EcoNorthwest ~ C140069 Cite of Tigard
13125 SW Hall.Blvd.
CONTRACT CHANGE ORDER/ Tigard,Oregon 97223
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AMENDMENT SUMMARY FORM Phone- (503) 639-1171
Fax- (503)6134-7297
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Project Title: Site Scale Infrastructure Finance Plan Project Manager: Lloyd Purdy
Contractor: Eco Northwest Original Contract#: C140069
Effective Dates: 4/24/14—8/28/14 Chane Order/Amendment Amount: $ N/A
Accounting String: 100-3700-54001 1 Amendment Percentage Running Total:N/A %
AMENDMENT DETAILS
Extension ofproject/contract timeline within original budget. Extension of work through October 31, 2014.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
Adjustment of project timeline to accommodate input from private sector partners.
REQUESTING PROJECT?v1ANAGER API>R CITY STAFF
Llo d Purdy, Economic Development Manager
Signature 3ignature
8/27/14 -Z o i
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 Signature
the 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 project's FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT#C140069
SITE SPECIFIC INFRASTRUCTURE FINANCE PLAN
AMENDMENT #1
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City, and Eco Northwest, hereinafter referred to as Contractor, entered into on the second day of
April,2014,is hereby amended as follows:
Extends the expiration date to October 31, 2014.
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 ECO NORTIwEST
Signature Signature
d4L za 4(�
Printed Name Printed Name
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Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORM MUST ACCOMPANY EVERY CONTRACT
Contract"Title: Site Scale Infrastructure finance Plan Number:
Contractor: Eco Northwest Contract Total: S34.850
Contract Ch'en-iex-,•: Scope. Define and Cost Public infrastructure needed to maximize econonuc be netir
to the community- on the Fields Industrial Propern- and surrounding industrial zone
parcels. Propose an infrastructure finance plan and draft a development agreement.
Initial Risk I,cx•el: E] Extreme EIIligh E] Moderate ® Lo��
Risk Reduction Steps: Guidance from consultant will be compared to input from developers through an
advisor roti of 12ubhc and private sector partners,
Risk Continents: Probabili • that something%x-ill go wrong- Scldom. Severm. - N cg ible
IBM
Risk Signature: - '
Contract Manager: I.IoN-d Purdl• F"xt: 2442 Department: C.D.
I \.pe: ❑ Purchase Agreement ❑ Personal Sen-icc ❑ General Scrc ice ❑ Public Innpro t
❑ R; \ ❑ Chher: Professional Services Start Date: 4, 23/14_ EInd Date: 8/28/14
Quo,rc, laid- Proposa MA
t:
Contract #��_
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
SITE SPECIFIC INFRASTRUCTURE FINANCE PLAN
THIS AGREEMENT,made and entered into this 2°a day of April, 2014, by and between the City
of Tigard, a municipal corporation, hereinafter referred to as the "City," and ECONorthwest,
hereinafter referred to as the "Consultant."
RECITALS
WHEREAS, the City's 2013-2014 fiscal year budget provides for professional services for the
development of a site specific infrastructure finance plan; and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City; and
WHEREAS, the City desires to engage the Consultant to render professional services for the plan
described in this Agreement, and the Consultant is willing and qualified to perform such services;
THEREFORE, in consideration of the promises and covenants contained herein, the parties
hereby agree as follows:
1. Consultant's Scope of Services
The Consultant shall perform professional services relevant to the plan development in
accordance with the terms and conditions set forth herein, and as provided in Exhibit 1,which
is attached hereto and by this reference made a part of this Agreement.
2. Effective Date and Duration
This agreement shall become effective upon the date of execution by the City's Local Contract
Review Board, and shall expire,unless otherwise terminated or extended, on completion of the
work or December 31, 2014 whichever comes first. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
3. Consultant's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit 1 of this
Agreement, and for services required in the fulfillment of Paragraph 1, the
Consultant shall be paid on an hourly rate based upon the "Schedule of
Rates" in Exhibit 1 of this agreement, which shall constitute full and
complete payment for said services and all expenditures which may be made
and expenses incurred, except as otherwise expressly provided in this
Agreement. The Basic Fee shall not exceed the amount of Thirty Four
Thousand Eight Hundred Fifty and No/100 Dollars ($34,850.00) without
prior written authorization.
