Confluence Planning ~ C160042 f� I City of'Tigard
I CoN- TrACT CH&NGE ORDER/CI-IAN I 13125 Sly'Hall Blvd.
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FIELD CHANGE ORDEF. FORM an-(5(13) 694-7297
Project Title: River Terrace Pedestrian Plan Pro'ect Manager: Susan Shanks
Contractor: Confluence Planning Original Contract#: C160042
Effective Dates: 2/23/2016- 1/31/2017 Change Order/Amendment Amount: $0.00
Accountin Strut : Amendment Percent e Running Total: %
AMT-:N-DMEN7, DETAILS
Extend the contract to finish up the last report.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
RF.ASONtN G.FOR CHANGE U i3ODER/AMTpwmi.-�r-N I'
Needed one more month to complete all tasks
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REQUESTING PR(Ipo'NL,%NACEII AT-P-ROk MG CITY STAFF
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Dec. Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules, regulations, and laws that may be in effect for
the work. The unit pricing in the original contract shall apply to Signature
all additional work. A copy of this form, once completed,is to _
be forwarded to the Purchasing Office to ensure all changes to
the encumbrances are met. Remember—the cumulative total
of Amendments cannot exceed theproject's FY bud et. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
RIVER TERRACE PEDESTRIAN PLAN DEVELOPMENT
C160042
AMENDMENT#1
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City,and Confluence Planning,hereinafter referred to as Contractor,entered into on the 23`d day of February,
2016,is hereby amended as follows:
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution,and shall expire,unless otherwise
terminated or extended, on I;a �_. . All work under this Agreement
shall be completed prior to the expiration of this Agreement.
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD CONFLUENCE LANNING
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Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUST ACCOMPANYEVERY CONTRACT i
Contract Title: Develop River Terrace Pedestrian Plan Number:
Contractor: Confluence Planning Contract Total: $19,850.00
Contract Overview: The Citi-of Tigard recently adopted the River Terrace Community Plan and a
citywide Strategic Plan to make Tigard the most walkable cit�T in the Pacific Northwest The City of Tigard
requests assistance in creating a Pedestrian Plan specific to River Terrace a 500-acre urban growth
expansion area currentl�T under development, that implements the Strategic Plan and builds upon and
complements the River Terrace master planning efforts.
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Susan Shanks Ext: 2454 Department: CD
Type: F-1 Purchase Agreement ® Personal Sergi ice ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: End Date: 12/31/16
Quotes/Bids/Proposal: FIRM AmouNT/SCORE
Confluence Planning $19 850 00
Account String: Fund-Division-Account Work Order—Activit]Tyke Amount
FY 15 17 100-3000-54001
FY
FY
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 along with a
completed Contract Checklist.
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Contract Number i Lz oo ci
CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
RIVER TERRACE PEDESTRIAN PLAN DEVELOPMENT
THIS AGREEMENT made and entered into this 23`d day of February, 2016 by and between the
City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and
Confluence Planning,hereinafter called Consultant.
RECITALS
WHEREAS,the City's 2015-2016 fiscal year budget provides for services related to development of
a River Terrance pedestrian plan;and
WHEREAS, City has need for the services of a company with a particular training, ability,
knowledge,and experience possessed by Consultant,and
WHEREAS, City has determined that Consultant is qualified and capable of performing the
professional services as City does hereinafter require,under those terms and conditions set forth,
THEREFORE,the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Consultant shall initiate services immediately upon receipt of City's notice to proceed
together with an executed copy of this Agreement. Consultant agrees to complete work that
is detailed in Exhibit A and by this reference made a part hereof. Any and all work assigned
by the City will be contained in subsequent scope of work as needed
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended, on December 31, 2016. All work under this Agreement
shall be completed prior to the expiration of this Agreement.
3. COMPENSATION
The City agrees to'pay Consultant in accordance with the fee schedule outlined in Exhibit A
for performance of those services described herein and in any subsequent agreements that
arise from the work under this Agreement. The total amount paid to the Consultant by the
City shall not exceed Nineteen Thousand Eight Hundred Fifty and No/100 Dollars
($19,850.00) if all tasks are completed. Any and all payments made to the Consultant shall
be based upon the following applicable terms:
A. Payment by City to Consultant for performance of services under this Agreement
includes all expenses incurred by Consultant, with the exception of expenses, if any
identified in this Agreement as separately reimbursable.
