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Shannon & Wilson Inc ~ C170005 CITY of TIGARD.OREGON-CONTRACT SjapLARY FARM (THISPORMMUSTACCOAW.&wL-;ERYCON7X4CT) -, Contract Tide: 113`'Outfall—Woodspring Apartments Number 1::N C.:onuactor. Shannon&Wilson I ContractTotal. $30.M7 Contract Ov err.tea- Shannon&1Xi;]icon.is being hired to wform ier tech tfeum and to complete a pipe and outfall repair dcstgL„f �hz 113'`` outfall oto d nr net Ilk,pa=ents. Initial Risk Level: ❑Extreme ❑ High Moderate ❑ I.uw Risk Reduction.Steps: _ Risk Comments: .' f Risk Signature. ^✓ ''= ------ Contract Manager:Andrew Newburg- Lsxt. 2172 DeparrmcntPV'/RnWgCd0g_ Tvc. ❑ Purchase Agreement ❑ Personal Service ❑ General Service ® Public Improvement [] IGA ❑ Other: Start Date: _]illy 7 2016 15nd Date: November 30,2016 Quotes/Bids/Proposal! FIRM AmotTNT jS oRF r_ on&Wilson $30,447 �� Account Strung: and-Division-.Account Work Orrim-Acti�ITWe Amount FY 16-17 510-8000-5GOU5 94001-130 $30,447 FY Approvals - LCRB Date: Department Comments Departmcrnt Signature: Purchasing Comments: Purchasing Signaaare: City Manager Comments: City Manager Signature: L2� I Aftr securing all required approvals, forward original copy to the Contrectrng and Peuchasiug Office aAmg with a completed Contract Checklist. Contract�C—n ows v CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT SW 113TH AVENUE OUTFALL REPAIR DESIGN AND CONSTRUCTION SUPPORT THIS AGREEMENT,made and entered into this 6`'day of July, 2016,by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Shannon & Wilson, Inc., hereinafter referred to as the "Consultant." RECITALS WHEREAS, the City's 2016-2017 Fiscal Year budget provides for design and construction support services for the SW 113`'Avenue Outfall Repair 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 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 Scope of Services The Consultant shall perform professional services relevant to the Project in accordance v-ith 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, and shall expire, unless otherwise terminated or e.-,--tended,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 Thirty Thousand Four Hundred Forty Seven and No/100 Dollars ($30,447.00) without prior written authorization. 2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of Services to be provided by the Consultant and is not necessarily related to the estimated construction cost of the Project. In the event that the actual construction cost differs from the estimated construction cost,the Consultant's compensation will not be adjusted unless the Scope of Services to be provided by the Consultant changes and is authorized and accepted by the City. B. Payment Schedule for Basic Fee Payments shall be made upon receipt of billings based on the work completed. Billings shall be submitted by the Consultant periodically, but not more frequently than monthly. Payment by the City- shall release the City from any further obligation for payment to the Consultant for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Payment for Special Services Only when directed in writing by the City, the Consultant shall furnish or acquire for the City the professional and technical services based on the hourly rate schedule as described in Exhibit B of this contract for minor project additions and/or alterations. D. Certified Cost Records The Consultant shall furnish certified cost records for all billings pertaining to other than lump sum fees to substantiate all charges. For such purposes,the books of account of the Consultant shall be subject to audit by the City. The Consultant shall complete work and cost records for all billings on such forms and in such manner as will be satisfactory-to the City. E. Contract Identification The Consultant shall furnish to the City its employer identification number,as designated by the Internal Revenue Service, or social security number,as the City deems applicable. F. Payment—General 1) Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 2) Consultant shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. 3) Consultant shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. 4) The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 5) Consultant shall make payments promptly,as due,to all persons supplying services or materials for work covered under this contract. Consultant shall not permit any 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 2 Page 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 suret; from obligation with respect to any unpaid claims. 4. Ownership of Plans and Documents: Records A. The field notes, design notes, and original drawings of the construction plans, as instruments of service,are and shallremain,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 "DWU' or "DXF" format, of the original drawings of the work. The City shall have unlimited authority to use the materials received from the Consultant in any way the City deems necessary. B. The City shall make copies, for the use of and without cost to the Consultant, of all of its maps, records, laboratory tests, or other data pertinent to the work to be performed by the Consultant pursuant to this _agreement, and also make available any other maps, records, or other materials available to the City from any other public agency or body. C. The Consultant shall furnish to the City, copies of all maps, records, field notes, and soil tests which were developed in the course of work for the City and for which compensation has been received by the Consultant at no additional expense to the City except as provided elsewhere in this Agreement. 