2) The parties hereto do expressly agree that the Basic Fee is based upon the
Scope of Services to be provided by the Consultant and is not necessarily
related to the estimated construction cost of the Project. In the event that
the actual construction cost differs from the estimated construction cost, the
Consultant's compensation will not be adjusted unless the Scope of Services
to be provided by the Consultant changes and is authorized and accepted by
the City.
B. Payment Schedule for Basic Fee
Payments shall be made upon receipt of billings based on the work completed.
Billings shall be submitted by the Consultant periodically, but not more frequently
than monthly. Payment by the City shall release the City from any further obligation
for payment to the Consultant for service or services performed or expenses
incurred as of the date of the statement of services. Payment shall be made only for
work actually completed as of the date of invoice. Payment shall not be considered
acceptance or approval of any work or waiver of any defects therein.
C. Payment for Special Services
Only when directed in writing by the City, the Consultant shall furnish or acquire for
the City the professional and technical services based on the hourly rate schedule as
described in Exhibit 1 of this contract for minor project additions and/or alterations.
D. Certified Cost Records
The Consultant shall furnish certified cost records for all billings pertaining to other
than lump sum fees to substantiate all charges. For such purposes, the books of
account of the Consultant shall be subject to audit by the City. The Consultant shall
complete work and cost records for all billings on such forms and in such manner as
will be satisfactory to the City.
E. Contract Identification
The Consultant shall furnish to the City its employer identification number, as
designated by the Internal Revenue Service, or social security number, as the City
deems applicable.
F. Payment—General
1) Consultant shall pay to the Department of Revenue all sums withheld from
employees pursuant to ORS 316.167.
2) Consultant shall pay employees at least time and a half pay for all overtime
worked in excess of 40 hours in any one week except for individuals under
the contract who are excluded under ORS 653.010 to 653.261 or under 29
USC sections 201 to 209 from receiving overtime.
3) Consultant shall promptly, as due, make payment to any person, co-
partnership, association or corporation, furnishing medical, surgical and
hospital care or other needed care and attention incident to sickness or injury
to the employees of Consultant or all sums which Consultant agrees to pay
for such services and all moneys and sums which Consultant collected or
deducted from the wages of employees pursuant to any law, contract or
agreement for the purpose of providing or paying for such service.
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4) The City certifies that sufficient funds are available and authorized for
expenditure to finance costs of this contract.
5) Consultant shall make payments promptly, as due, to all persons supplying
services or materials for work covered under this contract. Consultant shall
not permit any lien or claim to be filed or prosecuted against the City on any
account of any service or materials furnished.
6) If Consultant fails, neglects or refuses to make prompt payment of any claim
for labor, materials, or services furnished to Consultant, sub-consultant or
subcontractor by any person as such claim becomes due, City may pay such
claim and charge the amount of the payment against funds due or to become
due to the Consultant. The payment of the claim in this manner shall not
relieve Consultant or their surety from obligation with respect to any unpaid
claims.
4. Ownership of Plans and Documents: Records
A. The field notes, design notes, and original drawings of the construction plans, as
instruments of service, are and shall remain, the property of the Consultant;
however, the City shall be furnished, at no additional cost, one set of previously
approved reproducible drawings, on 3 mil minimum thickness mylar as well as
diskette in "DWG" or "DXF" format, of the original drawings of the work. The
City shall have unlimited authority to use the materials received from the Consultant
in any way the City deems necessary.
B. The City shall make copies, for the use of and without cost to the Consultant, of all
of its maps, records, laboratory tests, or other data pertinent to the work to be
performed by the Consultant pursuant to this Agreement, and also make available
any other maps, records, or other materials available to the City from any other
public agency or body.
