FCS Group ~ C150053 City of Tigard
CONTRACT CHANGE ORDER 13125 SW Hall Blvd.
�� "Tigard, Oregon 97223
0 F7 AMENDMENT SUMMARY Phone- (503) 639-4171
FIELD CHANGE ORDER FORM Fax- (503) 684-7297
w�-xv.a and-or. oar
Project Title: On-Call SDC Consulting Services Project Manager: Toby LaFrance
Contractor: FCS Group Original Contract #: C150053
Effective Dates: 2/5/2015 Chane Order/Amendment Amount: $ 10,450
Accounting String: 600-2000-54001 Amendment Percentage Running Total: %
AMENDMENT DETAILS
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
Parks System Work Tasks 4650
Transportation System Work Tasks 5800
REASONING FOR CHANGE ORDER/AMENDMENT
Council continued deliberations which exceeded scope of original contract.
REQUESTING PROJECT MANAGER APPRO ITY 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 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
ON-CALL SDC CONSULTING SERVICES—C150053
AMENDMENT#1
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City, and FCS Group, hereinafter referred to as Contractor, entered into on the 5`h day of February,
2015, is hereby amended as follows:
3. Consultant's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit A of this Agreement, and for
services required in the fulfillment of Paragraph 1, the Consultant shall be paid on an hourly
time-and-material rate based upon the "Schedule of Rates" in Exhibit B 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. There is
no guarantee on the amount of hours the Consultant will be asked to perform under this
Agreement, the work shall be complete "on-call" in nature. The total amount paid to the
Consultant under this Agreement shall not exceed the amount of Twenty Thousand
0 Thirty Thousand Four Hundred Fifty and No/100 Dollars ($20,000.00 $30,450.00).
EXHIBIT A
SCOPE OF SERVICES
PARKS SYSTEM WORK TASKS
Additional Tasks I
A.1. Internal Coordination and Documentation
A.2. Stakeholder Meeting
A.3. Council Meetings
TRANSPORTATION SYSTEM WORK TASKS
Additional Tasks I
B.I. Internal Coordination and Documentation
B.2. Stakeholder Meeting (non res stakeholders)
B.3. Council Meeting
SCHEDULE AND COST OF ADDITIONAL SERVICES
Additional work as outlined in this amendment shall be completed by June 30, 2015 and shall not
exceed a cost of Ten Thousand Four Hundred Fifty and No/100 Dollars ($10,450.00).
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 FCS GROUP
Signature Signatures,
Printed Name Printed Name
Date Date
EXHIBIT A
CONSULTANT'S PROPOSALS
��>FCS GROUP Firm Headquarters Serving the Western U.S.
4
�� Redrr.onJ Tcwn Center and Canada since 1988
Solations-Oriented Consulting 7526 16611,F,ve NE Washington 1 425.867.1802
Suite D-215 Oregon i 503.841.6543
?edrr ond,Washington 98052
May 6, 2015
City of Tigard
Attn: Toby LaFrance, Director of Finance
13125 SW Hall Blvd
Tigard, Oregon 97223
Ph. (503) 718-2477
Subject: City of Tigard Infrastructure Financing Services Amendment 1
Dear Mr. LaFrance:
As we have completed our original work scope for transportation and parks services under the contract
agreement with the City, additional "unanticipated services" are hereby requested as summarized below.
1. Parks System Services
2. Transportation System Services
A list of required services and related costs are referenced in Attachment A. All work contained in this
amendment shall be completed for a not to exceed budget of$10,450 and by June 30, 2015.
Your authorization below will serve as a contract amendment to these services. Please do not hesitate to
contact Todd Chase with any questions.
Sincerely,
FCS GROUP
Todd Chase, AICP, LEED
Principal
4000 Kruse Way Place, 1-Ste 220
Lake Oswego, OR 97035
(503) 841-6543
toddc@fcsgroup.com
NOTICE TO PROCEED B Y OF TIGARD:
Signature#d Date
i
May 6, 2015
Toby LaFrance, Director of Finance
City of Tigard Infrastructure Financing Services
page 2
Attachment A, List of Additional Services
... FCS
ChSr. PM Analyst ase�
Hxdy Rate W
Parks Systun 1&&k Tasks
Al. Intend Coordination and LbcuanentAon 6 2 2 10 $1,600
A2. Stakeholder Meeting 6 2 1 9 $1,525
A3. Council Meeting 6 2 1 9 $1,525
Subtotall 181 61 41 28 $4,650
Trmsportafion System VVxk Tasks
B1. Internal Coordination and Documentation 6 2 8 $1,450
B2. Stakeholder Meeting(non res stakeholders) 12 4 16 $2,900
B3. Council Meeting 61 2 8 $1,450
Subtotal 241 81 01 32 $5,800
• • $10,450
•:;>FCS GROUP www.fcsgroup.com
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUST ACCOMPANY EVER Y CONTRACT)
Contract Tide: On-Call SDC Consulting Services Number: 0 600SS
Contractor: FCS Group Contract TotaL• $20,000
Contract Overview: Provide professional on-call SDC consulting services for the city.This is an as
needed contract Contractor may appear before council and respond to staff
questions and other SDC related issues or services
Initial Risk Level: ❑ Extreme ❑ High ❑Moderate ❑Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Toby LaFrance Ext: 240 Department: FIS
Type: ❑ Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ® Other: Prof Sery Agree Start Date: 2/5/15 End Date: 6/30/2016_
Quotes/Bids/Proposal: FIRM Amouw/ScoRE
FCS Group Direct Appointment
Account String: Fund-Division-Account Work Order—ActivitvTTe Amount
Year 1 600-2000-54001 S20.000
Year 2
Year 3
Year 4
Year 5
Approvals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Office alonSwith a
completed Contract Checklist.
