RESOLVE Architecture & Planning ~ C160001 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORM MUST ACCOMPANY EVERY CONTRACT I
Contract Title: Saxony Mixed Use/ Public Space Design Number: ! coc
Contractor: RESOLVE Architecture&Planning Contract Total: $95.000
Contract Ch erview: Tasks include site analysis public space analysis development12roposaL site and
building design.cost estimates pre pro forma,land use review meeting,and
presentations
Initial Risk Level: E] Extreme ❑ High 'Moderate �Low
Risk Reduction Steps:
Risk Comments: P f) f
Lj
Risk Signature: ar-M2 In 1 Y 1�
Contract Manager: Sean Farrellv Ext: 2420 Department: CD
Type: ❑ Purchase Agreement Personal Service ❑ General Service ❑ Public Im rovem nt
❑ IGA Other: —S� Start Date: 71 180 LS End Date: -�
Quotes/Bids/Proposal: FIRM AmouNT/Scorn
RESOLVE Architecture&Planning 1
Account String: Fund-Division-Account Work Order–ActiviW T}fie Amounn
Year 1 940-8000-56005 97013- 940-130 $95,000
Year 2
Year 3
Year 4
Year 5
Annrovals- LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature: 11
City Manager Comments:
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract 0 ��
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
SAXONY MIXED USE PUBLIC SPACE DESIGN
THIS AGREEMENT,made and entered into this V day of July,2015,by and between the City of
Tigard, a municipal corporation, hereinafter referred to as the "City," and RESOLVE Architecture
and Planning,hereinafter referred to as the "Consultant."
RECITALS
WHEREAS, the City's Fiscal Year 2015-16 budget provides for architectural and real estate
consultant services for the Redevelopment Studies project;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 architectural and real
estate consultant services for the project 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 Scolle of Services
The Consultant shall perform professional architectural and real estate consultant services
relevant to the Project 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, 2017 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 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. The Basic Fee shall not exceed the amount of Ninety-Five
Thousand and No/100 Dollars ($95,000.00) 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. PavmeT nt 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.
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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. OwnershW 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 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.
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7. Indemni.
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. Y
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 $2,000,000
Products-Completed Operations Aggregate $1,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $1,000,000
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 failure to render Professional
Services. Combined single limit per claim shall not be less than $1,000,000, or the
equivalent. Annual aggregate limit shall not be less than $1,000,000 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$1,000,000.
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$1,000,000.
D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability,
shall include the City its officers, employees, agents and representatives as additional
insureds with respect to this contract. Coverage will be endorsed to provide a"per project"
aggregate.
E. Extended Repor i=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
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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.
F. 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 carder(s)with an unacceptable financial rating.
G. Self-Insurance
The City understands that some Contractors may self-insure for business risks and the City
will consider whether such self-insurance is acceptable if it meets the minimum insurance
requirements for the type of coverage required. If 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.
H. Certificates of Insurauice
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 unto 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.
I. Indeuendent 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.
J. Perry 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.
K. 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:
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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.
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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
on any future occasion.
12. Method and Place of Giving Notice, Submitting Bills and Making 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 RESOLVE ARCHITECTURE&PLANNING
Attn: Sean Farrelly Attn: John Flynn
Address: 13125 SW Hall Blvd. Address: 3742 SE Mill St.
Tigard, Oregon 97223 Portland,Oregon 97214
Phone: (503) 718-2420 Phone: 503-231-8120
Email: seangtigard-or.gov Email:johnflynn exesolvearchitecture.com
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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. Mercer
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 30 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.
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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 (.Chau=)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.
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
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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 parry
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 fust written.
CITY OF TIGARD RESOLVE ARCHITECTURE&PLANNING
By:Marty Wine, City Manager By:Jo l f`h'nn
Date Date
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EXHIBIT A
SCOPE OF SERVICES
The Consultant shall render professional services as described below:
I. Site Analysis and Public Space Analysis
A. Research relevant codes and jurisdictional requirements
1. Title 18 (Zoning) /Building Code
2.Natural resource issues (including floodway, floodplain,vegetated
corridor)—contact Clean Water Services,US Army Corps of Engineers,
OR Department of State Lands,etc.
