Loading...
Tualatin Riverkeepers ~ C200055 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 ; 1www.ti and 1 -or.go Project Title: Dirksen Nature Park Education Project Manager: Martin McKnight Contractor: Tualatin RiverKee ers Original Contract #: C200055 Effective Dates: 12/11/2019 Chane Order/Amendment Amount: 0 Accounting String: Amendment Percentage Running Total: N/A % AMENDMENT DETAILS Amending scope to include modifications needed to the program for COVID-19. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMENDMENT BUDGET IMPACT AND REQUIRED ACTIONS ::!REQUESTING PROJECT MANAGER APPROVING CI TAFF Signature ign ture 6/8/2020 Date Date Contractor is hereby authorized by the City of Tigard to perfIthee CONTRACTOR the additional work described below in accordance with the te and conditions detailed in the original contract along with applicable rules,regulations,and laws that may be in effect for 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 the project's FY budget. Date CITY OF TIGARD, OREGON AMENDMENT TO CONTRACT C200055 AMENDMENT #1 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and Tualatin RiverKeepers, hereinafter referred to as Contractor, entered into on the 11th day of December 2019,is hereby amended as follows: This Amended Exhibit A replaces,in its entirety, the Exhibit A in the original, executed Agreement. Except as expressly provided in this amendment,the terms and conditions of the Agreement remain in full force and effect. 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 TUALATIN RIvERKEEPERS Signature J Marty Wine, City Manager Printed Name Jan Wilson, Executive Director 6/8/2020 6/3/2020 Date Date EXHIBIT A SERVICES TO BE PROVIDED—2020 AMENDMENT NEED FOR MODIFICATION Due to the COVID-19 pandemic and resulting closures of area schools and city parks,including Dirksen Nature Park, to group activities, the services provided in the summer of 2020 will be adjusted, to still provide as much of the educational experiences as possible,without unduly risking the health of students and staff. The 2020 program will have two components (1) Habitat Enhancement,Restoration, and Service Learning, and (2) Summer Day Camps. ADDITIONAL FACILITIES AND EQUIPMENT For activities that are scheduled at Dirksen Nature Park,in addition to the portable building, classroom facilities, and equipment addressed elsewhere in the Contract, the City will provide adequate hand-washing facilities and personal protective equipment required to safely conduct the activities covered by the Contract in 2020, or until COVID-19 restrictions are lifted. In the event City cannot provide such facilities and equipment, or elects not to, the City will give notice of such to Contractor and the parties will modify or cancel the event,as they deem appropriate. SCOPE OF WORK CHANGES A. Habitat Enhancement,Restoration, and Service Learning Due to COVI13-19 school closings and other logistical and programmatic factors, no school field trips will be provided in 2020. In their place, and incorporating the restoration and river experiences portions of the program from prior years, Contractor will be providing Habitat Enhancement, Restoration, and Service Learning events for individuals and small groups,including youth groups. These events will occur when and to the extent allowed and feasible in the late summer or early autumn of 2020. When allowed and feasible,habitat enhancement, restoration, and trail improvement projects will take place at Dirksen Park. Participation will be open to all residents of the watershed, but recruiting will be focused on participants from under-served and under-represented populations and low-income youth. Contractor may conduct some portions of the Volunteer Naturalist training program through online conferencing and webinars,rather than in-person group events at Dirksen Park. Other portions may be conducted with individual or small group classes,maintaining required and recommended social distancing and other protective protocols. Due to the likelihood that the summer boating season will be significantly shortened, and the reality that Contractor had to cancel most of its spring volunteer and safety training in 2020, Contractor will endeavor to but cannot commit to being able to provide enough river experience volunteers (Trip Leaders, Safety Boats, Gear Coordinators,Registration Coordinators) for all four of the City Day Camp sessions,if the dates change without adequate notice to recruit qualified volunteers. City staff and Contractor shall coordinate on date changes as soon as practical, to ensure safety of all staff and participants. For 2020, to the extent allowed and feasible, Contractor shall: 1. Provide individual or small group service learning opportunities at Dirksen Nature Park. Participants will remove invasive species of plants,implant natives,install and maintain other features that will enhance the park's ability to support wildlife and native pollinators, and improve trails. Contractor will work closely with the City of Tigard parks staff to identify priority sites and timing for the activities. 2. Adapt the previously developed supporting curriculum specific to Dirksen Nature Park's flora, fauna and ecological significance. The 2020 curriculum will still support problem-solving, scientific inquiry, self-development and other aspects of service learning. 3. Build the capacity of Volunteer Naturalists within the community,with both virtual and in- person training. 4. Train Volunteer Naturalists, Summer Day Camp staff,river experience staff and volunteers, and other service learning staff on appropriate hand-washing, use of personal protective equipment, social distancing, tool-sharing protocols, equipment sanitization, and other measures required to ensure safe participation. 