B. Payment will be made in installments based on Consultant's invoice, subject to the
approval of the City Manager, or designee, and not more frequently than monthly.
only for 1
Payment shall be made o o work actually completed as of the date of invoice.
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C. Payment by City shall release City from any further obligation for payment to
Consultant, for services performed or expenses incurred as of the date of the invoice.
Payment shall not be considered acceptance or approval of any work or waiver of any
defects therein.
D. Consultant shall make payments promptly, as due, to all persons supplying labor or
materials for the prosecution of this work.
E. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished.
F. Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. If Consultant fails,neglects or refuses to make prompt payment of any claim for labor or
services furnished to Consultant or a subcontractor by any person as such claim
becomes due, City's Finance Director may pay such claim and charge the amount of the
payment against funds due or to become due the Consultant. The payment of the claim
in this manner shall not relieve Consultant or their surety from obligation with respect to
any unpaid claims.
H. 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.
I. 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.
J. The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract during the current fiscal year. Funding during future fiscal
years shall be subject to budget approval by Tigard's City Council.
4. OWNERSHIP OF WORK PRODUCT
City shall be the owner of and shall be entitled to possession of any and all work products of
Consultant which result from this Agreement, including any computations, plans,
correspondence or pertinent data and information gathered by or computed by Consultant
prior to termination of this Agreement by Consultant or upon completion of the work
pursuant to 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
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whatsoever unless and until the other parry 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. STATUS OF CONSULTANT AS INDEPENDENT CONSULTANT
Consultant certifies that:
A. Consultant acknowledges that for all purposes related to this Agreement, Consultant is
and shall be deemed to be an independent Consultant as defined by ORS 670.600 and
not an employee of City, shall not be entitled to benefits of any kind to which an
employee of City is entitled and shall be solely responsible for all payments and taxes
required by law. Furthermore,in the event that Consultant is found by a court of law or
any administrative agency to be an employee of 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 this 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.
B. 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 Consultant, either directly or indirectly, in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
If this payment is to be charged against Federal funds, Consultant certifies that he/she is
not currently employed by the Federal Government and the amount charged does not
exceed his or her normal charge for the type of service provided.
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.
C. 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.
D. 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. INDEMNIFICATION
City has relied upon the professional ability and training of Consultant as a material
inducement to enter into this Agreement. Consultant represents that all of its work will be
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performed in accordance with generally accepted professional practices and standards as well
as the requirements of applicable federal, state and local laws, it being understood that
acceptance of a Consultant's work by City shall not operate as a waiver or release.
Consultant agrees to indemnify and defend the City, its officers, employees, agents and
representatives and hold them harmless from any and all liability, causes of action, claims,
losses, damages, judgments or other costs or expenses including attorney's fees and witness
costs (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) that may be asserted by
any person or entity which in any way arise from, during or in connection with the
performance of the work described in this contract, except liability arising out of the sole
negligence of the City and its employees. Such indemnification shall also cover claims
brought against the City under state or federal worker's compensation laws. If any aspect of
this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality
or invalidity shall not affect the validity of the remainder of this indemnification.
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.
The policy or policies of insurance maintained by the Consultant 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 $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $50,000
B. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single
Limit per occurrence shall not be less than$1,000,000.
If Consultant uses a personally-owned vehicle for business use under this contract, the
Consultant shall obtain, at Consultant's expense, and keep in effect during the term of
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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.
C. Workers'Compensation Insurance
The Consultant, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law 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 workers' compensation coverage. All non-exempt employers
shall provide Employer's Liability Insurance with coverage limits of not less than
$1,000,000 each accident.
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.
E. Insurance Carrier Rating
Coverages 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.
F. Self-Insurance
The City understands that some Consultants 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 Consultant is self-
insured for commercial general liability or automobile liability insurance the Consultant
must provide evidence of such self-insurance. The Consultant 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.
G. 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 below
address prior to coverage expiration.