3. Environmental issues and City's process towards NFA letter from DEQ
B. Research site context
1.Acoustics/traffic/underpass environment
2.Boundaries and overlays (including Fanno Creek Trail)
3. Existing urban fabric and historical influences
C. Examine feasibility of reuse of existing piers
D.Review City files on Saxony Properties and other relevant studies
E.Prepare base drawings
❑ survey provided by City (AutoCAD format)
F. Initial meetings with City staff and one (1)introductory/progress presentation to
City Council
DELIVERABLES:meeting notes,memo reports,maps, site and urban design diagrams,rough
order-magnitude cost analysis,PPT report
II. Development Proposal
A.Market Study verification
1. Review prior studies (Leland Consulting,Capstone Properties, et al)
2.Assess downtown employment and residential demographics
3.Assess parking needs
B. Conduct Visioning Charrette with City staff and project stakeholders
C. Craft working Development Program
1.Assess possible program mixes
2. Coordinate with concept development
D.Development Partner Search
1. Craft Project Prospectus based on Development Program
2.Participate in interviews with potential Development Partners
DELIVERABLES:meeting notes,memo reports,graphic"re-cap"of Visioning Charrette,Project
Prospectus,list of Development Partner candidates
III. Site and Building Design
A. 50% Concept Design
1. Prepare drawings describing preliminary concept designs (up to 3 options)
including massing studies. Drawings will likely consist of-
a)
fa) site plan
b) site sections
13 1 Page
ProfSA Template—Revised 11/19/2013
c) building floor plans
d) building sections
e)building elevations
f) massing studies (SketchUp)
2.Prepare cost estimates for concept design(s)
B. Progress meeting with City Staff
C. Conduct 50% charrette with City staff and project stakeholders, present to City
Council
D. 100%Concept Design
1. Prepare drawings describing preliminary concept designs (up to 3 options)
including massing studies. Drawings will likely consist of:
a) site plan
b) site sections
c)building floor plans
d)building sections
e)building elevations
f 3-D model (SketchUp)
2. Prepare PPT presentation for Open House
C. Participate in Open House presentation
D. Preliminary Pro Forma
1.Prepare Pro Forma financial analysis
2. Refine drawings based on cost estimates, project pro forma, and City's
projected financial gap
DELIVERABLES: Design drawings and narratives describing proposed work,cost estimates and
project pro forma financial analysis,memo/correspondence
IV. Entitlements /Land Use Review Process
A.Attend Pre-application Conference
B. Prepare submittal forms as required for Land Use Review (including Sensitive
Lands Review application)
C. Obtain Clean Water Services Service Provider letter
D. Prepare for,attend and present at Neighborhood meeting
E. Prepare for,attend and present before Hearings Officer
DELIVERABLES:Drawings,Land Use application,forms and requisite approvals,
memo/ correspondence
HOURLY BILLING RATES
RESOLVE Architecture + Planning
Principal$120/hr
Architectural Support$75/hr
Summer Lake,LLC
Principal$125/hr
Mitali and Associates
Principal$115/hr
14Pagc
Pro6A Template—Revised 11/19/2013
EXHIBIT B
CONSULTANT'S PROPOSAL
151
ProfSA Template—Revised 11/19/2013
R E S O L V E
ARCHITECTURE + PLANNING
DRAFT
May 26, 2015
REVISED: June 12, 2015
Mr. Sean Farrelly
Redevelopment Project Manager
City of Tigard / City Center Development Agency
13125 SW Hall Boulevard
Tigard, Oregon 97223
RE: Proposal for Professional Services
Tigard Mixed Use / Public Space Design (Saxony Properties)
Dear Sean:
Thank you for the opportunity to present this proposal for the Feasibility Study,
Conceptual Design and Development Teaming for a mixed use/public space development
at the Saxony Properties on Main Street in downtown Tigard. This proposal is based on
our response to the IRFP issued by the City and subsequent discussions with you, Kenny
Asher and project stakeholders. We have prepared a Scope of Work and have
assembled a team of consultants that have the capacity and experience to serve the
project well.
