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Valerie Otani ~ C110045 City of Tigard CONTRACT CHANGE ORDER/ 13125 s� Hall Blvd.11 Tigard,Oregon 97223 ■ AMENDMENT SUMMARY Phone- (503) 639-4171 T I G A RD FIELD CHANGE ORDER FORM Fax- (503) 684-7297 www.ti r'ga d-or.gov Project Title: Downtown Public Art Project Manager: Sean Farrelly Contractor: Valerie Otani Original Contract#: C110045 Effective Dates: 6/2/11 to 6/30/15 _Change Order/Amendment Amount: $ Accounting String:940-8000-56005 Amendment Percentage Running Total: AMENDMENT DETAILS Change effective date and duration to December 31, 2015 ICHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ I REASONING FOR CHANGE ORDER/AMENDMENT Delay in project REQUESTING PROJECT MANAGER i AP A`OVING CITY STAFF —— — —Signature Signature Date Date Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules, regulations, and laws that may be in effect for the work. The unit pricing in the original contract shall apply to Signature all additional work. A copy of this form, once completed,is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember—the cumulative total of Amendments cannot exceed the project's FY budget. _ Date CITY CENTER DEVELOPMENT AGENCY,TIGARD OREGON AMENDMENT TO CONTRACT DOWNTOWN PUBLIC ART CONSULTANT C110045 AMENDMENT #4 The Agreement between the City Center Development Agency municipal corporation of the State of Oregon, hereinafter called Agency, and Valerie Otani, hereinafter referred to as Contractor, entered into on the 2nd day of June,2011 is hereby amended as follows: EFFECTIVE DATE AND DURATION This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise terminated or extended,on December 31,2015. All work under this Agreement shall be completed prior to the expiration of this Agreement. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF TIGARD CIT • NTEE DEVELOPMENT AGENCY VALERIE OTANI 1A.A# 01/111A °- 7f/t/i4' Signatu e Signature Printed Name Printed Name y �! / Inc Date Date City of Tigard CONTRACT CHANGE ORDER/ 13125 SW Hall Blvd. Tigard, Oregon 97223 I AMENDMENT SUMMARY Phone- (503) 639-4171 TIGARD FIELD CHANGE ORDER FORM Fax- (503) 684-7297 www.tigard-or.gov tigard-or.gov Project Title: Downtown Public Art Project Manager: Sean Farrelly Contractor: Valerie Otani Original Contract#: C110045 Effective Dates: 6/2/11 to 12/31/14 Change Order/Amendment Amount: $ Accounting String:940-8000-56005 Amendment Percentage Running Total: AMENDMENT DETAILS Change effective date and duration to June 30, 2015 ICHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ I REASONING FOR CHANGE ORDER/AMENDMENT Delay in project REQUESTING PROJECT MA GGER APPROVING CITY STAFF Signa Signature Date Date Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules, regulations, and laws that may be in effect for 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 Date of Amendments cannot exceed the project's FY budget. CITY CENTER DEVELOPMENT AGENCY,TIGARD OREGON AMENDMENT TO CONTRACT DOWNTOWN PUBLIC ART CONSULTANT C110045 AMENDMENT #3 The Agreement between the City Center Development Agency municipal corporation of the State of Oregon, hereinafter called Agency, and Valerie Otani, hereinafter referred to as Contractor, entered into on the 2nd day of June, 2011 is hereby amended as follows: EFFECTIVE DATE AND DURATION This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise terminated or extended, on June 30, 2015. All work under this Agreement shall be completed prior to the expiration of this Agreement. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY O.TIG• : S CIT CEN OR EVELOPMENT AGENCY VALERIE OTANI Sig ature Signature Lt4/1 AC140— Vatoi ,c Printed Name Printed Name 1/(qc ifb/7.19,s- Date Date C /CO CIS CITY CENTER DEVELOPMENT AGENCY,CITY OF TIGARD OREGON AMENDMENT TO CONTRACT DOWNTOWN PUBLIC ART CONSULTANT AMENDMENT #2 The Agreement between the City Center Development Agency of the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called Agency, and Valerie Otani, hereinafter referred to as Contractor, entered into on the 2nd day of June, 2011 is hereby amended as follows: COMPENSATION Increase not to exceed budget by $3,750 (from $9,500 to $13,250),to perform additional work on the Downtown Public Art project. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise terminated or extended, on December 31, 2014. All work under this Agreement shall be completed prior to the expiration of this Agreement. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF TIGARD/ CITY CENTER DEVELOPMENT AGENCY VALERIE OTANI 7-)0,4/5j-- Signature Signature .C€41-k 1w ' ( Uctle ' io tifTtw Printed Name Printed Name 7(13/1 3 7/2--3/ Date Date Ciicx -S CITY CENTER DEVELOPMENT AGENCY,TIGARD OREGON AMENDMENT TO CONTRACT DOWNTOWN PUBLIC ART CONSULTANT AMENDMENT#1 The Agreement between the City Center Development Agency municipal corporation of the State of Oregon, hereinafter called Agency, and Valerie Otani, hereinafter referred to as Contractor, entered into on the 2nd day of June, 2011 is hereby amended as follows: EFFECTIVE DATE AND DURATION This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise terminated or extended, on June 30, 2013. All work under this Agreement shall be completed prior to the expiration of this Agreement. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY CENTER DEVELOPMENT AGENCY VALERIE OTANI , , `LL ( � . Signature Signature Sego Frrel(y \dial ( 01-414/ Printed Name Printed Name 69 /1 )/ ) 611 /Vi/2- Date Date ikL Contract� m . r+ ofi, i . Ill ili 1 111 G/4/4 L. TIGARD CCDA CITY CENTER DEVELOPMENT AGENCY OF THE CITY OF TIGARD,OREGON PERSONAL SERVICES AGREEMENT SY THIS AGREEMENT made and entered into this 1- day of Iv 144,41 144,41 y by and between the City Center Development Agency of the City of Tigard, a public body in the State of Oregon, created under ORS 457, hereinafter called Agency and Valerie Otani,hereinafter called Contractor. RECITALS Agency has need for the services of a company with a particular training, ability,knowledge, and experience possessed by Contractor, and Agency has determined that Contractor is qualified and capable of performing the professional services as Agency does hereinafter require,under those terms and conditions set forth: Therefore,the parties agree as follows: SCOPE OF WORK Contractor shall initiate services upon receipt of Agency's notice to proceed together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A — Scope of Work and by this reference made a part hereof. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise terminated or extended, on June 30, 2012 . All work under this Agreement shall be completed prior to the expiration of this Agreement. COMPENSATION Agency agrees to pay Contractor an amount not to exceed nine thousand, five hundred dollars ($9,500) annually for performance of those services described in this Agreement. Payment will be made based on Contractor's invoice, subject to the approval of the Agency, and not more frequently than monthly. Payment shall be payable within thirty(30) days from the date of the Contractor's invoice. CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices,bills,payments,and other information: City Center Development Agency of the City of Valerie Otani Tigard Attn: Sean Farrelly,Redevelopment Project Mgr. Attn: 13125 SW Hall Blvd. 2917 SW Hume Ct. Tigard, Oregon 97223 Portland, OR 97219 Phone: (503) 718-2420 Phone: (503) 307-8140 Fax: (503) 718-2748 Fax: 1 • Contract# Email Address: sean @tigard-or.gov I Email Address: otani @easystreet.net CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor acknowledges that for all purposes related to this Agreement, Contractor is and shall be deemed to be an independent contractor as defined by ORS 670.600 and not an employee of Agency, shall not be entitled to benefits of any kind to which an employee of Agency is entitled and shall be 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 Agency for any purpose,Agency shall be 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 Agency or third party) as a result of said finding and to the full extent of any payments that Agency is required to make (to Contractor or to a third party)as a result of said finding. Contractor acknowledges that for all purposes related to this Agreement,Contractor is not an officer,employee, or agent of the Agency as those terms are used in ORS 30.265. INDEMNIFICATION Agency has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor warrants that all 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 Agency shall not operate as a waiver or release. Contractor and Agency agree to indemnify and defend the other, and the other's officers, agents and employees and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments or other costs or expenses including attorney's fees and witness costs and (at both trial and appeal level,whether or not a trial or appeal ever takes place) incurred by the party being indemnified resulting from the indemnifying party's acts (or failure to act when action is appropriate) that may be asserted by any person or entity which in any way arise from or relate to this Agreement or the performance of obligations under this agreement, except liability arising out of the sole negligence of the party being indemnified. The indemnification by Contractor of the Agency shall also cover claims brought against the Agency under state or federal worker's compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. INSURANCE Contractor shall maintain insurance acceptable to Agency in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or work hereunder. The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and coverages: a. Commercial General Liability Insurance Contractor shall 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(1996 ISO 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 1,000,000 Products-Completed Operations Aggregate 1,000,000 2 Contract# Personal&Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage(any one fire) 50,000 Medical Expense(any one person) 5,000 b. Business Automobile Liability Insurance If Contractor will be delivering the goods, Contractor shall provide Agency a certificate indicating that Contractor has automobile liability coverage for all owned,hired, and non-owned vehicles. The bodily injury and property damage liability limits shall be not less than; $25,000 per person,$50,000 per crash for bodily injury to others; and $10,000 per crash for damage to the property of others. In addition, Contractor,in accordance with State law shall carry both Personal Injury Protection (for reasonable and necessary medical,dental,and other expenses one year after crash) for not less than$15,000 per person and Uninsured Motorist Coverage of not less than$25,000 per person and$50,000 per crash for bodily injury. Said insurance shall name Agency as an additional insured and shall require written notice to Agency thirty (30) days in advance of cancellation. If Contractor hires a carrier to make delivery, Contractor shall ensure that said carrier complies with this paragraph. c. Workers'Compensation Insurance The Contractor and all employers providing work,labor or materials under this Contract that are either 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 or employers that are exempt under ORS 656.126. 