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H. Independent Consultant Status
The service or services to be rendered under this contract are those of an independent
Consultant. Consultant is not an officer, employee or agent of the City as those terms
are used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Consultant's coverage shall be primary to the extent permitted by
law. The parties further agree that other insurance maintained by the City is excess and
not contributory insurance with the insurance required in this section.
J. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability, professional liability,pollution and errors and omissions policies required by this
contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will
be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard,Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by an
authorized representative of the issuing insurance company may be required to be forwarded
to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance shall not be construed to limit Consultant's liability
hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total
amount of any damage, injury, or loss caused by negligence or neglect connected with this
contract.
9. METHOD &PLACE OF SUBMITTING NOTICE,BILLS AND 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 I CONFLUENCE PLANNING
Attn: Susan Shanks Attn: Kelly Rodgers
Address: 13125 SW Hall Boulevard Address: 6325 N Albina Avenue,#7
Tigard,Oregon 97223 Portland,Oregon 97217
Phone: (503) 718-2454 Phone: (503) 442-7165
Email: susans(a%tieard-or.gov Email: kelly &confluencenlanning.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.
10. 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.
11. PROFESSIONAL SERVICES
The City requires that services provided pursuant to this agreement shall be provided to the
City by a Consultant that does not represent clients on matters contrary to City interests.
Further, Consultant shall not engage services of an attorney 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 on an attorney 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 13 (B) (3) of this agreement.
12. 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.
13. 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.
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4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant, if a receiver or trustee is appointed for Consultant, or
if there is an assignment for the benefit of creditors of Consultant.
Any such termination of this agreement under paragraph (A) shall be without prejudice
to any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Consultant, may
terminate the whole or any part of this Agreement:
1) If Consultant fails to provide services called for by this agreement within the time
specified herein or any extension thereof,or
2) If Consultant fails to perform any of the other provisions of this Agreement, or so
fails to pursue the work as to endanger performance of this agreement in accordance
with its terms, and after receipt of written notice from City, fails to correct such
failures within ten (10) days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 11 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.
14. 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.
15. FORCE MWEURE
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 (10) days from the beginning of such delay,notify the other party in writing of the
cause of delay and its probable extent. Such notification 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-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.
17. NON-DISCRIMINATION
Consultant agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statutes, 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.
18. 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.
19. EXTRA(CHANGES)WORK
Only the City's Project Manager for this Agreement 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.
20. WARRANTIES
All work shall be guaranteed by Consultant for a period of one year after the date of final
acceptance of the work by the owner. Consultant warrants that all practices and procedures,
workmanship and materials shall be the best available unless otherwise specified in the
profession. Neither acceptance of the work nor payment therefore shall relieve Consultant
from liability under warranties contained in or implied by this Agreement.
21. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree
that the losing party shall pay such sum as the court may adjudge reasonable attorney fees
and court costs,including attorney's fees and court costs on appeal.
22. 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.
23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Consultant shall comply with all applicable federal, state and local laws,rules and regulations,
including, but not.limited to, the requirements concerning working hours, overtime, medical
care, workers compensation insurance, health care payments, payments to employees and
subcontractors and income tax withholding contained in ORS Chapters 279A, 279B and
279C,the provisions of which are hereby made a part of this agreement.
24. 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.
25. AUDIT
Consultant shall maintain records to assure conformance with the terms and conditions of
&l s 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 reprdsentatives to audit all records pertaining to this
Agreement to assure the accurate expenditure of funds.
26. 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.
27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable, seller must make payment promptly as due to persons supplying
Consultant labor or materials for the execution of the work provided by this order.
Consultant shall not permit any lien or claim to be filed or prosecuted against Buyer or any
subdivision of City on account of any labor or material to be furnished. Consultant further
agrees to pay to the Department of Revenue all sums withheld from employees pursuant to
ORS 316.167.
