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Colliers International ~ C190050 City of Tigard CONTRACT CHANGE ORDER/ 131:25 SW Hall Blvd. AMENDMENTSUM' MARY Tigard,Oregon 97223 Phc ue= '505) 639n4171 FIELD CHANGE ORDER FORM FaIx- (503)684-72,97 rd-or. civ Project Title: On-Call Appraisal&Relocation Services Project Manager: Sean Farrell Contractor: Colliers International Ori ' al Contract#: Effective Dates: 1/3/2019 — 6/30/2019 Chane Order/Amendment Amount: Accounting Strin : Amendment Percenta e Runnin Total: % AMENDMENT DETAILS` 2. Effective Date and Duration This agreement shall become effective upon the date of execution,and shall expire,unless otherwise terminated or extended,on completion of the work or , 94-9?une .30} 2E}2E't whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMENDMENT BUDGET IMPACT AND REQUIRED ACTIONS REQUESTING PROJECT MANAGER APPROVING CITY S'T'AFF S' atureSi ature Date Date,, Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules,regulations,and laws that may be in effect for the work. The unit pricing in the original contract shall apply to all signature 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 budget. Date, CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT C190050 AMENDMENT #1 The agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and Colliers International, hereinafter referred to as Contractor, entered into on the 3rd day of January, 2019,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 completion of the work or )Linc _0t 2(}2f i whichever comes first. 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 COLLIERS INTERNATIONAL Signature Signature Jeff Buono Printed Name Za Printed Name �/ 1 05/23/2029 Date Date CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM /� (THIS FORM MUSTACCOMPANYEVER YCONTRACT) �'�CJV�Y�����7C J Contract Title: On-call Appraisal and Relocation Services Number: Contractor: Colliers International Contract Total: $12.000 Contract Overview: On- call contract to perform appraisal.Market studies and relocation assistance to enable the acquisition and development of piope •for public space Initial Risk Level: ❑ Extreme ❑ high ❑ Moderate. ®Low Risk Reduction Steps: Risk Comments: Risk Signature: Contract Manager: Sean Farrelly Ext: 2420 Department: CD Type: ❑ Personal Svc ® Professional Svc ❑ Architectural Agr Public Imp ❑ General 061 E] Engineering Svc ❑ Other: Start Date: End Date: C t Quotes/Bids/Proposal: FIRMAmouw/ScogE Direct__appointment Account String: Fund-Division-Account Work Otdet—Activity Type Amount FY 18-19 100-3700-54001 97940-940-190 $12,000 FY FY FY FY Approvals - LCRB Date: Department Comments: Department Signature: Purchasing Comments: L7 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. Contract # CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT ON-CALL APPRAISAL AND RELOCATION SERVICES THIS AGREEMENT,made and entered into this 3'day of January,2019,by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Colliers International, hereinafter referred to as the "Consultant." RECITALS WHEREAS, the City's 20118-2019 Fiscal Year budget provides for consultant services for the Downtown public space 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 with the terms and conditions set forth herein,and as provided in Exhibit A,which is attached hereto and by this reference made a part of this Agreement. 2. Effective Date and Duration This agreement shall become effective upon the date of execution by the City's Local Contract Review Board, and shall expire,unless otherwise terminated or extended, on completion of the work or June 30,2019 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 Twelve Thousand and No/100 Dollars ($12,000.00)without prior written authorization. 2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of Services to be provided by the Consultant and is not necessarily related to the estimated construction cost of the Project. In the event that the actual construction cost differs from the estimated construction cost, the Consultant's compensation will not be adjusted unless the Scope of Services to be provided by the Consultant changes and is authorized and accepted by the City. B. Payment Schedule for Basic Fee Payments shall be made upon receipt of billings based on the work completed. Billings shall be submitted by the Consultant periodically, but not more frequently than monthly. Payment by the City shall release the City from any further obligation for payment to the Consultant for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. 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—Gencral 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 2019 PSA—On-CallAppraisal and Relocation 2 1 ] age the payment against funds due or to become due to the Consultant. The payment of the claim in this manner shall not relieve Consultant or their surety from obligation with respect to any unpaid claims. 