C. The Consultant shall furnish to the City, copies of all maps, records, field notes, and
soil tests which were developed in the course of work for the City and for which
compensation has been received by the Consultant at no additional expense to the
City except as provided elsewhere in this Agreement.
5. Assignment/Delegation
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment shall be of any force or effect
whatsoever unless and until the other party has so consented. If City agrees to assignment of
tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any
subcontractors and of all persons employed by them, and neither the approval by City of any
subcontractor nor anything contained herein shall be deemed to create any contractual relation
between the subcontractor and City.
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6. Consultant is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Consultant's work product is satisfactory and consistent with this agreement, but
Consultant is not subject to the direction and control of the City. Consultant shall
be an independent contractor for all purposes and shall be entitled to no
compensation other than the compensation provided for under Section 3 of this
Agreement.
B. Consultant is an independent contractor and not an employee of City. Consultant
acknowledges Consultant's status as an independent contractor and acknowledges
that Consultant is not an employee of the City for purposes of workers
compensation law, public employee benefits law, or any other law. All persons
retained by Consultant to provide services under this contract are employees of
Consultant and not of City. Consultant acknowledges that it is not entitled to
benefits of any kind to which a City employee is entitled and that it shall be solely
responsible for workers compensation coverage for its employees and all other
payments and taxes required by law. Furthermore, in the event that Consultant is
found by a court of law or an administrative agency to be an employee of the 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 the 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.
C. 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 the Consultant, either directly or
indirectly,in connection with the letting or performance of this Agreement, except as
specifically declared in writing.
D. If this payment is to be charged against Federal funds, Consultant certifies that
he/she is not currently employed by the Federal Government and the amount
charged does not exceed his/her normal charge for the type of service provided.
E. Consultant and its employees, if any, are not active members of the Oregon Public
Employees Retirement System and are not employed for a total of 600 hours or
more in the calendar year by any public employer participating in the Retirement
System.
F. Consultant shall obtain, prior to the execution of any performance under this
Agreement, a City of Tigard Business License. The Tigard Business License is based
on a calendar year with a December 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.
G. Consultant is not an officer, employee, or agent of the City as those terms are used in
ORS 30.265.
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7. Indemnity
A. The City has relied upon the professional ability and training of the Consultant as a
material inducement to enter into this Agreement. Consultant represents to the City that
the work under this contract will be performed in accordance with the professional
standards of skill and care ordinarily exercised by members of the Consultant's
profession under similar conditions and circumstances as well as the requirements of
applicable federal, state and local laws, it being understood that acceptance of an
Consultant's work by the City shall not operate as a waiver or release. Acceptance of
documents by City does not relieve Consultant of any responsibility for design
deficiencies,errors or omissions.
B. Claims for other than Professional Liability. Consultant agrees and shall indemnify,
defend, save and hold harmless the City of Tigard, its officers, employees, agents, and
representatives from all claims, suits, or actions and all expenses incidental to the
investigation and defense thereof, of whatsoever nature, including intentional acts
resulting from or arising out of the activities of Consultant or its subcontractors, sub-
consultants, agents or employees in performance of this contract at both trial and appeal
level, whether or not a trial or appeal ever takes place including any hearing before
federal or state administrative agencies.. If any aspect of this indemnity shall be found to
be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this indemnification.
C. Claims for Professional Liability. Consultant agrees and shall indemnify, defend, save
and hold harmless the City of Tigard, its officers, employees, agents, and representatives
from all claims, suits, or actions and all expenses incidental to the investigation and
defense thereof, arising out of the professional negligent acts, errors or omissions of
Consultant or its subcontractors, sub-consultants, agents or employees in performance
of professional services under this agreement. Any work by Consultant that results in a
design of a facility that is not readily accessible to and usable by individuals with
disabilities shall be considered a professionally negligent act, error or omission.
