Iron Canvas Studios ~ C190058 CITY OF TIGARD.OREGON-CONTRACT StMMARY FORlbI
(THIS FORM ME STACC(7MPAAYEi'ERYCONTRACTJ
Contract'Title: 2019 Summcr Activity Guide Design and La•e.� ur Number: C
Contractor: 11ronC �n��as ii.dic�s —_ _ _ Contract Total: $3150.00
Contract Overvicw: Consultant will provide esil� anc la --,ut fo the city,s 2(110 Sutx neer Acti)• Cjii�e�.
Initial Risk Level: ❑ Extreme ❑ High El Moderate Q Low
Risk Reduction Steps: Follawed the Insurance
Risk Comments:
Risk Signature:
Contract Manager:Marissa Grass Ext: 2428 Department: PVA'Achnin,,_
Type: Q Personal Svc ❑ Professional Svc ❑ Architectural Agr ❑ Public Imp ❑ General Svc
❑ Engineering Svc ❑ Other: �start Date: lNll End Date: W v!t _
Quotes;•'Bids/Proposal: FIRM A►.touw/Scorn,
I re nJ,anvas Studies
Account String: Fund-Division-Account Work.Order--Activit,;TXUe Amount
FY 2'x119 270-6160-54007 X3.1 O.0O
FY
FY ----_ _ -.
FY
At mrovals - LCRB Date: N/A
Department Comments: (Trmd to go., _
Department Signa
Purchasing Comments:
Purchasing Signature: _-_--
City Manager Comments:
City Manager Signature:
Sher securing jll required approvals, forward original copy to the Contractrag and Purchasing Office along pith a
completed Contract Checklist.
Contract Number
CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
2019 SUMMER ACTIVITY GUIDE DESIGN AND LAYOUT
THIS AGREEMENT made and entered into this 14`h day of March, 2019 by and between the City
of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Iron Canvas
Studios,hereinafter called Consultant.
RECITALS
WHEREAS, the City's 2018-2019 fiscal year budget provides for services related to the design and
layout of the 2019 Summer,activity Guide; 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 apart hereof. Any and all work assigned by the City
will be contained in subsequent scope of work as needed
2. EFFECTIVE DATE AND DURATION
'Phis Agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended,on April 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 Three Thousand One I-lundred Fifty and No/100 Dollars ($3,150.00) 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, surgrical 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—Summer Activity Guide Design and Layout 2
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 am
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 will receive
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
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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.
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 an}'person
or entity which in any way arise from, during or in connection with the 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 full force and
effect throughout the term of this contract. Such insurance shall cover risks arising directly
or indirectly out of Consultant's activities or work hereunder, including the operations of its
subcontractors of any tier..
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 $2,000,000
Products-Completed Operations Aggregate $2,000,000
Personal& ,Advertising Injury $1,00opo
Each Occurrence $1,000,000
Dire Damage (Any one fire) $50,000
B. 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$1,000,000.
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
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contract,business automobile liability coverage for all owned vehicles on an"occurrence"
form. The Combined Single Limit per occurrence shall not be less than$1,000,000.
C. 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.
D. 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.
E. Insurance Carrier Rating
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.
F. 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.
G. 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.
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H. 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.
I. PrimaU Coverage Clarification
The parties agree that Consultant's coverage shall be primary to the extent permitted by
law. The parties further agree that other insurance maintained by the City is excess and
not contributory insurance with the insurance required in this section.
J. 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 SVG' Mall 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 deliven',
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:
CI`r4"OF TIGARD IRON CANVAS STUDIOS
Attn: Marissa Grass Attn: Meghan Verhey
Address: 13125 SW I Iall Boulevard Address: 2426 NI Dekum Street
Tigard, OR 97223 Portland, Oregon 97211
Phone: (503) 718-2428 Phone: ()71) 712-4100
Email: marissaQtigard-or.gov Email: hello@ironcanvasstudios.com
and when so addressed, shall be deemed Liven upon deposit in the United States mail,postage
prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances,
2019 PSA—Summer Activity Guide Design and Layout 6 1
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 (13) (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 services 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+
2) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way- that the services arc 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.