4. Ownership of Plans and Documents: Records A. The field notes, design notes, and original drawings of the construction plans, as instruments of service,are and shall remain,the property of the Consultant;however,the City shall be furnished,at no additional cost,one set of previously approved reproducible drawings, on 3 mil minimum thickness mylar as well as diskette in "DWG" or "DXF" format, of the original drawings of the work. The City shall have unlimited authority to use the materials received from the Consultant in any way the City deems necessary. B. The City shall make copies, for the use of and without cost to the Consultant, of all of its maps, records, laboratory tests, or other data pertinent to the work to be performed by the Consultant pursuant to this Agreement, and also make available any other maps, records, or other materials available to the City from any other public agency or body. C. The Consultant shall furnish to the City, copies of all maps, records, field notes, and soil tests which were developed in the course of work for the City and for which compensation has been received by the Consultant at no additional expense to the City except as provided elsewhere in this Agreement. 5. Assigment/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 2019 PSA—On-Call Appraisal and Relocation 3 a`e 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. Indemnitv A. The City has relied upon the professional ability and training of the Consultant as a material inducement to enter into this Agreement. Consultant represents to the City that the work under this contract will be performed in accordance with the professional standards of skill and care ordinarily exercised by members of the Consultant's profession under similar conditions and circumstances as well as the requirements of applicable federal, state and local laws,it being understood that acceptance of an Consultant's work by the City shall not operate as a waiver or release. Acceptance of documents by City does not relieve Consultant of any responsibility for design deficiencies, errors or omissions. B. Claims for other than Professional Liability. Consultant agrees and shall indemnify, defend, save and hold harmless the City of Tigard, its officers, employees, agents, and representatives from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, of whatsoever nature, including intentional acts resulting from or arising out of the activities of Consultant or its subcontractors, sub- consultants, agents or employees in performance of this contract at both trial and appeal level,whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies.. If any aspect of this indemnity shall be found to be illegal 2019 PSA--On-Call Appraisal and Relocation 4 1 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 cover risks arising directly or indirectly out of Consultant's activities or work hereunder, including the operations of its subcontractors of any tier. Such insurance shall include provisions that such insurance is primary insurance with respect to the interests of City and that any other insurance maintained by City is excess and not contributory insurance with the insurance required hereunder. The policy or policies of insurance maintained by the Consultant and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an"occurrence"form(CG 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 2019 PSA—On-Call Appraisal and Relocation 5 1 13 a g c B. Professional Liability Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this contract, Professional Liability Insurance covering any damages caused by any actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services. Combined single limit per claim shall not be less than$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 I or Symbols 8 and 9 as applicable) Commercial automobile Liability coverage on an "occurrence" form including coverage for all owned,hired,and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000. If Contractor operates a personally-owned vehicle for business use under this contract, the Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the contract, business automobile liability coverage for all owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence shall not be less than$2,000,000. D. Workers'Compensation Insurance The Consultant, its subcontractors, if any, and all employers providing work, labor or materials under this Contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers'compensation coverage that satisfies Oregon law for all their subject workers. Out- of-state employers must provide Oregon workers'compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Consultants who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than$1,000,000 each accident. E. Additional Insured Provision All policies aforementioned, other than Workers' Compensation and Professional Liability, shall include the City its officers,employees,agents and representatives as additional insureds with respect to this contract. Coverage will be endorsed to provide a"per project"aggregate. F. Extended Reporting Coverage If any of the aforementioned liability insurance is arranged on a "claims-made" basis, Extended Reporting coverage will be required at the completion of this contract to a duration of 24 months or the maximum time period the Consultant's insurer will provide such if less than 24 months. Consultant will be responsible for furnishing certification of Extended Reporting coverage as described or continuous "claims-made" liability coverage for 24 months following contract completion. Continuous "claims-made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. Coverage will be endorsed to provide a "per project"aggregate. 