D. As used in subsections B and C of this section, a claim for professional responsibility is a
claim made against the City in which the City's alleged liability results directly or
indirectly, in whole or in part, from the quality of the professional services provided by
Consultant, regardless of the type of claim made against the City in performance of this
contract. A claim for other than professional responsibility is a claim made against the
City in which the City's alleged liability results from an act or omission by Consultant
unrelated to the quality of professional services provided by Consultant in performance
of this contract.
8. Insurance
Consultant and its subcontractors shall maintain insurance acceptable to 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. Such insurance shall include provisions that such insurance is
primary insurance with respect to the interests of City and that any other insurance maintained
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by City is excess and not contributory insurance with the insurance required hereunder.
The policy or policies of insurance maintained by the Consultant and its subcontractors shall
provide at least the following limits and coverages:
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 Liabiliry
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 an error,
omission or any negligent acts. Combined single limit per claim shall not be less than
$2,000,000, or the equivalent. Annual aggregate limit shall not be less than $3,000,000 and
filed on a"claims-made" form.
C. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of
the contract (Symbol 1 or Symbols 8 and 9 as applicable) Commercial Automobile Liability
coverage on an "occurrence" form including coverage for all owned,hired, and non-owned
vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000.
If Contractor operates a personally-owned vehicle for business use under this contract, the
Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the
contract, business automobile liability coverage for all owned vehicles on an "occurrence"
form. The Combined Single Limit per occurrence shall not be less than$2,000,000.
D. Workers' Compensation Insurance
The Consultant, its subcontractors, if any, and all employers providing work, labor or
materials under this Contract are subject employers under the Oregon Workers'
Compensation Law and shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Consultants who perform work without the assistance or labor of any employee need
not obtain such coverage. This shall include Employer's Liability Insurance with coverage
limits of not less than$1,000,000 each accident.
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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. Coverage will be endorsed to provide a"per project"
aggregate.
F. Extended Reporting Coverage
If any of the aforementioned liability insurance is arranged on a "claims-made" basis,
Extended Reporting coverage will be required at the completion of this contract to a
duration of 24 months or the maximum time period the Consultant's insurer will provide
such if less than 24 months. Consultant will be responsible for furnishing certification of
Extended Reporting coverage as described or continuous "claims-made" liability coverage
for 24 months following contract completion. Continuous "claims-made" coverage will be
acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or
before the effective date of this contract. Coverage will be endorsed to provide a "per
project"aggregate.
G. Insurance Carrier Rating
Coverage provided by the Consultant must be underwritten by an insurance company
deemed acceptable by the 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.
H. 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 the Contractor is self-insured for
commercial general liability or automobile liability insurance the Contractor must provide
evidence of such self-insurance. The Contractor must provide a Certificate of Insurance
showing evidence of the coverage amounts on a form acceptable to the City. The City
reserves the right in its sole discretion to determine whether self-insurance is adequate.
I. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Consultant shall 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 address below prior to
coverage expiration.
J. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
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IC Primary Coverage Clarification
The parties agree that Consultant's coverage shall be primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
L. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability
and commercial automobile policies required by this contract.
A certificate in form satisfactory to the 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. 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.
10. 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 are no longer allowable or
appropriate for purchase under this Agreement.
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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 days or such other period as City may
authorize.
3) If Consultant fails to eliminate a conflict as described in Section 14 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.
11. 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
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on any future occasion.
12. Method and Place of Giving Notice, Submitting Bills and MakingPayments
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:
CITE'OF TIGARD ECONORTHWEST
Attn: Lloyd Purdy,Economic Dev Manager Attn: Abe Farkas
Address: 13125 SW Hall Blvd. Address: 500 Yale Avenue N
Tigard, Oregon 97223 Seattle,Washington 98109
Phone: (503) 718-2442 Phone: (206) 262-8013
Fax: (503) 684-7297 Fax: (Project Mgr's fax #)
Email: llo�,dpa),ti�ard-or.gov Email: farkasneconw.com
and when so addressed, shall be deemed given upon deposit in the United States mail,postage
prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances,
notices, bills and payments shall be deemed given at the time of actual delivery. Changes may
be made in the names and addresses of the person to who notices,bills and payments are to be
given by giving written notice pursuant to this paragraph.