5. Assignment/Delegation Neither party shall assign,sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract,Consultant shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them,and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. Consultant is Independent Contractor A. The City's project director, or designee, shall be responsible for determining whether Consultant's work product is satisfactory and consistent with this agreement, but Consultant is not subject to the direction and control of the City. Consultant shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. B. Consultant is an independent contractor and not an employee of City. Consultant acknowledges Consultant's status as an independent contractor and acknowledges that Consultant is not an employee of the City for purposes of workers compensation law, 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 31Page an employee of the City for any purpose,City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Consultant under the terms of the agreement, to the full extent of any benefits or other remuneration Consultant receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Consultant or to a third party) as a result of said finding. C. The undersigned Consultant hereby represents that no employee of the City or any partnership or corporation in which a City employee has an interest,has or will receive any remuneration of any description from the Consultant, either directly or indirectly, in connection with the letting or performance of this Agreement,except as specifically declared in writing. D. If this payment is to be charged against Federal funds,Consultant certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his/her normal charge for the type of service provided. E. Consultant and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. F. Consultant shall obtain, prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31 st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee though the end of the calendar year. G. Consultant is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. Indemnity A. The City has relied upon the professional ability and training of the Consultant as a material inducement to enter into this Agreement. Consultant represents to the City that the work under this contract will be performed in accordance with the professional standards of skill and care ordinarily exercised by members of the Consultant's profession under similar conditions and circumstances as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of an Consultant's work by the City shall not operate as a waiver or release. Acceptance of documents by City does not relieve Consultant of any responsibility for design deficiencies, errors or omissions. B. Claims for other than Professional Liability. Consultant agrees and shall indemnify, defend, save and hold harmless the City of Tigard, its officers, employees, agents, and representatiz es 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 4l Page or invalid for any reason whatsoever,such illegality or invalidity shall not affect the validity of the remainder of this indemnification. C. Claims for Professional Liability. Consultant agrees and shall indemnify, defend, save and hold harmless the City of Tigard,its officers,employees,agents,and representatives from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, arising out of the professional negligent acts, errors or omissions of Consultant or its subcontractors,sub-consultants,agents or employees in performance of professional services under this agreement. Any work by Consultant that results in a design of a facility that is not readily accessible to and usable by individuals with disabilities shall be considered a professionally negligent act, error or omission. D. As used in subsections B and C of this section, a claim for professional responsibility is a claim made against the City in which the City's alleged liability results directly or indirectly, in whole or in part, from the quality of the professional services provided by Consultant, regardless of the type of claim made against the City in performance of this contract. A claim for other than professional responsibility is a claim made against the City in which the City's alleged liability results from an act or omission by Consultant unrelated to the quality of professional services provided by Consultant in performance of this contract. 8. Insurance Consultant and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall corer risks arising directly or indirectly out of Consultant's activities or work hereunder, including the operations of its subcontractors of any tier. Such insurance shall include provisions that such insurance is primary insurance with respect to the interests of City and that any other insurance maintained by City is excess and not contributory insurance with the insurance required hereunder. The policy or policies of insurance maintained by the Consultant and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an"occurrence"form(CG 20101185 or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $3,000,000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $2,000,000 Fire Damage (Any one fire) $50,000 51Page 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 Sen-ices.Combined single limit per claim shall not be less than$2,000,000,or the equivalent. Annual aggregate limit shall not be less than$3,000,000 and filed on a"claims-made" form. C. Commercial Automobile Insurance Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of the contract (Symbol l or Symbols 8 and 9 as applicable) Commercial Automobile Liability coverage on an"occurrence" form including coverage for all owned,hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000. If Contractor operates a personally-owned vehicle for business use under this contract, the Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the contract, business automobile liability coverage for all owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence shall not be less than$2,000,000. D. Workers'Compensation Insurance The Consultant, its