Contract#C1 ISoos_3
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
ON-CALL SDC CONSULTING SERVICES
THIS AGREEMENT, made and entered into this 5h day of February, 2015, by and between the
City of Tigard, a municipal corporation, hereinafter referred to as the "City," and FCS Group,
hereinafter referred to as the "Consultant." j
RECITALS
WHEREAS, the City's 2014-2015 fiscal year budget provides for on-call SDC consulting services;
and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City;and
I
WHEREAS, the City desires to engage the Consultant to render SDC consulting services as
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 perforin professional SDC consulting services in accordance with the
terms and conditions set forth herein, and as provided in Exhibit A, 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 June 30, 2016 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 A of this Agreement,and
for services required in the fulfillment of Paragraph 1, the Consultant shall be paid
on an hourly time-and-material rate based upon the "Schedule of Rates" in Exhibit B
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. There is no guarantee on the amount of hours
the Consultant will be asked to perform under this Agreement, the work shall be
complete "on-call" in nature. The total amount paid to the Consultant under this
Agreement shall not exceed the amount of Twenty Thousand and No/100 Dollars
($20,000.00).
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 B 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.
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
2I Pagc
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.
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,
31Page
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 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.
G. Consultant is not an officer, employee, or agent of the City as those terms are used in
ORS 30.265.
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.
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ii
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 negligent acts or intentional misconduct, resulting
from or arising out of the activities of Consultant, or its subcontractors, sub-consultants,
agents, or employees in performance of this contact 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 j
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
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:
5 1 P .l �rt
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 Liability
Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this
contract, Professional Liability Insurance covering any damages caused by any actual or
alleged negligent act,error or omission in the rendering of or failurel to render Professional
Services. Combined single limit per claim shall not be less than $2,000,000, or the
equivalent. Annual aggregate limit shall not be less than$3,000,000 and filed on a "claims-
made" form.
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.
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
61Page
i
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 terns are
used in ORS 30.265.
K. PrimM 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:
7 1 Page
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.
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 Consttltant, 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
8 1 Parc
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
on any future occasion.
12. Method and Place of Giving Notice, Submitting Bills and Maldng Payments
All notices,bills and payments shall be made in writing and may be given by personal delivery,
mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The
following addresses shall be used to transmit notices,bills,payments,and other information:
CITY OF TIGARD FCS GROUP
Attn: Toby LaFrance,FIS Director Attn: Todd Chase
Address: 13125 SW Hall Blvd. Address: 4000 Kruse Way Plaza
Tigard, Oregon 97223 Building 1,Suite 220
Lake Oswego, Oregon 97035
Phone: (503) 718-2406 Phone: (503) 841-6543
Fax: (503) 684-7297 Fax: (425) 867-1937
Email: tobyc,tigard-or.gov Email: toddcyfcsgroup.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.
9I Page
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
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 tlhc
work required under this Agreement without undue delays and without additional cost.
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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. CompHance With Ap,12licable 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.
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. 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.
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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 TIGA7
� FCS GROUP -
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By: _ �e / � By Authorized Contractor Representative
T"� roll,ti,a> �rnckct : atin'pc. w 2rU v�j�f n
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Date t ��f Date
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EXHIBIT A
SCOPE OF SERVICES
The Consultant shall render professional on-call SDC consulting services for the City of Tigard. We
propose to provide service as needed and bill the City on a time-and-materials basis with a ceiling of
Twenty Thousand and No/100 Dollars ($20,000.00). Services shall consist of the following:
1. Responding to staff questions about SDCs.
2. Appearing before City Council to make presentations or answer questions about SDCs.
3. Other SDC-related issues or services that are not covered by separate contracts (i.e. creation of
SDC methodology).
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EXHIBIT B
SCHEDULE OF RATES
LEVEL HOURLY RATE
Principal $225
Senior Project Manager $195
Project Manager $165
Analyst $115
Administrative Support $75
It shall be anticipated that most hours shall be conducted and billed at the project manager level.
Major direct expenses, such as travel,mileage,and lodging,will be charged at cost.
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