13. Merger
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement shall be effective unless and until it is made in
writing and signed by both parties.
14. Professional Services
The City requires that services provided pursuant to this agreement shall be provided to the
City by an Consultant, which does not represent clients on matters contrary to City interests.
Further, Consultant shall not engage services of an Consultant 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 of an Consultant 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 10 (B -3) of this agreement.
15. Force Majeure
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
10 1P , �
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
subcontractor or supplies due to such cause; provided that the parties so disenabled shall
within ten days from the beginning of such delay,notify the other party in writing of the cause
of delay and its probable extent Such notification shall not be the basis for a claim for
additional compensation. Each party shall, however, make all reasonable efforts to remove or
eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
16. Non-Discrimination
Consultant agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statues, rules, and regulations. Consultant also shall comply with the
Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative
rules established pursuant to those laws. All facilities designed by Consultant under this
contract shall be designed to be readily accessible to and usable by individuals with disabilities
as required by the Americans with Disabilities Act.
17. Errors
Consultant shall perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
18. Extra (Changes) Work
Only the City's Project Manager may authorize extra (and/or change) work. Failure of
Consultant to secure authorization for extra work shall constitute a waiver of all right to
adjustment in the contract price or contract time due to such unauthorized extra work and
Consultant thereafter shall be entitled to no compensation whatsoever for the performance of
such work.
19. Governing Law
The provisions of this Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
20. Compliance With Applicable Law
Consultant shall comply with all federal, state, and local laws and ordinances applicable to the
work under this Agreement,including those set forth in ORS 279A,279B,and 279C.
21. Conflict Between Terms
It is further expressly agreed by and between the parties hereto that should there be any
conflict between the terms of this instrument in the proposal of the contract, this instrument
shall control and nothing herein shall be considered as an acceptance of the said terms of said
proposal conflicting herewith.
22. Access to Records
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.
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23. Audit
Consultant shall maintain records to assure conformance with the terms and conditions of this
Agreement, and to assure adequate performance and accurate expenditures within the contract
period. Consultant agrees to permit 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.
24. Severability
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction, the validity of the remaining terms and provisions shall
not be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
25. Industrial Accident Fund Payment
Consultant shall pay all contributions or amount due the Industrial Accident Fund form that
Consultant or subcontractors incur during the performance of this Agreement.
26. Complete Agreement
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
No waiver, consent,modification, or change of terms of this Agreement shall bind either party
unless in writing and signed by both parties. Such waiver, consent, modification, or change if
made, shall be effective only in specific instances and for the specific purpose given. There are
no understandings, agreements, or representations, oral or written, not specified herein
regarding this Agreement. Consultant,by the signature of its authorized representative,hereby
acknowledges that he/she has read this Agreement, understands it and agrees to be bound by
its terms and conditions.
IN WITNESS 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 TIGARD ECONOR T
By: Marty Wi , City Manager By: AurhorikedSZntractor Representative
4
Date Date
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EXHIBIT A
SCOPE OF SERVICES
1. Background
As the national and local economy recovers from recession, the limited number of large urban
industrial sites (above 25 acres) in the Portland metro region are, once again, catching the eye of
experienced developers. A well-located and sizable collection of contiguous properties in the
City of Tigard is the focus of such interest. Even though this 42-acre site is located within the
bounds of the City, it lacks the infrastructure that would make the site suitable for development
—no water, no sewer,no utilities, and limited access from roads.
The addition of public infrastructure on this site provides an opportunity to introduce a variety
of new economic uses to a vacant parcel while also upgrading facilities, property value,
employment levels, and economic capacity in the surrounding area. This area includes 126
industrial, manufacturing, wholesale and commercial businesses employing about 1,400 people.
It is located on 253 acres within 1.25 miles of I-5 and is well suited for redevelopment and
reinvestment given local constraints on regional and the City of Tigard's industrial zoned lands.