28. HOURS OF LABOR
If labor is performed under this order,then no person shall be employed for more than eight
(8) hours in any one day,or forty (40) hours in any one week, except in cases of necessity,or
emergency or where the public policy absolutely requires it, and in such cases, except cases
of contracts for personal services as defined in ORS 279A.055,the labor shall be paid at least
time and a half for all overtime in excess of eight (8) hours a day and for all work performed
on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts
for personal services as defined in ORS 279A.055, any labor shall be paid at least time and a
half for all hours worked in excess of forty (40) hours in any one week, except for those
individuals excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209.
29. MEDICAL CARE AND WORKERS' COMPENSATION
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 such Consultant, of all sums
which the Consultant agrees to pay for such services and all moneys and sums which the
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Consultant collected or deducted from the wages of the employees pursuant to any law,
Consultant agreement for the purpose of providing or paying for such service.
30. REPRESENTATIONS AND WARRANTIES
Consultant represents and warrants to the City that:
A. Consultant has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Consultant, enforceable in accordance with its terms.
C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement,faithfully has complied with:
1) All tax laws of this state, including but not limited to ORS 305.620 and ORS
chapters 316,317,and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, to Consultant's property, operations, receipts, or income, or to
Consultant's performance of or compensation for any work performed by
Consultant;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, or to goods, services, or property, whether tangible or intangible,
provided by Consultant;and
4) Any rules, regulations, charter provisions, or ordinances that implemented or
enforced any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Consultant's services rendered in the performance of Consultant's obligations under this
Agreement, shall be provided to the City free and clear of any and all restrictions on or
conditions of use, transfer, modification, or assignment, and shall be free and clear of
any and all liens, claims, mortgages, security interests, liabilities, charges, and
encumbrances of any kind.
31. COMPLIANCE WITH TAX LAWS
A. Consultant must, throughout the duration of this Agreement and any extensions, comply
with all tax laws of this state and all applicable tax laws of any political subdivision of the
State of Oregon. For the purposes of this Section, "tax laws" includes all the provisions
described in subsection 25.C. 1)through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this
Agreement. Further, any violation of Consultant's warranty, in subsection 25.0 of this
Agreement,that the Consultant has complied with the tax laws of the State of Oregon and
the applicable tax laws of any political subdivision of this state also shall constitute a
material breach of this Agreement. Any violation shall entitle the City to terminate this
Agreement, to pursue and recover any and all damages that arise from the breach and the
11 N
termination of this Agreement, and to pursue any or all of the remedies available under
this Agreement,at law,or in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing
to Consultant,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory
or injunctive relief. The City shall be entitled to recover any and all damages
suffered as the result of Consultant's breach of this Agreement, including but not
limited to direct, indirect, incidental and consequential damages, costs of cure, and
costs incurred in securing a replacement Consultant.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City
may pursue any remedy or remedies singly, collectively, successively, or in any order
whatsoever.
32. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
No waiver,consent,modification,or change of terms of this Agreement shall bind either party
unless in writing and signed by both parties. Such waiver, consent, modification, or change if
made,shall be effective only in specific instances and for the specific purpose given. There are
no understandings, agreements, or representations, oral or written, not specified herein
regarding this Agreement. Consultant,by the signature of its authorized representative,hereby
acknowledges that he/she has read this Agreement, understands it and agrees to be bound by
its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Consultant has executed this Agreement on the date hereinabove first
written.
CITY OF TIGARD CONFLNC PLANNING
Z4
By: AatKorized City of Ti d Representative By:Authorized Agent of Consultant
Date Date
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EXHIBIT A
SERVICES TO BE PROVIDED
INTRODUCTION
The City of Tigard recently adopted the River Terrace Community Plan and a citywide Strategic Plan
to make Tigard the most walkable city in the Pacific Northwest.The City of Tigard requests
assistance in creating a Pedestrian Plan specific to River Terrace,a 500-acre urban growth expansion
area currently under development,that implements the Strategic Plan and builds upon and
complements the River Terrace master planning efforts.
SCOPE OF WORK
Develop River Terrace Pedestrian Plan as described in Exhibit B.