subcontractors, if any, and all employers providing work, labor or materials under this Contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers'compensation coverage that satisfies Oregon law for all their subject workers. Out- of-state employers must protide Oregon workers'compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Consultants who perform work without the assistance or labor of any employee need not obtain such coy erage. This shall include Employer's Liability Insurance with coverage limits of not less than$1,000,000 each accident. E. Additional Insured Provision All policies aforementioned, other than Workers' Compensation and Professional Liability, shall include the City its officers,employees,agents and representatives as additional insureds with respect to this contract. Coverage will be endorsed to provide a"per project"aggregate. F. Extended Repording 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 furilishing certification of Extended Reporting coverage as described or continuous "claims-made" liability coverage for 24 months following contract completion. Continuous "claims-made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. Coverage will be endorsed to provide a "per project"aggregate. 61Page G. Insurance Carrier Rating Coverage provided by the Consultant must be undem-ritten by an insurance company deemed acceptable by the City. _Ull 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. H. Self-Insurance The City understands that some Contractors may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If the Contractor is self-insured for commercial general liability or automobile liability insurance the Contractor must provide evidence of such self-insurance. The Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reser es the right in its sole discretion to determine whether self-insurance is adequate. I. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Consultant shall famish a Certificate of Insurance to the City. No contract shall be effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the address below prior to coverage expiration. J. Independent Contractor Status The service or services to be rendered under this contract are those of an independent contractor. Contractor is not an officer, employee or agent of the City as those terms are used in ORS 30.265. K. Primary Coverage Clarification The parties agree that Consultant's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. L. Cross-Liability Clause A cross-liability clause or separation of insureds clause utill be included in all general liability and commercial automobile policies required by this contract. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd Tigard,Oregon 97223 At the discretion of the City, a cop; of each insurance policy, certified as a true copy by an 7 1 Page authorized representative of the issuing insurance company may be required to be forwarded to the above address. Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance shall not be construed to limit Consultant's liability hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount of any damage,injury,or loss caused by negligence or neglect connected with this contract. 9. Termination Without Cause At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Consultant. If City terminates the contract pursuant to this paragraph,it shall pay Consultant for services rendered to the date of termination. 10. Termination With Cause A. City may terminate this Agreement effective upon delivery of written notice to Consultant, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If Federal or State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Consultant,its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Consultant,if a receiver or trustee is appointed for Consultant,or if there is an assignment for the benefit of creditors of Consultant. Any such termination of this agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to 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. 8 ' Page 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 seri-ices 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 e::tent 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: Cfn-OF TIGARD SHANNON &WILSON,INC. Attn: Andrew Newbury,Sr.Project Eng. Attn: David Higgins Address: 13125 SW Hall Boulevard Address: 3990 Collins Way, Suite 100 Tigard, Oregon 97223 Lake Oswego, Oregon 97035 Phone: (503) 718-2472 Phone: (503) 210-4750 Email: andrewn0a?dWd-or.gov Email: DIHnshanwil.com and when so addressed, shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices,bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices,bills and payments are to be given by giving written notice pursuant to this paragraph. 13. Merger This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 14. Professional Services The City-requires that services provided pursuant to this agreement shall be provided to the City by an Consultant,which does not represent clients on matters contrary to City interests. Further, 91Paoe Consultant shall not engage services of an Consultant and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary- to City interests. Should the Consultant represent clients on matters contrary to City interests or engage the services of an Consultant and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests, Consultant shall consult with the appropriate City representative regarding the conflict. After such consultation,the Consultant shall have seven (7) days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 10 (B -3) of this agreement. 