PROJECT TEAM
Architecture and Urban Design RESOLVE Architecture + Planning
John Flynn, Project Manager/Project Architect
Suenn Ho, Project Designer
Development Advisor Summer Lake, LLC
Will Denecke
Cost Estimator Mitali and Associates
Mitali Kulkarni
SCOPE OF SERVICES
[begins next page]
3742 SE Mill St. Portland, OR 97214 T 503 231-8120 C 503 939-5130 E info@resolvearchitecture.com
Mr. Sean Farrelly
City of Tigard
May 26, 2015
REVISED: June 12, 2015
Page 2
SCOPE OF SERVICES
I. Site Analysis and Public Space Analysis
A. Research relevant codes and jurisdictional requirements
1. Title 18 (Zoning)/ Building Code
2. Natural resource issues (including floodway, floodplain, vegetated corridor)—
contact Clean Water Services, US Army Corps of Engineers, OR Department of State
Lands, etc.
3. Environmental issues and City's process towards NFA letter from DEQ
B. Research site context
1. Acoustics/traffic/underpass environment
2. Boundaries and overlays (including Fanno Creek Trail)
3. Existing urban fabric and historical influences
C. Examine feasibility of reuse of existing piers
D. Review City files on Saxony Properties and other relevant studies
E. Prepare base drawings
• survey provided by City (AutoCAD format)
F. Initial meetings with City staff and one (1) introductory/progress presentation to City
Council
DELIVERABLES: meeting notes, memo reports, maps, site and urban design diagrams, rough-
order-magnitude cost analysis, PPT report
II. Development Proposal
A. Market Study verification
1. Review prior studies (Leland Consulting, Capstone Properties, et al)
2. Assess downtown employment and residential demographics
3. Assess parking needs
B. Conduct Visioning Charrette with City staff and project stakeholders
C. Craft working Development Program
1. Assess possible program mixes
2. Coordinate with concept development
D. Development Partner Search
1. Craft Project Prospectus based on Development Program
2. Participate in interviews with potential Development Partners
DELIVERABLES: meeting notes, memo reports,graphic "re-cap"of Visioning Charrette, Project
Prospectus, list of Development Partner candidates
Mr. Sean Farrelly
City of Tigard
May 26, 2015
REVISED: June 12, 2015
Page 3
111. Site and Building Design
A. 50%Concept Design
1. Prepare drawings describing preliminary concept designs (up to 3 options) including
massing studies. Drawings will likely consist of:
a) site plan
b) site sections
c) building floor plans
d) building sections
e) building elevations
f) massing studies (SketchUp)
2. Prepare cost estimates for concept design(s)
B. Progress meeting with City Staff
C. Conduct 50% charrette with City staff and project stakeholders, present to City Council
D. 100%Concept Design
1. Prepare drawings describing preliminary concept designs (up to 3 options) including
massing studies. Drawings will likely consist of:
a) site plan
b) site sections
c) building floor plans
d) building sections
e) building elevations
f) 3-D model (SketchUp)
2. Prepare PPT presentation for Open House
C. Participate in Open House presentation
D. Preliminary Pro Forma
1. Prepare Pro Forma financial analysis
2. Refine drawings based on cost estimates, project pro forma, and City's projected
financial gap
DELIVERABLES: Design drawings and narratives describing proposed work, cost estimates and
project pro forma financial analysis, memo/correspondence
IV. Entitlements/Land Use Review Process
A. Attend Pre-application Conference
B. Prepare submittal forms as required for Land Use Review (including Sensitive Lands
Review application)
C. Obtain Clean Water Services Service Provider letter
D. Prepare for, attend and present at Neighborhood meeting
E. Prepare for, attend and present before Hearings Officer
DELIVERABLES: Drawings, Land Use application, forms and requisite approvals,
memo/correspondence
Mr. Sean Farrelly
City of Tigard
May 26, 2015
REVISED: June 12, 2015
Page 4
PROJECT SCHEDULE
We have prepared a project schedule which captures all project phases/components
identified in the IRFP and in our Work Plan/Fee Matrix. The proposed Project Schedule
and Work Plan are attachments to this letter. We anticipate that work will begin on or
just after July 1, 2015. The objective will be to complete all aspects of design,
development teaming and entitlements/land use review in time for a Designated
Developer Agreement (DDA) to be executed in mid-2016. The City's target for an April
2017 ground-breaking seems very achievable.