Supporting development on existing but underutilized urban lands within the UGB requires
collaboration between public and private partners. A public/private partnership has formed to
advance development of 42 acres of undeveloped property at the corner of Wall Street and
Hunziker Road near Hwy 217 in Tigard. Partners include interested developers, a motivated
land owner, and an engaged municipal partner. Through the creation of a public infrastructure
finance plan this project will define the appropriate scale and scope of infrastructure, address the
responsibilities of public and private sector partners, and provide a clear roadmap to the
financing mechanisms that ensure public infrastructure serves private sector investment while
benefiting the residents of Tigard.
2. Project Definition
The purpose of this project is to assist public and private sector partners in the development of
public infrastructure (including roads and other transportation solutions as well as utilities, and
telecom) in order to maximize the private sector's ability to locate new industrial, manufacturing
and employment-generating uses on a 42 acre site (see graphic A) and support redevelopment in
the surrounding industrial zoned area (see graphic B).
Building upon the site analysis and conceptual use schematics developed by a city-led team in
January 2014, a consultant will advance this project by scoping and providing preliminary
engineering of a preferred infrastructure scenario. This process includes gathering input from
the city-led development advisory team. Consultant's work will continue with financial analysis
and recommendations of a range of funding strategies. The project will conclude with the
Consultant's submission of a public infrastructure development agreement for use as a roadmap
by the City and private sector partners.
3. Scope of Work
The scope of work to be performed by the Consultant shall include, but may not be limited to,
the following:
13
Task I: Scope, Define & Cost Infrastructure Project
A. Project kick-off. The Consultant's Team shall meet with City staff to discuss the details of
the project scope of work and schedule. At this meeting, the City will bring Consultant up to
speed on the project, identifying key questions that need to be answered, and areas where
general consensus has already been reached. This is an additional subtask, not stated in the
IRFP.
B. Preliminary engineering. Consultant will work with the City, building off of the 2014 Fields
Property Study to identify specific infrastructure projects that are anticipated to be needed for
development of the site. These would include both on- and off-site projects, including
transportation, water, and sewer projects. Consultant will provide preliminary engineering for
each project, in sufficient detail to provide cost estimates. Note that engineering analysis for
infrastructure on Fields Industrial Property should provide a higher level of detail than
surrounding area.
Note that the 2014 Fields Property Study did not conclusively identify the specific
infrastructure improvements needed for the site. Choices remain on which potential road
alignments, intersection improvements, and other projects are most critical to stimulate
development of the Fields Property and surrounding area. During this task, Consultant will
review supporting documents and solicit input from City staff and key stakeholders, and make
a recommendation to the City on which specific infrastructure projects should be included in
the Site-Specific Infrastructure Plan, based on the expected ability of the projects to leverage
private investment. In short, Consultant will determine which projects will give the City the
most bang for their buck, and these projects will be the subject of the preliminary engineering
analysis.
For the Fields property, Consultant will advance an estimate based on known conditions,
ranging from the slopes and soils conditions to specific planning around the rail spur and
adjacent business access. As related to off-site improvements or work extending beyond the
set of existing data, Consultant will work with the City's Master Plans and work recently
provided by others related to nearby developments to provide cost impacts.
C. Cost estimates. Consultant will provide cost estimates for the infrastructure improvements
documented in the Task 1.B. The cost estimates will be in current, 2014 dollars, including an
inflation schedule for future years, so that project costs can easily be adjusted for inflation if
the project schedule changes. After providing the City with the opportunity to review and
comment on these cost estimates Consultant will convene an Advisory Committee, comprised
of property owners, prospective developers, and infrastructure providers. These cost estimates
would be shared with the Advisory Committee, and revisions to the cost estimates or the
project list would be made based on feedback. For additional information on the Advisory
Committee's role on the project, see Task 4.
Historically, Mackenzie has completed a range of projects spanning both public works and
private development. Their experience on those projects lends them a database of
construction costs and a network of contacts to utilize in their estimates. Their recent public
projects, which include a wide assortment of types from industrial collectors to green street
14 1 Page
improvements, have shown their preliminary estimates to be in line with contractor bidding.