15. Force Majeure Neither City nor Consultant shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy,civil unrest,volcano,earthquake,fire,flood,epidemic,quarantine restriction,area- vide 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 v ith Disabilities Act. 17. Errors Consultant shall perform such additional work as may be necessary-to correct errors in the work required under this Agreement without undue delays and without additional cost. 18. Extra (Changes)Work Only the City's Project Manager may authorize extra (and/or change) work. Failure of Consultant to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Consultant thereafter shall be entitled to no compensation whatsoever for the performance of such work. 10 1 Page 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 u7th 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. 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: 11 Pale 1) All to-: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 b;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. 26. 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 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. 12 ! Page 27. 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 O TIGARD SHANNON&WILSON,INC. / 410( By: a Wine, City Tanager By:Authorized Contractor Representative �f 7Z7Z ° r6 Date Date 13 1 Page EXHIBIT A SCOPE OF SERVICES BACKGROUND The SW 113`'Avenue Outfall is located in the Woodsprings Apartments property in Tigard, Oregon. The existing outfall consists of a 42-inch corrugated steel culvert within a 15-foot wide City of Tigard (City) right-of-way, which discharges to an open channel, emptying into the Tualatin River, approximately 2,000 feet south of the culvert outlet. During heavy rainfall in December 2015, scour at the outlet of the 42-inch culvert caused a bank failure at the head of the open channel in the area surrounding the culvert. The bank failure was through the culvert and caused the end section of the corrugated steel culvert to separate and fall into the open stream channel; the remaining portion at the end of the culvert bent down into the open channel. There is now a kink in the culvert at the face of the bank failure. The scour also more deeply incised the open channel and over-steepened the adjacent bank slopes in the area within approximately 75 feet of the culvert outlet. Silt soil is exposed in the face of the incised bank slopes. The west bank of the open channel within this area is near-vertical and approximately 15 feet high,with top of bank approximately 15 feet from an apartment building structure. The bank slopes are unstable and the apartment building structure west of the channel mai-be at risk of damage due to bank failure. Additional scout at the base of the channel could further decrease bank stability. PROJECT SCOPE Task 1—Existing Conditions Survey and Explorations Wetland and Waters Determination/ Delineation Consultant or subconsultant shall conduct a site visit to confirm that wetland conditions are not adjacent to the tributar;-. The methodology used for determining whether wedand conditions exist and delineating wedand boundaries will be conducted in accordance with guidance in the Western Mountains, Fallqs, and Coast Regional Supplement(Vernon 2.0)and the 1987 U S.Army Corps of Engineers (Corps) Wetlands Delineation Manual used by the Corps and the DSL. Consultant or subconsultant shall collect data at select locations to document the presence and/or absence of wedand conditions on the site. Any on-site wedand boundaries, plot locations, and the OHW1\1 for the tributary vEtill be flagged in the field for surveying. Consultant or subconsultant shall assess the condition of the vegetated corridor according to CWS standards (good, marginal, or degraded). Geotechnical Literature Review, Reconnaissance, and Explorations Consultant shall perform a geologic literature search including review of relevant and available geologic mapping,previous geotechnical reports,well logs, digital aerial photos, and LiDAR. Consultant shall perform a site reconnaissance to map geologic features, erosion, and bank failures, and to observe soil types in the channel sidewalls and mark hand-auger boring locations for utility locates. Consultant shall perform two hand-auger boxings: one at the base of the outfall channel and one at the top of the outfall channel bank slope. Both hand augers will be bored to a depth of 15 feet or refusal to evaluate subsurface soils. 14 1 Page Topographic Survey Consultant or subconsultant shall complete a topographic survey of the project area beginning at the southerly edge of curb of the existing apartment complex: drive aisle and extending south along the stream channel to a point 100 feet below- the existing culvert outlet and positioned east/west to the faces of the existing apartment building structures. The survey must include: ➢ Notification to the Oregon Utility Notification Center (locate services) to ensure underground utilities in the area will be located and the surface markings can be field tied. ➢ Subcontracting with a private utility locating services for locating private underground utilities (irrigation systems,private power/communications lines,and private plumbing). ie Surrey of located utilities,existing ground elevations,major vegetation,trees greater than 6 inches in diameter at breast height,driveways,structures,wetland flags and other physical improvements. i' The topographic/site map will show all of these features and be prepared in a computerized format that can be used for design purposes. The topographic/site map will have a one-foot contour interval. Task 2—Design Phase Geotechnical Laboratory Testing Consultant shall perform up to eight moisture content tests and one Atterberg limits test. Geotechnical Engineering Evaluation and Geotechnical Design Letter Consultant shall evaluate static and seismic slope stability of the existing outfall bank slope at the critical section based on surface observation, hand auger explorations, and topographic contour mapping from site survey. The slope stability analysis will be performed to determine the stability of the existing slope