shall be the best available unless otherwise specified in the
profession. Neither acceptance of the work nor payment therefore shall relieve Consultant
from liability under warranties contained in or implied by this Agreement.
21. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree
that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and
court costs,including attorney's fees and court costs on appeal.
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22. CHOICE OF LAW,VENUE
The provisions of this Agreement are governed by Oregon law. Venue will be the State of
Oregon Circuit Court in Washington County or the US District Court for Oregon,Portland.
23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Consultant shall comply with all applicable federal,state and local laws,rules and regulations,
including, but not limited to, the requirements concerning working hours, overtime, medical
care, workers compensation insurance, health care payments, payments to employees and
subcontractors and income tax withholding contained in ORS Chapters 279A,279B and 279C,
the provisions of which are hereby made a part of this agreement.
24. 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.
25. AUDIT
Consultant shall maintain records to assure conformance with the terms and conditions of this
Agreement,and to assure adequate performance and accurate expenditures within the contract
period. Consultant agrees to permit City, the State of Oregon, the federal government, or
their duly authorized representatives to audit all records pertaining to this Agreement to assure
the accurate expenditure of funds.
26. 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.
27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY
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.
28. 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.
2019 PSA—Down Redevelopment Review'assistance 10 `. s
29. MEDICAL CARE AND WORKERS' COMPENSATION
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 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.
30. REPRESENTATIONS AND WARRANTIES
Consultant represents and warrants to the City that:
A. Consultant has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Consultant, enforceable in accordance with its terms.
C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement, faithfully has complied with:
1) All tax laws of this state,including but not limited to ORS 305.620 and ORS chapters
316, 317, and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, to Consultant's property, operations, receipts, or income, or to
Consultant's performance of or compensation for any work performed by Consultant;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant,or to goods,services,or property,whether tangible or intangible,provided
by Consultant;and
4) Any rules,regulations,charter provisions,or ordinances that implemented or enforced
any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Consultant's services rendered in the performance of Consultant's obligations under this
Agreement, shall be provided to the City free and clear of any and all restrictions on or
conditions of use, transfer,modification, or assignment,and shall be free and clear of any
and all liens,claims,mortgages,security interests,liabilities,charges,and encumbrances of
any kind.
31. COMPLIANCE WITH TAX LAWS
A. Consultant must, throughout the duration of this Agreement and any extensions, comply
with all tax laws of this state and all applicable tax laws of any political subdivision of the
State of Oregon. For the purposes of this Section, "tax laws" includes all the provisions
described in subsection 25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this
Agreement. Further, any violation of Consultant's warranty, in subsection 25.0 of this
2019 PSA—Down Redevelopment Review Assistance 111 P'. pC
Agreement,that the Consultant has complied with the tax laws of the State of Oregon and
the applicable tax laws of any political subdivision of this state also shall constitute a material
breach of this Agreement. Any violation shall entitle the City to terminate this Agreement,
to pursue and reco-.et any and all damages that arise from the breach and the termination of
this Agreement, and to pursue any or all of the remedies available under this Agreement, at
law,or in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing
to Consultant,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory
or injunctive relief. The City shall be entitled to recover any and all damages suffered
as the result of Consultant's breach of this Agreement, including but not limited to
direct,indirect,incidental and consequential damages,costs of cure,and costs incurred
in securing a replacement Consultant.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City
may pursue any remedy or remedies singly, collectively, successively, or in any order
whatsoever.
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 kgteement 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.
CITY OF TIGARD MJOC,fiLC
By: Marty in , City Manager By: Micha O'Connell,President,MJOC
O �,o��I Ioba/-?,zkC6
Date Date
2019 PSA—Down Redevelopment Review Assistance 12 1 'i.'
EXHIBIT A
SERVICES TO BE PROVIDED
A. Redevelopment Draft Design Build Request for Proposal
Finalization of the RFP document; review of responses (including participating in evaluation and
review team meetings)
B. Development/Redevelopment Consulting
Anticipating that the City will enter into a public-private-partnership with a private party to
redevelop certain city-owned property,Consultant will provide development advice on strategy and
deal structure.
COST/RATE ESTIMATES
Task A $10,500 (60 hours)
Task B: $17,500 (100 hours)
Total fee: $28,000
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