5. Continue to ensure that Contractor's river experience staff and volunteers (Trip Leaders, Safety Boats, Gear Coordinator, Registration Coordinator,etc.) meet the training and safety requirements of the Contract. B. Summer Day Camps Due to COVI13-19 restrictions prohibiting groups activities and limiting in-person events, the 2020 summer camp sessions in Dirksen Park have been cancelled. In their place, Contractor will be providing four summer nature education sessions for youth ages 7 to 13,which will be dispersed online for students to do at home. It is expected that many of the students will still be from the Tigard area and will be encompassed into these programs,which we are providing at no cost to students. Each virtual camp will take place during the same week that it was originally scheduled, and each will have at-home capable activities to fit the original topic of the week. Activities will meet the curriculum guidelines provided in the Contract. If public gathering restrictions are lifted by mid-summer and appropriate health measures can be implemented, Contractor will hold two day camps at Dirksen Nature Park, one for ages 7-10 and one for ages 10-13. Day camp curriculum will also meet the guidelines provided in the Contract, but in- person requirements such as student-teacher ratios and length of session may be more flexible, to ensure the safety of staff and participants. In the event Contractor cannot ensure appropriate health measures, the Contractor will give notice of such to City and the parties will modify or cancel the camps, as they deem appropriate. FUTURE CHANGES The parties acknowledge that this amendment is based on the best information currently available,but that conditions may continue to change. If additional event modifications or cancellations are required, the parties will confer and mutually agree,in writing, to an appropriate response. CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM (THIS FORMMUSTACCOMPANYEVERYCONTRACT I_ '� f�c Contract Title: Dirksen Nature Center Education Classes Number: � Contractor: Tualatin RiverKeepers Contract Total: $30,000 (2 years) Contract Overview: Contractor will run educational cams classes out of city-owned facilin- Initial Risk Level: ❑ Extreme ❑ High ® Moderate ❑ Low Risk Reduction Steps: Proper insurance for work with children included as per Risk. _ Risk Comments: Risk Signature: 5 Contract Manager: S Martin,/Kimberly Cederholm Ext: 2583 Department: PW—Parks, Rec Type: ® Personal Svc ❑ Professional Svc ❑ Public Imp ❑ General Svc ❑ Coop Purchase ❑ Other: Start Date: 12/18/2019_End Date: 06/30/2021 Quotes/Bids/Proposal: FIRM _ AMOtrN /SCORE Reached out to others... no feedback received. 30,000 Account String: Fund-Divi$inn-Account Work Order—Activiry TX V e Amount FY 19-20 270-6160-54001 _ $7,500 FY 19-20 510-6700-54001 $7,500 FY 20-21 270-6160-54001 57,500 FY 20-21 510-6700-54001 _ $7.500 Approvals - /. LCRB Date: Not Required Department Comments: Department Signature: �L ` Purchasing Comments: Purchasing Signature: r City Manager Comments: City Manager Signature: After securing all required approvals, forward original copy to the Contracting and Purchasing Cfce along with a completed Contract Checklist. Contract Number UOLA-1 CITY OF TIGARD,OREGON PERSONAL SERVICES CONTRACT NATURE EDUCATION PROGRAMS THIS AGREEMENT made and entered into this 11`' day of December, 2019 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Tualatin Riverkeepers,hereinafter called Contractor. RECITALS WHEREAS,.the City's 2019-2020 fiscal year budget provides for services related to education plans and programs at Dirksen Nature Park;and WHEREAS,City has need for the services of a company with a particular training,ability,knowledge, and experience possessed by Contractor,and WHEREAS, City has determined that Contractor 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 Contractor will initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Contractor agrees'to complete work that is detailed in Exhibit A,incorporated herein by reference. 2. EFFECTIVE DATE AND DURATION This Agreement is effective upon the date of execution and expires on June 30, 2021, unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 3. COMPENSATION The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A. The total amount paid to the Contractor by the City may not exceed Fifteen Thousand and No/100 Dollars ($15,000.00) annually for all tasks completed. Payments made to Contractor will be based upon the following applicable terms: . A. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor,with the exception of expenses, if any,identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Contractor's invoice, subject to the approval of the City Manager,or designee,and not more frequently than monthly. Unless otherwise agreed, payment will be made only for work actually completed as of the date of invoice. C. Payment by City releases City from any further obligation for payment to Contractor for services performed or expenses incurred as of the date of the invoice. Payment may not be considered acceptance or approval of any work or waiver of any defects therein. D. Contractor must make payments promptly, as due, to all persons supplying labor or materials for the performance of the work provided for in this Agreement. E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. F. Contractor will pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. G. Contractor will pay all contributions or amounts due the Industrial Accident Fund from the contractor or any subcontractor. H. If Contractor fails,neglects,or refuses to make prompt payment of any claim for labor or services furnished to Contractor 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 Contractor. The payment of the claim in this manner does not relieve Contractor or their surety from obligation with respect to any unpaid claims. I. Contractor will 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 Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collected or deducted from the wages of employees pursuant to any law, contract,or agreement for the purpose of providing or paying for services. J. Contractor 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. K. Contractor must obtain,prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee though the end of the calendar year. L. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard's City Council. 4. OWNERSHIP OF WORK PRODUCT City is the owner of and is entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence, or pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. 2l Payr PSA Template—Revised 5/15/2019 5. ASSIGNMENT/DELEGATION Neither party may assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment has any force or effect unless and until the other party has consented. If City agrees to assignment of tasks to a subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors and of all persons employed by them. Neither the approval by City,of any subcontractor nor anything contained herein creates any contractual relation between the subcontractor and City. The provisions of this Agreement are binding upon and will inure to the benefit of the parties to the Agreement and their respective successors and assigns. 6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that: A. Contractor acknowledges that for all.purposes related to this Agreement,Contractor is an independent contractor as defined by ORS 670.600 and not an employee of City. Contractor is not entitled to benefits of any kind to which an employee of City is entitled and is solely responsible for all payments and taxes required by law. Furthermore,in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City is entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor 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 Contractor or to a third party) as a result of said finding. B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS 30.265. 7. CONFLICT OF INTEREST The undersigned Contractor 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 Contractor, 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, Contractor certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed their normal charge for the type of service provided. 8. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor represents that all of its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state, and local laws, it being understood that acceptance of a Contractor's work by City will not operate as a waiver or release. Contractor 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 3 1 Page PSA Template—Revised 5/15/2019 costs (at both trial and appeal level,whether or nota 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 performance of the work described in this contract, except liability arising out of the sole negligence of the City and its employees. Such indemnification will also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of this indemnification. 9. INSURANCE Contractor and its subcontractors must maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance must cover risks arising directly or indirectly out of Contractor's activities or work hereunder,including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Contractor must provide at least the following limits and coverages: A. Commercial General Liability Insurance Contractor will obtain,at Contractor'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 must 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. Sexual Abuse/Molestation Liability Insurance Consultant shall also obtain at Consultant's expense and keep in effect during the term of the contract,Sexual Abuse/Molestation Liability coverage for work with youth under this Agreement.The Combined Single Limit per occurrence shall not be less than$1,000,000. C. Commercial Automobile Insurance Contractor must also obtain, at Contractor'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 may not be less than$2,000,000. If Contractor uses a personally-owned vehicle for business use under this contract, the Contractor will obtain,at Contractor's expense, and keep in effect during the term of the contract,business automobile liability coverage for all owned vehicles on an"occurrence" form. The Combined Single Limit per occurrence may not be less than$2,000,000. 41Page PSA Template—Revised 5/15/2019 D. Workers' Compensation Insurance The Contractor, 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 must 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. Contractors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers must provide Employer's Liability Insurance with coverage limits of not less than $1,000,000 each accident. E. Additional Insured Provision All required insurance policies, other than Workers' Compensation and Professional Liability,-must name the City its officers, employees, agents, and representatives as additional insureds with respect to this.Agreement. F. Insurance Carrier Ratin Coverages provided by the Contractor 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 contractors 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 Contractor is 'self-insured for commercial general liability or'automobile liability insurance, Contractor must provide evidence of such self-insurance. Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to.determine whether self-insurance is adequate. H. Certificates of Insurance As evidence of the insurance coverage required by the contract, Contractor will furnish a Certificate of Insurance to the City. No contract is 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. Primary Coverage Clarification The parties agree that Contractor's coverage is 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. 51Page PSA Template—Revised 5/15/2019 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 Agreement. 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 will not be construed to limit Contractor's liability hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this Agreement. 10. METHOD &PLACE OF SUBMITTING NOTICE BILLS AND PAYMENTS All notices,bills and payments will 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 will be used to transmit notices,bills,payments,and other information: CITY OF IGARD TUAt.ATIN NERREEPF.RS Attn: Kimberly Cedarholm, Attn: Margot Fervia-Meamtzu Recreation Coordinator Address: 13125 SW Hall Blvd Address: 11675 SW Hazelbrook Rd Turd,OR 97223 - Tualatin OR 97062 Phone: (503) 718-2605 Phone: (503) 218-2580 Email: kimberlyc(d ipard-or.gov Email: margot a4ualatinriverkeeners.or> Notice will be deemed given upon deposit in the United States mail,postage prepaid,or when so faxed,upon successful fax. In all other instances,notices,bills and payments will 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. 11. SURVIVAL The terms, conditions, representations, and warranties contained in this Agreement survive the termination or expiration of this Agreement. 61Ila ge PSA Template—Revised 5/15/2019 12. 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 will be effective unless and until it is made in writing and signed by both parties. 13. TERMINATION WITHOUT CAUSE At any time and without cause, City has the right in its sole discretion to terminate this Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this paragraph,City will pay Contractor for services rendered to the date of termination. 14. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City,under any-of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at.levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Contractor,its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked,or not renewed. 4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if there is an assignment for the benefit of creditors of Contractor. Any such termination of this agreement under paragraph (A) will 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 Contractor, may terminate the whole or any part of this Agreement: - 1) If Contractor fails to provide services called for by this Agreement within the time specified, or 2) If Contractor fails to perform any of the other provisions of this Agreement, or 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. The rights and remedies of City provided above related to defaults (including breach of contract) by Contractor are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 7 1 Page PSA Template—Revised 5/15/2019 If City terminates this Agreement under paragraph (B), Contractor will be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, provided, that the City may deduct the amount of damages,if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract include those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 15. ACCESS TO RECORDS City will have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 16. HAZARDOUS MATERIALS Contractor will comply with all federal Occupational Safety and Health Administration (OSHA) requirements and all Oregon safety and health requirements. In accordance with OSHA and Oregon OSHA Hazard Communication Rules,if any goods or services provided under this Agreement may release,or otherwise result in an exposure to,a hazardous chemical under normal conditions of use(for example,employees of a construction contractor working on-site), it is the responsibility of Contractor to provide the City with the following information: all applicable Safety Data Sheets,the identity of the chemical/s,how Contractor will inform employees about any precautions necessary,an explanation of any labeling system, and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or mark such goods. 17. FORCE MAJEURE Neither City not Contractor will 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 will 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 will not be the basis for a claim for additional compensation. Each party will,however,make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 18. NON-WAIVER The failure of City to insist upon or enforce strict performance by Contractor 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. 19. HOURS OF LABOR, PAYE UITY In accordance with ORS 2793.235, the following are hereby incorporated in full by this reference: 8 1 Page PSA Template—Revised 5/15/2019 A. Contractor may not employ an individual for more than 10 hours in any one day, or 40 hours in any one week,except as provided by law. For contracts for personal services,as defined in ORS 279A.055,Contractor must pay employees at least time and a half pay for all overtime the employees work in excess of 40 hours in any one week, except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. B. Contractor must give notice in writing to employees who work on a public contract,either at the time of hire or before commencement of work on the contract, or by positing a notice in-a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. C. Contractor may not prohibit any of Contractor's employees from discussing the employee's rate of wage,salary,benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee's rate of wage, salary, benefits or other compensation with another employee or another person. D. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. 