and the current risk to the nearby apartment building structure due to bank failure. Consultant shall perform a conceptual evaluation of potential temporary slope stability mitigation alternatives for the outfall bank slopes that do not require natural resource permitting. Final design of temporary bank slope stabilization mitigation alternatives are not included in this scope of services but can be provided for the preferred alternative if requested by the City. Consultant shall prepare preliminary geotechnical design recommendations for manhole and scour pad construction and conceptual recommendations for temporary mitigation of slope stability. Consultant shall prepare a geotechnical design letter presenting the results of our field and office studies,including geotechnical design recommendations. An electronic copy of the draft geotechnical design letter will be prepared and submitted for review and comments. Review comments will be incorporated in the final letter. Consultant shall review subconsultant-developed plans and specifications. Consultant shall assist subconsultant with development of the engineers' estimate by evaluating the geotechnical aspects of construction. Consultant shall attend one plan design review meeting with subconsultant and the City. 15 � Page Civil Engineering Services Consultant or subconsultant shall prepare Civil Engineering Construction plans, including the following sheets: y Cover sheet with vicinity and site maps iO General Notes Sheet Existing Conditions Plan i' Grading and Erosion Control Plan i> Plan and Profile of Piping and Channel Improvements y' Construction Details The plans will be developed to limit work to less than 25 CY of fill/removal within the wetland, providing temporary repair. In addition to the plans, Consultant or subconsultant shall perform the following: i= Prepare hydraulic calculations for sizing the rip-rap outfall Prepare an.Engineer's Construction Cost estimate for Civil Improvements Y Review construction bid documents prepared by City y' Attend one plan review meeting with the representatives of Consultant and the City Arborist Services Consultant or subconsultant shall provide arborist services to prepare a tree plan, as required by the City of Tigard's Urban Forestry Manual. The tree plan will include the following information on trees equal to or greater than 6 inches in diameter: i> Horizontal location of each tree y' Species i' Diameter :o*-, Condition y' Wind throw potential y Trees to be removed r Trees to be saved,with protection measures Natural Resource Permitting Services Consultant or subconsultant shall prepare and submit a notification for "No State Permit Authorization" to DSL to obtain authorization that planned repairs meet DSL requirements and do not require natural resource permitting. Task 3 —Construction Support Services Construction of Temporary Repairs Construction Support ■ Consultant and subconsultant shall review contractor material submittals. • Consultant and subconsultant shall respond to contractor Requests for Information (RFIs). ■ Consultant and subconsultant shall attend a construction kickoff meeting. ■ Consultant and subconsultant shall complete two site visits during construction. • Shannon&Wilson shall complete two site visits during construction. 16 � Page ■ Consultant and subconsultant shall complete one final walkthrough site visit. j' Construction Staking ■ Consultant and subconsultant shall provide construction stakes for disturbed limits and the storm outfall scour pad. Arborist Services ■ Consultant and subconsultant shall provide one arborist inspection during the course of construction and one final inspection. Task 4—Project Management r Consultant shall manage all repair design services and coordinate with subconsultant and the City. r Consultant shall perform all project invoicing and accounting and provide progress reports. i> Consultant shall manage subcontract with subconsultant. i' Consultant shall manage the flow of information between Consultant,subconsultant,and the City. Assumptions i> City shall be responsible for assembling the project general specifications, contract documents, and contractor bidding and selection. Y Scope of services does not include scour protection or slope stability mitigation of outfall channel bank slopes. i' Final design of proposed conceptual temporary mitigation alternatives to improve bank stability are not included in this scope of services. j' No tree mitigation will be required for the project. y Monitoring of plant establishment for vegetated corridor enhancements will be completed by City. Jo- Corps and DSL permit support will not be performed. i' Surrey will not include property boundaries. i' Construction materials testing will not be required. r' City of Tigard Permits will not be needed. The City will provide site access. PI This scope of services does not include bioengineering of stream channel enhancements. y' Assume site soils and groundwater are not contaminated. r' Fees or bonds required by affected governmental bodies for review, filing, and submission of plans, drawings,and surveys are not included in the cost. Title company fees are not included in the cost. SCHEDULE Consultant shall begin services immediately upon receipt of Notice to Proceed (NTP. Tasks 1 and 2 shall be performed concurrently; complete draft plans ready by early August 2016. Final plans and specifications anticipated to be completed by mid-August 2016. 