2019 PSA—On-Call Appraisal and Relocation 6 113 a g G. Insurance Carrier Rating Coverage provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M.Best rating of"A-VII" or better,or equivalent The City reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. H. Self-Insurance The City understands that some Contractors may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If the Contractor is self-insured for commercial general liability or automobile liability insurance the Contractor must provide evidence of such self-insurance. The Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to deterniine whether self-insurance is adequate. I. Certificates of Insurance As evidence of the insurance coverage required by the contract,the Consultant shall furnish a Certificate of Insurance to the City. No contract shall be effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the address below prior to coverage expiration. J. Independent Contractor Status The service or services to be rendered under this contract are those of an independent contractor. Contractor is not an officer, employee or agent of the City as those 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 will be included in all general liability and commercial automobile policies required by this contract. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Atm: 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 2019 PSA—On-Call Appraisal and Relocation 7 �;c 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. 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. 2019 PSA—On-Call Appraisal and Relocation 8 1 P a g c If City terminates this Agreement under paragraph (B), Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Consultant bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Consultant. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 11. Non-Waiver The failure of City to insist upon or enforce strict performance by Consultant of any of the terms of this Agreement or to exercise any rights hereunder,should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 12. Method and Place of Giving Notice. Submitting Bills and Making Payments All notices,bills and payments shall be made in writing and may be given by personal delivery, mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: CITY OFF.,TIGARD COLLIERS INTERNATIONAL Attn: Sean Farrelly Attn: Jeff Buono Address: 13125 SW Hall Boulevard Address: 851 SW 6'Avenue,Suite 1200 Tigard, Oregon 97223 Portland, Oregon 97204 Phone: (503) 718-2420 Phone: (503)542 5414 Email: Sean ti rd-or. v Email: jeff.buono@colhers.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, 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. 2019 PSA—On-Call Appraisal and Relocation 9 111 a e Should the Consultant represent clients on matters contrary to City interests or engage the services of an Consultant and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests, Consultant shall consult with the appropriate City representative regarding the conflict. After such consultation, the Consultant shall have 30 days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 10 (13 -3) of this agreement. 15. Force Majeure Neither City nor Consultant shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy,civil unrest,volcano,earthquake,fire,flood,epidemic,quarantine restriction,area- wide strike,freight embargo,unusually severe weather or delay of subcontractor or supplies due to such cause;provided that the parties so disenabled shall within ten days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall,however,make all reasonable efforts to remove or eliminate such a cause of delay or default and shall,upon cessation of the cause,diligently pursue performance of its obligation under the Agreement. 16. Non-Discrimination Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Consultant also shall comply with the Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws. All facilities designed by Consultant under this contract shall be designed to be readily accessible to and usable by individuals with disabilities as required by the Americans with Disabilities Act. 17. Errors Consultant shall perform such additional work as may be necessary to correct errors in 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. 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. 2019 PSA—On-Call Appraisal and Relocation 10 1 P a g c 20. Choice of Law,Venue The provisions of this Agreement are governed by Oregon Law. Venue will be the State of Oregon Circuit Court in Washington County or the US District Court for Oregon,Portland. 21. Compliance With Applicable Law Consultant shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement,including those set forth in ORS 279A,279B,and 279C. 22. 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. 23. 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. 24. 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. 25. 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. 26. 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: 2019 PSA—On-Call Appraisal and Relocation 111 Page 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. 27. 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. 2019 PSA—On-Call Appraisal and Relocation 12 1 P a g c 28. Comalete 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 COLLIERS INTERNATIONAL By: By:Authorized Contractor Representative February 22,2019 r Date Date 2019 PSA—On-Call Appraisal and Relocation 13 1 1' a�; EXHIBIT A SCOPE OF SERVICES The Consultant shall render professional services as described below: 1. Perform appraisal reports for properties to be acquired by the City/Town Center Development Agency for public space in the downtown. 