FEES FOR PROFESSIONAL SERVICES
We have aligned our proposed fees with the scope of services described above. A
detailed Work Plan/Fee Matrix as well as a schedule of hourly rates are provided as
attachments to this letter.
Fees organized by project phase/component are as follows:
Site Analysis & Public Space Analysis $20,040.
Development Proposal 16,740.
Site and Building Design
(includes allowance for structural engineering review) 25,635.
Entitlements/Land Use Review Process 8,615.
Project Management 8,940.
SUBTOTAL $79,970.
Reimbursable Expenses 5,155.
TOTAL $85,125.
This total amount, relative to the budget stated in the IRFP, allows for a city-controlled
contingency of approximately 10%for beyond-scope services or unanticipated costs. A special
set of contingency tasks that we have identified in our Work Plan relates to an alternate study to
adaptively re-use all or some of the existing structures on the site, should it appear that
redevelopment is not feasible due to constraints imposed by natural resource management. (If
this were the case, the determination to proceed in this direction would be made during the Site
Analysis phase of the work and subsequent phases would adjust accordingly to for an alternate
development program and conceptual design.)
Other additional tasks that the City may want to consider are also identified in the Work Plan.
Among these, we have provided fee amounts for enhanced services on sustainability goals, for
drafting the DDA between the City and the selected developer, and for additional meeting(s)
with City staff and City Council to review development options. These last two tasks would
occur during the time frame identified as DDA in the Project Schedule.
DRAFT TIGARD MIXED USE/PUBLIC SPACE DESIGN
PROJECT SCHEDULE
2015 2016
MONTH OF Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul
Commencement of Services Jui t
Site Analysis/Public Space Analysis 6 weeks Aug 14
Conceptual Diagrams 2 weeks —
Development Proposal 12 weeksm mid Nov
Market Study Verification 4 weeks _
Visioning Charrette mid Sep ■
Craft working Development Program s weeks
Development Partner Search 12 weeks mid Feb
Site and Building Design a weeks
Mid-point design progress Oct 14 ■
Cost Estimates 2 weeks
Preliminary Pro Forma mid Dec
Entitlements/Land Use Review process 4 months mid Apr
Meetings and Presentations _
ongoing meetings with City staff ® Jul 1s ■ Aug 15 ■ Oct 21 Dec 1
presentations ♦Jul 28 ♦ mid Sep Oct 14
open house mid Dec
pre-application conference ■ mid Dec_
neighborhood meeting ■ mid Jan
hearings officer ■ mid Apr
DDA(Designated Developer Agreement) end Oct
NOTE: Tasks related to soils contamination
mitigation not shown in this schedule.