17 1 Page EXHIBIT B CONSULTANT'S PROPOSAL June 29,2016 SHANNON 6 WI LSON, INC. Mr.Andrew Newbury,PE City of Tigard Public Works Department 13125 SW Hall Boulevard Tigard,Oregon 97223 RE: REVISED PROPOSAL FOR DESIGN AND CONSTRUCTION SUPPORT SERVICES SW 113TH AVENUE OUTFALL REPAIR TIGARD, OREGON Dear Mr.Newbury: This revised proposal is for design and construction support services for the SW 113th Avenue Outfall repair. Services will include wetland delineation, survey, geotechnical and civil design, arborist, natural resource permitting, and geotechnical and civil construction support. Shannon &Wilson, Inc., will perform the geotechnical services and all other services will be subcontracted by Shannon&Wilson to AKS Engineering&Forestry(AKS). Shannon& Wilson will support and review services to be performed by AKS. The SW 113th Avenue Outfall is located in the Woodsprings Apartments property in Tigard, Oregon. The existing outfall consists of a 42-inch corrugated steel culvert within a 15-foot wide City of Tigard(City) right-of-way, which discharges to an open channel, emptying into the Tualatin River, approximately 2,000 feet south of the culvert outlet. During heavy rainfall in December 2015, scour at the outlet of the 42-inch culvert caused a bank failure at the head of the open channel in the area surrounding the culvert. The bank failure was through the culvert and caused the end section of the corrugated steel culvert to separate and fall into the open stream channel; the remaining portion at the end of the culvert bent down into the open channel. There is now a kink in the culvert at the face of the bank failure. The scour also more deeply incised the open channel and over-steepened the adjacent bank slopes in the area within approximately 75 feet of the culvert outlet. Silt soil is exposed in the face of the incised bank slopes. The west bank of the open channel within this area is near-vertical and approximately 15 feet high, with top of bank approximately 15 feet from an apartment building structure. The bank slopes are unstable and the apartment building structure west of the channel may be at risk of damage due to bank failure. Additional scour at the base of the channel could further decrease bank stability. 18 � Page Project Understanding Our project understanding is based on a site visit with the City of Tigard on February 16, 2016, follow-up email and phone correspondence with the City, a City request for a proposal for outfall repair design issued June 15, 2016, and a June 28, 2016 request by the City that we revise our proposal to include only construction that does not require natural resource permitting. Shannon &Wilson and AKS both made a site visit on June 20, 2016 to observe the current condition of the outfall. After returning from the site visit,AKS Natural Resource personnel spoke with regulatory agencies regarding permitting of outfall repairs. Based on AKS' discussions with regulatory agencies, we understand that the outfall is within a jurisdictional tributary to the Tualatin River which is regulated by the Oregon Division of State Lands (DSL) and the Portland District US Army Corps of Engineers (Corps). Fill and/or removal exceeding 50 cubic yards (CY) of material within waters of the State will require an Individual Permit (IP) from DSL. Fill and/or removal exceeding 1 CY per running foot below the Ordinary High Water Mark(OHWM) or 25 CY requires a Pre-Construction Notification Permit to the Corps in order to receive Nationwide Permit(NWP) authorization. The timeline for review of the NWP is approximately 60 days and the review timeline for the IP is 120 days. Work within waters is limited to an in-water work period which extends from July 15th to September 30th. Clean Water Services (CWS) will require a 50-foot wide vegetated corridor adjacent to the tributary. Ground disturbance (either temporary or permanent) will require a Service Provider Letter from CWS. We understand that the City has requested we provide plans and specifications for outfall channel repairs to replace the damaged portion of the 42-inch steel culvert outlet and mitigate scour and bank stability at the head of the open channel within approximately 100 feet of the culvert outlet. We understand the plans and specifications will be used to request contractor bids for the repairs to be performed this fall. We also understand that the City will be responsible for assembling the project general specification, contract documents, and contractor bidding and selection. The plans and specifications will require topographic survey of existing conditions and arborist services. Our original June 24, 2016 proposal to the City included scope items pursuinge natural resource permitting to place greater than 25 CY of fill for channel sidewall scour protection and increased slope stability. After receiving our original proposal,we understand that the City determined that funding was not available to pursue natural resource permitting. On June 28, 2016,the City requested we revise our proposal to not include Corps and DSL natural resource permitting and to limit temporary repair design to only repairs that do not require Corps and DSL permitting. We understand that the City has requested we continue to provide wetland delineation and natural resource assessment for submittal to CWS as part of this scope of services. The City has requested Shannon &Wilson and AKS provide geotechnical and civil support services during construction. 