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 such coverage. This shall indude Employer's Liability Insurance with coverage limits of not less than$500,000 each accident d. Insurance Carrier Rating Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the Agency. The Agency reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. e. Certificates of Insurance or Copies of Auto Insurance Coverage As evidence of the insurance coverage required by the contract, the Contractor shall furnish a Certificate of Insurance or copies of their auto insurance to the Agency. No contract shall be effected until the required certificates have been received and approved by the Agency. The procuring of such required insurance shall not be construed to limit contractor's liability hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. TERMINATION The parties agree that any decision by either party to terminate this Agreement before either before the work is completed or the 30th day of June,2012 shall be accompanied by thirty (30) days written notice to the other party prior to the date termination would take effect. There shall be no penalty for early termination. If Agency terminates the contract pursuant to this paragraph,it shall pay Contractor for services rendered prorated to the date of termination. - 3 Contract# AGREEMENT MODIFICATIONS Modifications to this Agreement are valid only if made in writing and signed by all parties. OWNERSHIP OF WORK PRODUCT Agency shall be the owner of and shall be 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. GOVERNING LAW Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on non- discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age,medical condition or disability. The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 to be included in a contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, Contractor must make payment promptly as due to persons supplying Contractor labor or materials for the execution of the work provided by this order. Contractor must pay all contributions or amounts due from Contractor to the Industrial Accident Fund incurred in the performance of this order. Contractor shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of Agency on account of any labor or material to be furnished. Contractor further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. COMPLETE AGREEMENT This Agreement and attached exhibit constitutes the entire Agreement between the parties. 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. Contractor, 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, Agency has caused this Agreement to be executed by its duly authorized undersigned officer and Contractor has executed this Agreement on the date hereinabove first written. CITY CENTER DEVELOPMENT AGENCY OF THE CI OF TIGARD CONTRACTOR tial/lela P ' \\]aika Qr7AA-'1 By: Ron Bunch,Community Development Dir ctor By: Valerie Otani ' 1) tAAkb 71 2 X i,1 m. - )1 , 2_0(i Date Date 4 Contract# Exhibit A Scope of Work 1. Scope of Services and Deliverables A. Preparation 1. Meet with staff for orientation to project; identify sites, design character, goals for the artwork and budget.Create work plan and timeline for the selection and completion of the artworks. 2. Create an art selection committee. Clarify their roles, responsibilities and projected timeline. Recruit members and serve as their central contact. 3. Meet with selection committee meeting to give an orientation to the project, an overview of public art and define goals.For example,committee will identify potential sites,the distribution of the budget,the geographic pool for the artists (local, regional, national) and the means of selection (invitation, open call) These goals will be the basis for writing the call(s) for entries by the consultant. 4. Write call to artists,including images of streetscape design and potential sites. 5. Committee and staff review call by e-mail before listing. Make revisions if needed. Distribute to appropriate art networks.Answer inquiries from applicants. B.Artist Selection 1. Prepare applications for screening by committee. Conduct meeting with selection committee to review applications and select finalists. Notify finalists. Conduct on site orientation. Schedule date for interviews. 2. Complete artist selection. There will be variation, if we are selecting a single artist, or splitting the budget into multiple projects. 3. Make sure artist's proposal is properly engineered. Review proposal with maintenance, art conservator and risk management prior to final design approval. 4. Monitor progress through phone check in, photos of progress, optional studio visit, if local. Coordination and communication between the artist and the project, keeping both informed of progress, any changes in design or schedule. Any significant changes in the design to be reviewed by the committee. Communication with the committee to keep them engaged through the completion of the project. C.Artist Contract 1. Write design and fabrication contracts for the artist.Review the contract with City of Tigard.Negotiate with artist.Monitor contracts 2. Coordinate and oversee installation,insuring that utility and safety requirements are followed. 3. Prepare publicity materials,assist with public opening event. 4. Secure documentation and permanent record forms from the artist,including maintenance schedule, procedures and training of staff,if needed. 2.Fee Schedule For this contract,hourly rates are as follows: Staff Hourly Billing Rate Valerie Otani $100.00 5