The goal is always to set a reasonable and practical budget such that the City can plan
appropriately.
Task 1 Product: Identification and description of infrastructure projects with cost estimates
Meetings (2):
Kick-Off Meeting with City Staff
Advisory Committee Meeting#1
Budget: $11,500
Schedule:April—May
Task II: Infrastructure Financing Plan
D. Infrastructure finance plan template. Consultant shall create a generic model
"infrastructure finance plan,"which would serve two purposes: (1) the document could be re-
used by similar cities with challenging development sites, providing a template for solving
infrastructure funding issues, and (2) the document would serve as an outline for the
Infrastructure Finance Plan, showing the City all of the topics that would be covered, the steps
in the analysis, and the format of the final report. This document would include a tool (like a
PERT chart) to track agreement from public- and private-sector partners on roles and
responsibilities.
E. Determine funding roles and responsibilities. The Advisory Committee would be
convened a second time to discuss the "fair share" of project costs that should be borne by all
parties. This conversation would be informed by estimates of SDC and TDT revenue (and
any other development derived funding sources that may be available for these infrastructure
projects). After agreeing on a high-level, draft funding strategy, Consultant shall analyze and
document the public and private sector actions, costs,benefits and fiscal impacts.
The City requests that an economic impact analysis be included as part of this task. Consultant
has conducted hundreds of economic impact analyses for all types of economic activities. For
a complete economic impact analysis, Consultant will use an input-output modeling program
called IMPLAN to map expenditures in hundreds of specific industry sectors, and model the
economic impacts as those expenditures ripple through the local economy. A rigorous analysis
will likely require a level of effort that cannot be achieved with the limited project budget.
Moreover, such analysis is unnecessary at this time, as the cost estimates are too preliminary
and too high-level to provide sufficient detail, regarding the breakdown of expenditures by
industry sector.
Consultant can leverage their experience on other economic impact studies in the region to
identify the appropriate multipliers (i.e., how many direct, indirect, and induced jobs are
created for every $1 million spent on new construction and infrastructure), and provide high-
level estimates of the total jobs and spending that would be created by the project. This
approach will result in summary tables showing the number of jobs, personal income, and
economic output generated from short-term construction impacts, as well as ongoing
operating impacts from new development. Additionally, the Consultant will estimate the
property tax revenues that would be generated from development on the site, including
impacts to the City of Tigard,and other affected taxing districts.
15 Pag
F. Infrastructure finance plan. The final step in this task is writing the Infrastructure Finance
Plan. This would include taking general funding responsibilities and refining them into specific
financing tools, showing how much revenue would be generated by each tool, each year, and
when each infrastructure project could be funded based on those revenue projections. At the
second Advisory Committee meeting, Consultant will provide the group with an overview of
their numerous financing tools and funding sources available for the project. Consultant will
lead the Advisory Committee through a group discussion to whittle down the list of potential
tools to focus only on those tools with the greatest applicability to these projects. Following
the second Advisory Committee meeting, Consultant will create a detailed financing plan,
using the tools identified by the group.
The draft infrastructure finance plan will be reviewed by the City, and Consultant shall make
whatever revisions are necessary based on City feedback. Consultant will then convene the
Advisory Committee to review the draft finance plan.
Task 2 Products
Infrastructure Finance Plan Template Infrastructure Finance Plan (Draft and Final)
Revenue forecasts
Meetings (2):
Advisory Committee Meeting#2
Advisory Committee Meeting#3
Budget: $10,790
Schedule:June—July
Task III: Infrastructure Memorandum of Understanding
G. Infrastructure finance memorandum of understanding (MOU) template. The City
requests that the Infrastructure Finance Plan be implemented through a formal development
agreement. Development agreements are legally binding documents that obligate each party
to honor commitments or suffer penalties. As such, they take lots of time and expense to
negotiate (particularly if there are numerous parties involved). These development
agreements are frequently amended over time, requiring additional time and expense.