19 1 Page Project Approach Due to a lack of available funding to pursue the permitting required for placing more than 25 CY of fill in the open outfall channel, our approach will be to develop temporary measures that will repair the outfall and mitigate scour at the base of the channel. The temporary repairs will be limited to less than 25 CYs of fill/removal and can potentially be performed without Corps and DSL permits. The bent and damaged outlet of the 42-inch culvert will be repaired and scour resistance fill material at the outlet will be installed,but the stability of the open channel outfall bank slopes will not be improved. Placement of rip-rap fill material greater than 25 CY will be required to mitigate both scour and slope stability. This will involve placing rip-rap fill as a scour pad at the base of the channel and as buttress fill to support bank slopes in the area within approximately 100 feet of the outlet. Our temporary repairs approach is limited to repairing the damaged outlet pipeline and placing a scour pad at the base of the channel. They are described as follows: Y Culvert outfall modifications and temporary scour mitigation measures resulting in less than 25 CY of fill/removal within the tributary (potentially no NWP or IP required). Temporary improvements may include the addition of a manhole over an existing 42-inch storm line,the extension of the 42-inch storm line, and a rip-rap energy dissipater(less than 25 CY). AKS will prepare and submit a notification for"No State Permit Authorization"to DSL to provide written notification to the agency of planned fill placement; we will then receive agency clarification that planned construction activities meet regulatory requirements. Temporary repairs will include repair of the 42-inch outlet and improve the scour resistance at the outlet,but will not improve bank slope stability and will not provide additional scour protection for exposed outfall bank slopes. We will provide recommendations for conceptual temporary slope stability mitigation alternatives that do not require natural resource permitting. Based on the results of our engineering evaluation, we may also recommend that temporary stabilization improvements be made until additional placement of rip-rap fill for buttress support of the open channel outfall banks can be permitted and constructed. We will begin services immediately upon receiving notice to proceed, first performing the existing conditions survey and explorations including literature review, site reconnaissance, wetland delineation, geotechnical explorations, and topographic survey. We will then begin the design phase, including geotechnical and civil engineering services as well as arborist services. We will provide the City with support during bidding and once a contractor is selected we will provide construction support services. Our scope of services, schedule, and estimated fee is discussed in detail herein. 201Page Scope of Services Task 1 — Existing Conditions Survey and Explorations Wetland and Waters Determination / Delineation AKS will conduct a site visit to confirm that wetland conditions are not adjacent to the tributary. The methodology used for determining whether wetland conditions exist and delineating wetland boundaries will be conducted in accordance with guidance in the Western Mountains, Valleys, and Coast Regional Supplement(Version 2.0) and the 1987 U.S. Army Corps of Engineers (Corps) Wetlands Delineation Manual used by the Corps and the DSL. AKS will collect data at select locations to document the presence and/or absence of wetland conditions on the site. Any on-site wetland boundaries, plot locations, and the OHWM for the tributary will be flagged in the field for surveying. AKS will assess the condition of the vegetated corridor according to CWS standards (good, marginal, or degraded). Geotechnical Literature Review, Reconnaissance, and Explorations Shannon &Wilson will perform a geologic literature search including review of relevant and available geologic mapping, previous geotechnical reports, well logs, digital aerial photos, and LiDAR. Shannon&Wilson will perform a site reconnaissance to map geologic features, erosion, and bank failures, and to observe soil types in the channel sidewalls and mark hand- auger boring locations for utility locates. Shannon &Wilson will perform two hand-auger borings: one at the base of the outfall channel and one at the top of the outfall channel bank slope. Both hand augers will be bored to a depth of 15 feet or refusal to evaluate subsurface soils. Topographic Survey AKS will complete a topographic survey of the project area beginning at the southerly edge of curb of the existing apartment complex drive aisle and extending south along the stream channel to a point 100 feet below the existing culvert outlet and positioned east/west to the faces of the existing apartment building structures. The survey will include: Y Notification to the Oregon Utility Notification Center(locate services)to ensure underground utilities in the area will be located and the surface markings can be field tied. i� Subcontracting with a private utility locating services for locating private underground utilities (irrigation systems, private power/communications lines, and private plumbing) i> Survey of located utilities, existing ground elevations, major vegetation, trees greater than 6 inches in diameter at breast height, driveways, structures, wetland flags and other physical improvements. 211 Page i' The topographic/site map will show all of these features and be prepared in a computerized format that can be used for design purposes. The topographic/site map will have a one-foot contour interval. Task 2 — Design Phase Geotechnical Laboratory Testing Shannon&Wilson will perform up to eight moisture content tests and one Atterberg limits test. Geotechnical Engineering Evaluation and Geotechnical Design Letter Shannon&Wilson will evaluate static and seismic slope stability of the existing outfall bank slope at the critical section based on surface observation, hand auger explorations, and topographic contour mapping from site survey. The slope stability analysis will be performed to determine the stability of the existing slope and the current risk to the nearby apartment building structure due to bank failure. Shannon &Wilson will perform a conceptual evaluation of potential temporary slope stability mitigation alternatives for the outfall bank slopes that do not require natural resource permitting. Final design of temporary bank slope stabilization mitigation alternatives are not included in this scope of services but can be provided for the preferred