2. Perform market studies and relocation studies and consulting to assist the City/Town Center Development Agency to relocate businesses on properties to be developed into public space. 2019 PSA—On-CallAppraisal and Relocation 14 11-1 a r EXHIBIT B CONSULTANT'S PROPOSAL 2019 PSA—On-Call Appraisal and Relocation 15 1 P a g;e COWERS INTERNATIONAL PROFESSIONAL VALUATION &ADVISORY 851 SW&xtri Avenue-Sui[e 0 AGREEMENT Portland, r0• • FAX �1 503-273.4273 January 3,2019 Jeff Buono, MAI Senior Valuation Services Director Direct+1503.542.5414 jeff.buono(a)colliers.com Sean Farelly Redevelopment Project Manager City of Tigard/Town Center Development Agency Tigard, OR 97223 503.718.2420 sea n(a)tigard-or.gov RE:Contract work Dear Mr. Farelly: Thank you for considering Colliers International Valuation &Advisory Services, LLC for the assignment identified in the below stated Professional Service Agreement. Please sign one copy of the agreement and return it to me,thereby indicating your authorization for us to proceed with this assignment and your acceptance of the attached Terms and Conditions. PROFESSIONAL SERVICE AGREEMENT ("Agreement") Project Comparables research,site appraisal,and relocation research Location 19850 SW 1121 Avenue,Tualatin—rent comparables research(6 comparables) 12562 SW Main Street,Tigard—site value for both developable and non-developable area per the site plan forwarded 9110 SW Burnham Street,Tigard—relocation research and assistance Parties Colliers Intemational Valuation&Advisory Services, LLC("CIVAS")and The City of Tigard(herein at times referred to as "Client') Intended User The City of Tigard is the only intended user of this report.No other users are Intended. (12562 SW Main Street,Tigard) Intended Use The report to be performed under this Agreement("Appraisal")is intended only for use in internal decision making.The report Is not intended for any other use.An appraisal will be provided for 12562 SW Main Street,Tigard. Purpose Market Value Type of Appraisal CIVAS will produce an Appraisal Report in which the appraiser's analysis and conclusions will be summarized within this document(12562 SW Main Street,Tigard only) Rights Appraised Fee Simple Date of Value Date of inspection Colliers International Valuation 8 Advisory Services,and certain of its subsidiaries,is an independently owned and operated business and a member firm of Colliers International Property Consultants,an affiliation of independent companies with over 5170+offices throughout more than 63 countries worldwide. IIIIIrr r�911••- CONTINUED Scope of Work CIVAS and/or its designated affiliate will provide the Appraisal in accordance with USPAP and the Code of Ethics and Certifications Standards of the Appraisal Institute and State Licensing Laws.CIVAS will research relevant market data and perform analysis to the extent necessary to produce credible appraisal results. Based on our discussions with the Client,the Client has requested the following valuation scenarios: As Is Market Value CIVAS anticipates developing the following valuation approaches: Sales Comparison Approach The scope of work will be included in the Appraisal. A copy of the Assumptions and Limiting Conditions,which appear in the Appraisal,is available upon request. Delivery 3 weeks from authorization to proceed Professional Fee $800 for the comparable research,$4,000 for the site value per emailed area on 12562 SW Main Street,and$150 per hour on the relocation research and assistance. Expenses WA No.of Reports One(1)Electronic Final Appraisal Retainer A 50%retainer is required Payment Terms Final payment is due and payable within five(5)business days upon delivery of the electronic copy of the Final Appraisal or within thirty(30)days of your receipt of our Draft Appraisal,whichever is sooner. If a Draft Appraisal is requested,the fee is considered earned upon delivery of our Draft Appraisal. Acceptance Date These specifications are subject to modification if this Agreement is not accepted within three(3)business days from the date of this letter. Terms and Conditions If you have questions regarding the enclosed,please feel free to contact me. CIVAS appreciates this opportunity to be of service to you on this assignment and looks forward to serving you. If you have additional questions, please contact us. I, Sean Farelly,on behalf of The City of Tigard,agree to the above stated terms and authorize Colliers International Valuation&Advisory Services, LLC to prepare the above referenced appraisal. Date: Respectfully, Colliers International Valuation&Advisory Services,LLC qXA�� Jeff Buono, MAI Senior Valuation Services Director Direct+1503.542.5414 Jeff.buonorcDcolliers.com CONTINUED BERMS AND CONDITIONS "TWO 1) The Appraisal will be subject to Colliers International Valuation &Advisory Services, LLC's ("CIVAS")Assumptions and Limiting Conditions that are incorporated Into each appraisal,and any Extraordinary Assumptions and Hypothetical Conditions that may be incorporated into each appraisal. 2) Any capitalized,non-defined words shall have the same meaning as defined in the Agreement to which these T&Cs are attached. 