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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. Cite, 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 required
to be performed for such total fee; provided, that there shall be deducted from such
amount the amount of damages, if any, sustained by City due to breach of contract by
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 "EURE
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
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 dela-and its probable extent. Such notification shall not be the basis for a claim for
additional compensation. Each party shall,however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
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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.
22. GOVERNING LAW
The provisions of this Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. .Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
23. 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.
24. 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
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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.
25. 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.
26. 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.
27. 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 theN
entered into the agreement.
28. 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 alrainst 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.
29. 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 2790.540. Incases 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.
30. MEDICAL CARE AND WORKERS' COMPENSATION
Consultant shall prompdv, 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
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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.
31. 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 smices 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 am-
and all liens,claims,mortgages, security interests,liabilities,charges,and encumbrances of
any kind.
32. 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
: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 recover any and all damages that arise from the breach and the termination of
this :Agreement, and to pursue any or all of the remedies available under this Agreement, at
law, or in equity,including but not limited to:
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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.
33. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
No waiver, consent,modification, or change of terms of this Agreement shall bind either party
unless in writing and signed by both parties. Such waiver, consent, modification, or change if
made, shall be effective only in specific instances and for the specific purpose riven. There are
no understandings,agreements,or representations,oral or written,not specified herein regarding
this Agreement. Consultant, by the signature of its authorized representative, hereby
acknowledges that he/she has read this Agreement, understands it and agrees to be bound by
its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Consultant has executed this Agreement on the date hereinabove first written.
CITY OF TIG IRON CANVAS/STUDIOS
CITY
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Ry: r ,Wine, City*�Z pager )//uthorized AgeVnsultant
119 3/14/2019
Date Date
2019 PS,\—Summer Activity Guide Design and Layout 12
EXHIBIT A
SERVICES TO BE PROVIDED
Consultant shall provide layout and design of the City's 24-page Summer.Activity Guide. Project shall
provide a reasonable amount of time for changes and revisions.
Deliverables W111 include a print-ready pdf for mailing and an optimized pdf for digital use. All final
files will be provided to the City of Tigard upon completion.
I
I
2019 PSA—Summer ,activity Guide Design and Layout 13
i
EXHIBIT B
CONSULTANT'S PROPOSAL
I
2019 PS11—Summer Activity Guide Design and Layout 14
IRON CANVAS R TtlDIDS
Estimate
Iron Canvas Studios, LLC
2426 NE Dekum Street hello@ironcanvasstudios.com
Portland, OR 97211 www.ironcanvasstudios.com
United States
971.712.4100
Marissa Grass
City of Tigard Estimate 1160
503-718-2428 Date March 7, 2019
marissa@tigard-or.gov
2019 Summer Activity Guide
Layout and design of the 24-page Summer Activity Guide. Estimate includes a reasonable amount of time for
changes and revisions. Deliverables include a print-ready pdf for mailing and an optimized pdf for digital use. All
final files will be provided to the City of Tigard upon completion.
Estimate is valid for 14 days. A signed estimate and 50%of the estimate total is due upon booking.
Fees
Graphic Design @ 75.00/hour for 25 hours 1,875.00
Graphic Design @ 75.00/hour for 10 hours 750.00
Graphic Design @ 75.00/hour for 2 hours 150.00
Graphic Design @ 75.00/hour for 5 hours 375.00
+'� € ' ;
Fees Total 3,150.00
Sub Total 3,150.00
Total(USD) 3,150.00
1. Definitions and terms:This Agreement is by and between Iron Canvas Studios, LLC-1 (Licensor) and City of
Tigard (Client), its heirs, successors and representatives. Licensor is an independent contractor. "Design" refers
to the visual, in any form, including as digital information, supplied by Licensor to Client. "Written consent"
includes email correspondence if receipt of the email correspondence is confirmed. All paragraph captions in
the Agreement are for reference only.