alternative if requested by the City. Shannon&Wilson will prepare preliminary geotechnical design recommendations for manhole and scour pad construction and conceptual recommendations for temporary mitigation of slope stability. Shannon&Wilson will prepare a geotechnical design letter presenting the results of our field and office studies, including geotechnical design recommendations. An electronic copy of the draft geotechnical design letter will be prepared and submitted for review and comments. Review comments will be incorporated in the final letter. Shannon&Wilson will review AKS-developed plans and specifications. Shannon& Wilson will assist AKS with development of the engineers' estimate by evaluating the geotechnical aspects of construction. Shannon &Wilson will attend one plan design review meeting with AKS and the City. Civil Engineering Services AKS will prepare Civil Engineering Construction plans, including the following sheets: Cover sheet with vicinity and site maps i� General Notes Sheet Existing Conditions Plan )o- Grading and Erosion Control Plan i> Plan and Profile of Piping and Channel Improvements 22 1 Page Construction Details The plans will be developed to limit work to less than 25 CY of fill/removal within the wetland,providing temporary repair. In addition to the plans, AKS will perform the following: i> Prepare hydraulic calculations for sizing the rip-rap outfall Prepare an Engineer's Construction Cost estimate for Civil Improvements i> Review construction bid documents prepared by City i> Attend one plan review meeting with the representatives of Shannon &Wilson and the City Arborist Services AKS will provide arborist services to prepare a tree plan, as required by the City of Tigard's Urban Forestry Manual. The tree plan will include the following information on trees equal to or greater than 6 inches in diameter: i> Horizontal location of each tree i> Species Y Diameter i- Condition r Wind throw potential Trees to be removed y Trees to be saved, with protection measures Natural Resource Permitting Services AKS will prepare and submit a notification for"No State Permit Authorization"to DSL to obtain authorization that planned repairs meet DSL requirements and do not require natural resource permitting. Task 3 — Construction Support Services Construction of Temporary Repairs Construction Support ■ Shannon &Wilson and AKS will review contractor material submittals. ■ Shannon&Wilson and AKS will respond to contractor Requests for Information (RFIs). 23 1 Page ■ Shannon &Wilson and AKS will attend a construction kickoff meeting. ■ AKS will complete two site visits during construction. ■ Shannon&Wilson will complete two site visits during construction. ■ Shannon &Wilson and AKS will complete one final walkthrough site visit. i> Construction Staking ■ AKS will provide construction stakes for disturbed limits and the storm outfall scour pad. Arborist Services ■ AKS will provide one arborist inspection during the course of construction and one final inspection. Task 4 — Project Management Shannon&Wilson will manage all repair design services and coordinate with AKS and the City. We;rill perform all project,in and accounting and provide progress repo ts. .':'e-.ill manage our subcontract with AKS. We will manage the flow of information between Shannon &Wilson and AKS and the City. assumptions > City will be responsible for assembling the project general specifications, contract documents, and contractor bidding and selection. y Our scope of services does not include scour protection or slope stability mitigation of outfall channel bank slopes. i> Final design of proposed conceptual temporary mitigation alternatives to improve bank stability are not included in this scope of services. i> No tree mitigation will be required for the project. v Monitoring of plant establishment for vegetated corridor enhancements will be completed by City. Y Corps and DSL permit support will not be performed. it Survey will not include property boundaries. Construction materials testing will not be required. y City of Tigard Permits will not be needed. i> The City will provide site access. y This scope of services does not include bioengineering of stream channel enhancements. 24 1 Page We assume site soils and groundwater are not contaminated. Y Fees or bonds required by affected governmental bodies for review, filing, and submission of plans, drawings, and surveys are not included in the estimate. Title company fees are not included in the estimate. Schedule We are prepared to begin services immediately upon receipt of your notice to proceed (NTP) which we assume will be by July 1, 2016. We will perform Tasks 1 and 2 concurrently; we plan to complete draft plans by July 22, 2016. We anticipate final plans and specifications will be completed August 5, 2016. Estimated Fee Our services will be performed on a time-and-materials basis in accordance with the attached cost estimate table and 2016 Shannon &Wilson and AKS Fee Schedules. We estimate that the cost to complete the scope of services described herein will be$30,447. This estimate will not be exceeded without prior written authorization. The breakdown of costs for each task is shown on the cost estimate table. If additional services, site visits, meetings, analyses,permit applications, or consultation outside the scope defined herein are deemed appropriate, we will so recommend and seek your authorization for the additional costs before proceeding. Potential future tasks not included in this scope of services may include monitoring of bank slopes during the winter months and final design of temporary bank slope stabilization preferred alternative. Sincerely, SHANNON&WILSON,INC. David J.Higgins,CEG Associate I Engineering Geologist DJH/RPP:aeb Enclosures: Cost Estimate Table Shannon&Wilson 2016 Schedule of Fees AKS Standard Fee Schedule 25 1 Page