20. NON-DISCRIMINATION Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances applicable to the provision of services under this Agreement,including,without limitation: A. Title VI of the Civil Rights Act of 1964; B. Section V of the Rehabilitation Act of 1973; C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008(Pub L No 101-336);and D. ORS 659A.142,including all amendments of and regulations and administrative rules,and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 21. ERRORS Contractor will 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. 22. EXTRA CHANGES WORK Only the City's Project Manager for this Agreement may.change or authorize additional work. Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to adjust the contract price or contract time due to such unauthorized extra work and Contractor will not be entitled to compensation for the performance of unauthorized work. 91 Page PSA Template—Revised 5/15/2019 23. WARRANTIES Contractor will guarantee work for a period of one year after the date of final acceptance of the work by the owner. Contractor warrants that all practices and procedures,workmanship and materials are the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore relieves Contractor from liability under warranties contained in or implied by this Agreement. Any intellectual property rights delivered to the City under this Agreement and Contractor's services rendered in the performance of Contractor's obligations under this Agreement,will be provided to the City free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and be free and clear of any and all liens, claims, mortgages,security interests,liabilities,charges,and encumbrances of any kind. 24. ATTORNEY'S FEES In the event an action, suit of proceeding, including appeal,is brought for failure to observe any of the terms of this Agreement, each party is responsible for that party's own attorney fees, expenses, costs and disbursements for the action,suit,proceeding, or appeal. 25. 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 U.S. District Court for Oregon,Portland. 26. _COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor will comply with all applicable federal, state and local laws, rules and regulations applicable to the work in this Agreement. 27. CONFLICT BETWEEN TERMS In the event of a conflict between the terms of this Agreement and Contractor's proposal,this Agreement will control. In the event of conflict 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 will control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A will control. 28. AUDIT Contractor will 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. Contractor 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. 29. 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 will not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement and,if negotiations fail,may terminate the Agreement. 10111ayc PSA Template—Revised 5/15/2019 30. COMPLIANCE WITH TAX LAWS Contractor represents and warrants that Contractor is, to the best of the undersigned's knowledge,not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316,317,and 318. Contractor's failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Agreement or during the term of this Agreement is a default for which the City may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. IN WITNESS WHEREOF,City and Contractor have caused this Agreement to be executed by their duly authorized officials. CITY OF TIG TUAI ATIN RIVERKE ERS Name: � `� C�V11' `��. Name: oI i7 Title: 1 D«/1 Tide: r EL Date: (2 Date: Z 11 � Paye PSA Template—Revised 5/15/2019 EXHIBIT A SERVICES TO BE PROVIDED INTRODUCTION Dirksen Nature Park was acquired by the City of Tigard in 2010. The site was purchased in part through grants administered by Oregon Watershed Enhancement Board and Metro Regional Government. Grant funding to purchase the property included requirements to administer a regional Environmental Education Program at the site. Dirksen Nature Park provides all of the components for a superior field trip, day camp, and service learning site. The site,located off of Tigard Street,is 48 acres and includes Fanno and Summer Creeks,forested wetlands,deciduous and coniferous forests, emergent wetlands,and riparian corridors. An air photo showing the site boundaries is attached. This Contract is for the provision of a nature educational program at Dirksen Nature Park. The program will have 2 components (1) a School Field Trip Program and (2) a Summer Day Camp program. The City will provide one portable building with 1 classroom, 2 restrooms, a mud room, and a small kitchen. The portable building is located at 11130 SW Tigard Street. The building will be available to the Contractor for the length of the Agreement. Damage to the building will be the responsibility of the Contractor,who,upon invoice from the City,will promptly pay all damage caused through actions of the Contractor,above and beyond damage for reasonable wear and tear. Constractor will have access to 1 classroom and will be required to reserve, through City staff, the classroom and any additional use of the portable buildings meeting room. SCOPE OF WORK A. Field Trip Program The Field Trip Program has three components; classroom presentation, field trip, and service learning. The field trips at Dirksen Nature Park will take place in March June and October- November. The goal of the Field Trip Program is to establish the site as one of the regional networks of natural areas for recreation for school groups. The Field Trip Program at Dirksen Nature Park is to focus on a regional audience,with special emphasis on low income youth. The Contractor shall: 1. Provide service learning opportunities at Summer Creek. Youth will participate in activities such as invasive species removal and native plant installation. The Constractor will work closely with the City of Tigard Parks to identify priority sites restoration or non-native removal. 