2. Payment:Client and Client's representatives are jointly and severally responsible for full payment of all fees,
charges and advances as set forth in this Agreement.
3. Rights: Once work is complete, Client is the sole owner of the design(s). Except for rights specifically licensed
or transferred elsewhere in this Agreement, Client reserves all rights in the design(s) without limitation, and
including digital or electronic publishing and use rights in any and all media now existing and yet unknown
throughout the world. Licensor reserves the continuing right to display and reproduce the design(s) in print and
online portfolios and promotion.
4. Licenses: Unless otherwise stated in this Agreement, all licenses are non-exclusive and limited to English
language use in the United States of America only. The license lasts for one year from the date of Licensor's
invoice. The licensed rights are not transferred until and unless a) Client accepts all terms contained in this
agreement, and b) Licensor receives full payment for images and services rendered.
5. Release: Licensor does not warrant that he or she has secured any underlying or third party rights in the
image unless Licensor submits a separate release signed by a third party model, property owner,trademark
owner or any other owner of any underlying right. If no such release is submitted, no release exists for any
underlying rights in any image nor are any such rights secured.
6. Assignment: Client shall not assign any of its rights or obligations under this agreement without the written
consent of the Licensor. Licensor will not consent to such transfer or assignment unless the assignee or
transferee agrees in writing to be bound by all terms of this Agreement.
7. Changes: The Client must assume that all additions, alterations, changes in content, layout or process
changes requested by the customer, will alter the time and cost.
8. Expenses: The Client shall reimburse the Licensor for all expenses arising from this assignment, including the
payment of any sales taxes due on this assignment, and shall advance the Licensor for payment of said
expenses, including but not limited to Stock Photography, Artwork, and or material needed for the project.
9. Cancellation: In the event of cancellation of this assignment, ownership of all copyrights and the original
artwork shall be retained by the Licensor, and a cancellation fee for work completed, and expenses already
incurred, shall be paid by the Client. Cancellation fee is based on the hours submitted, if the project is on an
hourly basis or a percentage based on the time estimate for the entire job. A 100%cancellation fee is due once
the project has been finished,whether delivered to the client or not. If the project is on an hourly basis and the
project is canceled by the Client,the Client agrees to pay no less than 100%of the hours already billed for the
project at the time of cancellation plus a flat fee of$250 or 50%of the remaining hours that were expected to be
completed on the project,whichever is greater.
10. Limitation of liability:Client shall indemnify, defend and hold harmless Licensor and Licensor's
representatives from any and all claims, liabilities, damages and expenses of any nature, including attorney's
fees, investigation costs and court costs arising from or relating to Client's direct or indirect use of the design, or
in connection with Licensor's reliance on any representations, instructions, information or materials provided or
approved by Client. Licensor shall not be liable for general, consequential, incidental or special damages arising
from this agreement, the service rendered, the designs or any acts of omission by Licensor regardless of the
circumstances of such omissions.
11. Force majeure. Licensor shall not be in default of this agreement if a delay or failure to perform results from
an occurrence beyond his or her reasonable control and without his or her fault or gross negligence.
12. Default:Any action to enforce any term of this agreement or any matter arising out of this agreement shall
be brought in the state of Licensor's principal place of business. If Licensor prevails in any action brought to
enforce the terms of this Agreement, Licensor will be entitled to recover actual attorney's fees, court costs and
all other non-reimbursable litigation expenses, such as expert witness fees and investigation costs.
13. Modification,governing law and miscellaneous: This Agreement constitutes the entire understanding and
agreement between Licensor and Client regarding the design or service commissioned by Client. This
agreement supersedes any and all prior written or verbal representations and agreements between Client and
Licensor. No waiver or modification may be made to this Agreement unless in writing and signed by both Client
and Licensor. Waiver of any one provision of this Agreement shall not be a deemed to be a waiver of any other
provision of this Agreement. The formation, interpretation and performance of this agreement shall be governed
by the laws of the state of Licensor's principal place of business, excluding the conflict of law rules of that state.
Signature Date