3) Client is defined as the party signing the Agreement and shall be responsible for payment of the fees stipulated in the Agreement. Payment of the fee for the Appraisal is not contingent on the appraised value(s)or the outcome of the report(s).Additional fees will be charged on an hourly basis for any work that may exceed the scope of this proposal, including performing additional valuation scenarios,additional research,and conference calls,meetings,deposition preparation,deposition,trial testimony or travel that may exceed the time allotted by CIVAS for an assignment of this nature. If CIVAS is requested to cease working on the Appraisal for any reason prior to the completion of the appraisal(s),CIVAS will be entitled to bill the Client for the time spent to date at CIVAS' hourly rates for the personnel involved. The Client will be billed a minimum$500 or at a rate of$250 per hour for associate time,$300 per hour for valuation services director,$400 per hour for managing director, and$450 per hour for executive managing director. If the Client delays completion of the assignment beyond ninety(90)days, the fee may be renegotiated. This may result in the total fee exceeding the original agreed fee agreed upon cost. 4) Client agrees to pay all fees and expenses,including attorney's fees,incurred by CIVAS in connection with the collection or attempted collection of the fees and expenses. In the event Client fails to make payments when due and payable,the amount due shall bear interest at 1.5%per month or the maximum rate permitted in the state in which the CIVAS office executing the Agreement is located, whichever is lesser. 5) The fee is due upon delivery of the final report or within thirty(30)days of your receipt of the draft report,whichever is sooner. If a draft is requested,the fee is considered earned upon delivery of our draft report. 6) In the event that either party commences any legal action relating to the provisions of the Agreement, including collection, the prevailing party shall be entitled to its actual attorneys' fees and costs. The Agreement shall be governed by and construed in accordance with the laws of the state where the CIVAS office executing the Agreement is located. The venue of any action arising out of the Agreement shall be the county where the CIVAS office executing the Agreement is located.Client will have up to thirty(30) days from receipt of the Draft Appraisal to review and communicate its review to CIVAS. CIVAS reserves the right to bill Client for additional appraisal efforts that may arise from the Client not responding within with this time period. 7) CIVAS does not make any representation or warranty,express or implied, as to the accuracy or completeness of the information or the state of affairs of the Property furnished to CIVAS by Client. 8) CIVAS shall have no responsibility for legal matters, questions of survey or title, soil or subsoil conditions, engineering, or other similar technical matters. The Appraisal will not constitute a survey of the Property analyzed. 9) Client shall provide CIVAS with such materials with respect to the Appraisal as requested by CIVAS and which are in the possession or under the control of Client. Client shall provide CIVAS with sufficient access to the Property to be analyzed and hereby grants permission for entry,unless discussed in advance to the contrary. 10) The data gathered in the course of the Appraisal (except data furnished by Client) and the Appraisal prepared pursuant to the Agreement are,and will remain,the property of CIVAS. With respect to data provided by Client,such data shall be confidential,and CIVAS shall not disclose any information identified as confidential furnished to CIVAS. Notwithstanding the foregoing, CIVAS is authorized by Client to disclose all or any portion of the Appraisal and the related data to appropriate representatives of the Appraisal Institute if such disclosure is required to enable CIVAS to comply with the Bylaws and Regulations of such Institute as now or hereafter in effect. 11) Unless specifically noted,CIVAS does not assume any duty to analyze or examine the Property or adjacent property for the possible presence of toxic and/or hazardous substances or materials (including but not exclusive to asbestos, PCB transformers, or other toxic, hazardous,or contaminated substances and/or underground storage tanks(hazardous material),or the cost of encapsulation or removal thereof)and accepts no liability regarding the issue. If such materials exist,CIVAS defers to the expertise of professionals specifically trained in analyzing the cost to remediate,which will not be a part of the appraisal fee proposal. The Appraisal will contain a comprehensive disclaimer to this effect. 12) CIVAS understands that there is no major or significant deferred maintenance in the Property which would require the expertise of a professional cost estimator or contractor. If such repairs are needed,the estimates are to be prepared by others,and are not a part of the fee contemplated in the Agreement. 13) Client acknowledges that CIVAS is being retained hereunder as an independent contractor to perform the services described herein and nothing in the Agreement shall be deemed to create any other relationship between Client and CIVAS. The Agreement shall be deemed concluded and the services hereunder completed upon delivery to Client of the Appraisal discussed herein. 