2. Develop curriculum specific to Dirksen Nature Park flora and fauna and ecological significance. The curriculum will incorporate civics, art, problem solving, scientific inquiry, and self-development. The City reserves the right to review and have approval rights over any curriculum which utilizes funding under this Contract or incorporated the City of Tigard in said curriculum or program. 3. The Contractor will build the capacity of volunteer naturalists within the community. Contractor will: a. Develop a volunteer naturalist training program. b. Train 5 — 6 new Volunteer Naturalists that can conduct Nature Awareness field trips at Dirksen Nature Park. Volunteers will be community members of all generations, ethnicities, and cultures. e. Provide descriptions of non-volunteer field trip leaders. All leaders and volunteers should 121F' age PSA Template—Revised 5/15/2019 undergo police background checks. The City requires a minimum of three (3) volunteer leaders per field trip that are provided by Contractor. d. The Contractor will be responsible to recruit student participants for field trip programs. B. Summer Day Camp Program The Summer Day Camp Program has three components; classroom presentation, hands-on outdoor learning,and service learning. The Summer Day Camp Program at Dirksen Nature Park will take place in June through mid-August and is designed to provide a regional opportunity for youth to experience nature over a longer period of time. The Summer Day Camp Program will be focused on all youth in the Tualatin River basin; however, there will be a separate emphasis to provide day trip opportunities to Tigard low income youth. The Consultant shall: 1. Provide a minimum of four sessions, serving youth ages 7-13. Camp Sessions will be located at Dirksen Nature Park. Youth will participate in the day camp programs a minimum of 35 hours each on the site partaking in nature awareness activities. Youth to teacher ratios will not exceed 6 youth to 1 teacher. 2. Provide personnel familiarized with Dirksen Nature Park flora and fauna and with experience or training with classroom management strategies. Recruitment of staff must include a federal criminal background investigation as part of the recruitment process. Time will be allowed to prepare staff for Summer Camp Sessions to begin in late June and end in mid-August. Programs will be available within one to two weeks after the end of the Tigard/Tualatin School District year. 3. Develop curriculum specific to Dirksen Nature Park for the summer months. 4. Provide summer camp opportunities on Dirksen Nature Park property to children from low- income housing developments by collaborating with Community Partners for Affordable Housing (CPAH) to enhance their existing Summer Youth programs. 5. The Consultant will be responsible to recruit students for the summer camp program. C. Curriculum For both Field Trip and Summer Day Camp, Contractor shall provide the City with examples of the activities to be implemented as part of the program prior to any release to the public. Examples of curriculum programs may include,but are not necessarily limited to, the following: 1. Macro-Invertebrates 2. Native and Non—Native Plant Identification 3. Predator/Pref' 4. Un-Nature Trail(.played with youngest students,.) 5. I=12ull 6. Food Web 7. Planting Native plants in the Riparian area 8. Bird Identification 9. Water Quality Testing D. Restoration Contractor will provide opportunities to engage adults from the general public in restoration activities in Dirksen Nature Park. The City reserves the right to review and have approval rights over any final curriculum which utilizes funding under this Contract or list the City's name on any advertisement of said curriculum or program. 13 1 Pal; . PSA Template—Revised 5/15/2019 E. Day Camp River Program/Enhanced Availability at Dirksen Education Center Contractor and City agree under this Agreement to authorize four (4) days of Contractor river programs for use by City Day Camp registrants during the FY 20-21 fiscal year. City staff will be on-site during these programs. In exchange, the City will grant the Contractor enhanced availability for up to eighty (80) hours of Dirksen Education Center usage. Availability of the Dirksen Education Center shall be at the sole discretion of the City's Parks and Recreation Manager or designee. For any river programs, the Contractor shall have the following staffing levels present: Trip Leaders—must have years of previous experience and/or specific paddling and water safety training necessary to paddle waters far more technical than the Tualatin River. Oregon Oceanic Paddling Society and American Canoe Association safety and leadership training is typical. They must also have completed Paddle Trip Volunteer Training Program and have been a safety boat for previous Contractor trips. Safety Boats —must have completed Paddle Trip Volunteer Training Program which includes a training session on how to run a trip,one on the natural history of the Tualatin River,a pool based training session on canoe and kayak rescue techniques,and First Aid Certification. Gear Coordinator-helps fit each participant with a personal flotation device (pfd) and paddle. Registration Coordinator-makes sure all waivers and any additional paperwork is in order. For trips with kids, Contractor must maintain a one to three ratio of volunteers to participants. For adults,one to four. FEE SCHEDULE The City agrees to pay Contractor up to $15,000.00 annually for execution of the provisions of this contract. 141 i' agc PSA Template—Revised 5/15/2019