Development agreements also require attorney's fees for each party involved, which adds
considerable expense, beyond the budget that has been identified for this project. Given the
City's limited budget, Consultant recommends negotiation of a rigorous MOU instead of a
development agreement. An MOU, while lacking the legally binding obligations of a
development agreement, still accomplishes the same key objectives: Getting the public- and
private-sector partners to agree on the pivotal business points.
Consultant will create a template/reusable model for an infrastructure finance MOU that can
be used by other communities to commit public- and private-sector partners to their agreed
upon roles and responsibilities in financing infrastructure for new development. Consultant
shall begin by collecting examples of similar agreements that have been used on successful
projects in the region. After reviewing these example agreements, Consultant will create a
new MOU, building upon the strengths of each of the documents we will have reviewed.
Note that the City Attorney's Office will likely want to participate in this task, reviewing our
draft infrastructure finance MOU template, and ensuring that the document adequately
16 1'
protects the City's interests. This template document will also serve as an outline for the
Fields Property infrastructure finance MOU that would be created in the next subtask.
H. Infrastructure finance MOU. Based upon the template created in Task G, Consultant will
prepare a public infrastructure finance MOU for use by the City and its private sector
partners. A fourth Advisory Committee meeting would be held to review the draft MOU
with all public- and private-sector partners. It is possible that not all parties may be satisfied
with the agreement, and some may want extensive negotiations and revisions to the language
in the agreement before they are willing to sign onto it. The amount of time required for
these negotiations is impossible to estimate at this time. Given the fixed-fee nature of the
contract, Consultant may not be be heavily involved in whatever negotiations may be
required. Any negotiations that would need to occur outside of the specified Advisory
Committee meetings and one-on-one meetings (described in Task 4), would be outside of
this scope of work, and would require additional budget.
Task 3 Products
Infrastructure development agreement template
Infrastructure development agreement (draft and final)
Meeting (1):
Advisory Committee Meeting#4
Budget: $5,040
Schedule: August
Task IV: Stakeholder involvement
I. One-on-one meetings with key stakeholders. One task that is not described in the IRFP,
is stakeholder facilitation. However, Consultant believes this is an important component for
this project, and Consultant believes the City agrees, as part of the evaluation criteria is
"experience facilitating collaborations between public and private sector partners..."
Consultant has specifically called out this fourth task on stakeholder facilitation, and make it
an explicit part of our work program. Consultant recommends two approaches to
stakeholder involvement: one-on-one meetings, and an Advisory Committee. Both
approaches would involve the same key stakeholders, but in different formats.
For one-on-one meetings, ECONorthwest's key personnel would meet once with each key
stakeholder, defined as any party who may be asked to fund a portion of the infrastructure
costs for the Fields Property. Consultant knows that these stakeholders will include the
Trust that owns the field site, and prospective developers working with the trust, and the
City of Tigard. The City will identify other stakeholders who should be involved in the
process, and we will conduct one-on-one meetings with them as well. At these meetings we
will solicit candid opinions from all stakeholders on their role in funding infrastructure on
the site.
J. Advisory Committee meetings. In addition to one-on-one meetings, Consultant will
convene a series of Advisory Committee meetings with all key stakeholders. The scope of
work assumes four of these meetings, tied to key project milestones requiring input from the
stakeholders who will be asked to contribute to the infrastructure finance plan. Each of
these meetings would be led by the Consultant's Team, but meeting locations would need to
17 1 Pagc
be provided by the City. In each of the tasks above, Consultant notes when a meeting would
occur, and how it relates to the broader scope of work. These Advisory Committee
meetings are summarized below:
Meeting 1. Cost estimates
Meeting 2. Roles and responsibilities
Meeting 3. Infrastructure finance plan
Meeting 4. Infrastructure finance MOU
Task 4 Products
Agendas, PowerPoint presentation,and meeting minutes for four meetings
Meetings (8):
(4) Advisory Committee Meetings
(4) One-on-one meetings
Budget: $7,520
Schedule:April—August
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EXHIBIT B
CONSULTANT'S PROPOSAL
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