14) Client agrees that its only remedy for losses or damages relating to the Agreement shall be limited to the amount of the appraisal fee paid by the Client and in no circumstances shall CIVAS be liable for any losses or damages in excess of this amount. Should the Client,or any other entitled party,make a claim against CIVAS,its directors,officers,employees and other affiliates and shareholders, relating to this engagement or the appralsal(s), the maximum damages recoverable from CIVAS, its directors,officers, employees and other affiliates and shareholders,shall be the amount of funds actually collected by CIVAS under the Agreement,and no claim shall be made for any consequential or punitive damages. 15) If CIVAS or any of its employees receives a subpoena or other judicial notification to produce documents or provide testimony involving the Appraisal in connection with a lawsuit or related proceeding, CIVAS will notify the Client of receipt of the subpoena or notification. However, if CIVAS is not part of the lawsuit or proceedings, Client agrees to compensate CIVAS for the professional `Ilri'hl �[�IrY■�J�f_�I�1���Ni17a1- - r � ' CONTINUED time required and to reimburse CIVAS for the expenses incurred in responding to any such subpoena or judicial notification,including any attorneys'fees,as they are incurred. CIVAS is to be compensated at the prevailing hourly rates of the personnel responding to the subpoena or command for testimony. 16) If expert witness testimony is required in connection with the Appraisal,the following hourly rates will apply. The Client will be billed at the rate of$250 per hour for associate time, $350 per hour for valuation services director, $400 per hour for managing director, and$450 per hour for executive managing director. The hourly billings pertain to court preparation,waiting and travel time,document review and preparation(excludes appraisal report)and all meetings related to court testimony. 17) Client shall indemnify and hold CIVAS, its parent, subsidiaries, affiliates, its officers, directors, employees and agents ("CIVAS Indemnities"), fully harmless against all losses, damages, claims, and expenses of any kind whatsoever (including costs and reasonable attorneys'fees),sustained or incurred by a third party as a result of the negligence or intentional acts or omissions of Client(including any failure to perform any duty imposed by law),any misrepresentation,distortion or if Client fails to provide complete and accurate information to CIVAS, for which recovery is sought against the CIVAS Indemnities by that third party; however, such obligation to defend and indemnify shall not apply to the extent caused by the negligent act or willful misconduct of CIVAS. Client shall indemnify and hold CIVAS Indemnities harmless from any claims, expenses,judgments or other items or costs arising as a result of the Client's failure or the failure of any of the Client's agents to provide a complete copy of the Appraisal to any third party. LIMITATION OF LIABILITY. EXCEPT FOR THE INDEMNIFICATION PROVISION ABOVE,ANYTHING IN THE AGREEMENT TO THE CONTRARY NOTWITHSTANDING,UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,CONSEQUENTIAL, PUNITIVE,OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER. 18) The Appraisal and the name Colliers International Valuation &Advisory Services may not be used in any marketing or investment material or offering memoranda without CIVAS'prior written consent. CIVAS, its employees and appraisers have no liability to any recipients of any prepared material,and disclaim all liability to any party other than the Client. 19) Unless CIVAS consents in writing,the Appraisal cannot be used by any party or for any purpose other than the Client for the purposes specified in the Agreement. Should the Client provide a copy of this Appraisal to any person or entity not authorized by CIVAS in writing, Client hereby agrees to hold CIVAS, its directors, officers,employees and other affiliates and shareholders, harmless from all damages,expenses,claims and costs,including any attorney's fees.The Client acknowledges that any opinions and conclusions expressed by the professionals of CIVAS pursuant to the Agreement are made as employees and not as individuals. CIVAS' responsibility is limited to the Client,and the use of the Appraisal or related product by third parties shall be solely at the risk of the Client and/or third parties. 20) The use of this appraisal shall be used only for the purpose as set forth in the Intended Use section of the Agreement.In the event that the client wishes to use this report or portions of this report for any other purpose such as,to become part of or be referenced in,any offering or other material intended for the review of others,or to be submitted to others,will be at the Client's sole and absolute discretion and, if given, will be on condition that CIVAS will be provided with an Indemnification Agreement and/or Non-Reliance letter, in a form and content satisfactory to CIVAS and the Client, by a party satisfactory to CIVAS and the Client. CIVAS does consent to Client submission of the complete Appraisal to rating agencies,loan participants or your accountants/auditors without the need to provide us with an Indemnification Agreement and/or Non-Reliance letter.