RESOLVE
ARCHITECTURE + PLANNING
DRAFT
TIGARD MIXED USE/PUBLIC SPACE DESIGN ® • LABOR TOTAL
Fee Proposal . . TOTAL
Prepared 5/26/2015;Revised 6/1112015 Rate $120 $110 $75 $125 $115 $115
Cost $ 48,410 $ 20,750 $ 10,810 $ 5,155 $ 79,970 $ 85,125
PHASES AND TASKS DELIVERABLES
PROJECT MANAGEMENT Hours
Project Mgmt.Plan-communication,document stds PM Plan,Standards and Protocols 4 4 8 $ 780
Team Management&Coordination(2 hrs/mo) Deliv,Mo Reports&Invoices 18 18 $ 2,160
Contract&Sub Consultant Contracts Contracts 4 4 $ 480 2 $ 250 2 2 $ 230
Monthly Invoices&Reports(2 hrs/mo) Invoices&Reports 18 18 $ 2,160
Meeting minutes(6 meetings @ 1 hr) Meeting notes/follow up 6 6 $ 720
Quality Control/Submittal/Discipline Coordination 6 12 18 $ 2,160
56 12 4 72 $ 8,460 2 $ 250 2 0 2 230 $ 8,940
SITE ANALYSIS&PUBLIC SPACE ANALYSIS Hows
Base Plans-Survey provided by owner-AutoCAD format Base Drawings 8 8 $ 600
Assessment-Existing Conditions,Opportunity,Feasibility PPT Report
1. Relevant Codes and Jurisdictional Requirements Presentation,Narrative,Map
Title 18(Zoning)/Building Code Zoning Code Analysis 12 12 $ 1,440 8 $ 1,000
Natural resource issues-contact CWS and other authorities 12 12 $ 1,440
Environmental issues&City's process toward NFA Recommendations on proposed PPA 6 6 $ 720 20 $ 2,500
2. Site context Presentation,Narrative,Map
Acoustics/traffic/underpass environment 2 2 $ 240
Boundaries&overlays 2 2 $ 240
Existing urban fabric/historical influence Photo documentation and notes 4 4 $ 480 4 $ 500
3. Feasibility of reuse of existing piers Presentation,Narrative,Map 2 2 $ 240
Reports and Drawing Production PPT&Executive Summary
Site&urban design diagrams 1 4 8 13 $ 1,200
Memo reports for research findings (includes narrative commentary on concepts) 8 8 $ 960 8 $ 1,000
Concept Diagrams 1 8 12 21 $ 1,980
ROM Cost Analysis 20 12 32 $ 3,680
Meetings&Reviews Agenda,and meeting notes
Kick-off(Meeting 1)-2 weeks after NTP 1 1 2 $ 240 1 $ 125 1 1 $ 115
Review City Files 2 2 $ 240 3 $ 375
Presentation 1(City Council-7/28/15) 1 1 $ 120 1 $ 125
Progress meeting w/City Staff(Meeting 2) 1 1 2 $ 240 1 $ 125 1 1 $ 115
47 22 28 97 $ 10,380 46 $ 5,750 22 12 34 $ 3,910 $ 20,040
DEVELOPMENT PROPOSAL -
Market Study verification Report
Review prior studies 6 3 9 $ 1,080 12 $ 1,500
Assess parking needs Research current demand,off-site options,etc. 2 1 3 $ 360 16 $ 2,000
Visioning charrette(Presentation 2) 4 4 8 $ 960 4 $ 500 4 4 $ 460
prep for Visioning charrette 4 4 8 $ 960
Preliminary Development Program Report
Assess possible program mixes 8 8 16 $ 1,920 8 $ 1,000
Coord with concept development 4 4 8 16 $ 1,560 4 $ 500
Development Partner Search Prepare Proj Prospectus,interview dev partners 8 4 12 $ 1,440 20 $ 2,500
36 28 8 72 $ 8,280 64 $ 8,000 0 4 4 $ 460 $ 16,740
SITE AND BUILDING DESIGN
50%Concept Design Drawings
Site Plan 4 4 8 $ 780
Site Sections 4 4 8 $ 780
Building Floor Plans 4 4 8 $ 780
Building Sections 4 4 8 $ 780
Building Elevations 4 4 8 $ 780
Preliminary Massing Studies SketchUp model 4 12 16 $ 1,380
Cost Estimate Cost Estimate 0 2 $ 250 32 32 $ 3,680
Presentation 3(mid-point design progress,City Council) Drawings 1 1 2 5 240 1 $ 125 1 1 $ 115
DRAFT
TIGARD MIXED USE/PUBLIC SPACE DESIGN •TAL SUMMER LAKE SUB_OTAL EXPENSES LABORTOTAL'
Fee Proposal JF SH Sup HOURS • r COST HOURS COST TOTAL