SCHEDULE MILESTONES
Per Exhibit B
COST/RATE ESTIMATES
Per Exhibit B
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Proposed Preliminary Table of Contents
1. Introduction
a. Executive Summary
b. Purpose of the Pedestrian Plan
i. Purpose and goals
ii. How it will be used
iii. Prioritization
c. Relationship to Other Plans
i. Comprehensive Plan
ii. River Terrace Community Plan
iii. River Terrace Master Plans (esp.TSP,Parks, and Stormwater)
iv. Tigard Trails Plans
2. Walking Benefits and Factors
a. Why walking?
i. Healthy people
ii. Connected neighborhoods
iii. Economic development
b. Principles for walkability
i. Land use density and mix
ii. Street network characteristics
iii. Building orientation and design
iv. Pedestrian streetscape
c. Measures and methods
i. Existing Tigard principles and measures
ii. Proposed evaluation measures
3. River Terrace Pedestrian Plan
a. Identify users and walk purposes
b. Existing/Future conditions
i. River Terrace Community Plan framework
1. Map
ii. Approved and future development
1. Map (including street network,ped connections,ped/trail hierarchy)
iii. Key routes and destinations
1. Map
c. Identify opportunities and constraints
i. Negotiable and non-negotiable elements
ii. Evaluation
1. Map (including wayfinding and key crossings/intersections)
d. Recommended actions—physical and programmatic
[Alternatively,organize by types of actions: design guidance,code changes,new stuff
(wayfinding),programs (education, safety, enforcement)]
L High priority actions
1. Map
2. Table
ii. Medium priority actions
1. Map
2. Table
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EXHIBIT B
CONSULTANT'S PROPOSAL
Task 1: Project Management
1.1. Coordinate meetings with key staff to get feedback and updates on the progress of the plan,
budget,and deliverables.
1.2. Coordinate internally with the Principal and Associate to clarify tasks and review
deliverables.
Task 2: Develop the River Terrace Pedestrian Plan
2.1. Provide the context and purpose of the pedestrian plan,citing relevant City of Tigard and
River Terrace plans and goals.
2.2. Identify how the pedestrian plan will be used,including for approved proposed development
and future proposed development,and the mechanisms by which the plan will be
implemented, such as city code changes and programmatic support.
2.3. Evaluate current and approved proposed conditions,referencing the River Terrace concept
plan and land use applications. Develop maps that describe key destinations,the street
network connectivity and density,the pedestrian system hierarchy,and key pedestrian
crossings.
2.4. Identify opportunities and constraints for an enhanced pedestrian system through written
analysis and maps. Meet with the developer,developer's designers,and Community
Development,Engineering,and Public Works staff if necessary to identify opportunities and
constraints.
2.5. Develop the pedestrian plan with street and trail network hierarchy and key pedestrian
infrastructure
2.6. Develop actions list for the pedestrian plan,including 1) physical design,such as streetscape
improvements 2) policy changes, such as amendments to city code,and 3) program support,
such as Safe Routes to School.Identify which parry is primarily responsible for
implementation and level of priority for each action.
2.7. Develop a wayfinding strategy that identifies major districts, edges,paths,nodes
(intersections and decision points),and landmarks
2.8. Develop an appendix of recommended strategies (e.g. pedestrian signals) keyed to the
pedestrian plan,identifying benefits, costs,and implementation challenges.
Deliverables:Pedestrian plan report with context, existing conditions, opportunities and constraints,prioriti.Zed
actions, wayfinding strategy, recommended strategies and five maps(ex sting conditions, opportunities and constraints,
pedestrian plan, key pedestrian infrastructure, and wayfinding strategy)
Task 3: Provide facilitation and coordination support, as needed
3.1. Convene meetings with River Terrace stakeholders,including meetings with developer,
developer's designers,and Community Development,Engineering,and Public Works staff.
3.2. Coordinate with key partners to develop programs to educate and support walkability
3.3. Coordinate further development of the wayfinding strategy=with city branding group and
potential student design
Deliverables:Meetings with River Terrace stakeholders in support of the pedestrian plan;conceptual wayfinding
system;one or two events
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iii. Lower priority actions
1. Map
2. Table
4. List of recommended strategies/treatments (benefits and application)
a. Speed management
b. Lane widths
c. Curb radius
d. Pedestrian refuge islands
e. Signalized pedestrian crossings
f. Safe routes to school
g. Etc.
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