Prepared 512612015;Revised 6/11/2015 Rate $120 $120 $75 $125 $115 $115
100%Concept Design Drawings
Site Plan 2 4 6 $ 540
Site Sections 2 4 6 $ 540
Building Floor Plans 2 4 6 $ 540
Building Sections 2 4 6 $ 540
Building Elevations 2 4 6 $ 540
Allowance for structural engineering Narrative and sketches $ 2,000
3-D Model SketchUp model 4 32 36 $ 2,880
Cost Estimate Cost Estimate 0 2 $ 250 10 2 12 $ 1,380
Other presentation elements PPT&Drawings
PPT PDF Summary 2 2 4 $ 390
Preliminary Pro Forma Report
Drawing Refinements 2 8 10 $ 840
Pro Forma Development 0 $ - 24 $ 3,000 8 8 $ 920
Meetings&Reviews Agenda,and meeting notes
Progress meeting w/City Staff(Meeting 3) 1 1 2 $ 240 1 $ 125
Technical Review 2 2 $ 240 2 $ 250
Open House(Presentation 4) 2 2 4 $ 480 2 $ 250
8 44 94 146 $ 15,290 34 $ 4,250 43 10 53 $ 6,095 25,635
INTITtEMENJIS/LAND USE REVIE�4,'PROCESS
Pre-application Conference 1 1 0 2 $ 240 1 $ 125
Obtain CWS Service Provider Letter 6 0 0 6 $ 720
Prepare Land Use Application(including Sensitive Lands Review) 28 0 0 28 $ 3,360 16 $ 2,000
Meetings&Reviews Agenda,and meeting notes
Progress meeting w/City Staff(Meeting 4) 1 1 0 2 $ 240 1 $ 125 1 1 $ 115
Prep for Neighborhood Meeting 2 2 0 4 $ 480
Neighborhood Meeting 1 1 0 2 $ 240 1 $ 125
Prep for Hearings Officer 2 2 0 4 $ 480
Hearings Officer 1 1 0 2 $ 240 1 $ 125
42 8 0 50 $ 6,000 20 $ 2,500 1 0 1 $ 115 $ 8,615
Close out
Total Labor 437 166 94
PROJECT •
TASKS NOT INCLUDED ABOVE
Traffic Impact Study
Tree Review
Special Contingency Task-Adaptive Reuse of Existing Structures (Deliverables similar to above)
Assess conditions of existing structures 4 2 0 6 $ 720
Building Code research(additional) 6 0 0 6 5 720
Rehabilitation Strategies 2 2 0 4 $ 480
Base drawings with relevant as-built conditions 20 20 $ 1,500
Allowance(addtitional)for structural engineering 5 2,500
Comparative analysis of alternate Pro Forma/ROI information 8 $ 1,000
Sustainability Goals Review and Support 8 8 $ 920
Draft DDA with City and selected developer 8 $ 1,000
Additional meeting with City Council to review development options 2 2 $ 240 4 $ 500
Total Labor 14 4 20 38 $ 6,160 20 $ 2,500 8 8 $ 920 $ 9,580 $ 9,580
PROJECT • t
Mr. Sean Farrelly
City of Tigard
May 26, 2015
REVISED: June 12, 2015
Page 5
Reimbursable Expenses
Sub-consultant services, printing and copying (including reprographic and photographic
prints), courier service and express delivery, City submittal and review fees are not
included in the fees for professional services and will be reimbursed at cost plus 10%.
The reimbursable amounts stated above are estimated.
Sean, we are available to begin work immediately upon execution of a contractual
agreement. We have a current business license with the City (# 00951) and are
prepared to issue Certificates of Insurance as required. Please call me if you have any
questions or suggested clarifications. I look forward to hearing from you soon.
Sincerely,
John R. Flynn AIA NCARB LEED® AP
RESOLVE ARCHITECTURE + PLANNING
enc: Preliminary Project Schedule
Fee Proposal Matrix
Consultant Hourly Rate Schedules
TIGARD MIXED USE/PUBLIC SPACE DESIGN
HOURLY BILLING RATES
RESOLVE Architecture+ Planning
Principal $120/hr
Architectural Support 75/hr
Summer Lake, LLC
Principal $125/hr
Mitali and Associates
Principal $115/hr