City Auditor - City Recorder - Council Ordinance - 176628 Carleton Hart Architecture Fire Stations 8,19,20 contract

AGREEMENT FOR SERVICES

This Agreement for Services (Agreement) is between the City of Portland, Oregon ("City") and Carleton Hart Architecture ("Consultant") to provide architectural and engineering services for the remodel of Fire Stations 8, 19 and 20.

RECITALS:

1. In 1996/97 a Phase I study was conducted by the Bureau of General Services

and the Bureau of Fire, Rescue, and Emergency Services that was the first phase in preparing a comprehensive Seismic Rehabilitation Plan.

2. In the Phase I report it was determined that it is unlikely that fire stations as a

system would fare well in the wake of a serious earthquake today. Whether to rebuild or to rehabilitate – and the appropriate phasing for these actions – are decisions to be made in the next two phases.

3. The State of Oregon Seismic Rehabilitation Task Force is recommending

legislation which will require fire stations to be rehabilitated to a standard which goes beyond protecting life safety, and that standards be adopted that would provide for the immediate occupancy of the building following an earthquake.

4. Almost all stations will need improvements at some level. The order of these

improvements should be based upon a needs analysis which shows how fire stations would operate in the wake of an earthquake and the other work that might be necessary in order to meet other requirements.

5. Phase II and III established performance objectives for each station that was

used as benchmarks to determine their seismic upgrade requirement, and developed a comprehensive plan to rebuild, rehabilitate, or relocate, along with an appropriate phasing and financing plan.

6. This group of three existing stations 8, 19, and 20 will be remodeled, continuing Phase IV of the project.

AGREEMENT:

1. SCOPE OF CONSULTANT SERVICES

(a) The Consultant shall provide services specifically to the Bureau of General

Services. The Consultant shall provide the City those services set out in Exhibit A hereto.

(b) The Consultant shall provide the services set out in subsection (a) above in accordance with the schedule set out in Exhibit C hereto.

2. SCOPE OF CITY SERVICES

(a) To assist the Consultant in carrying out its obligations hereunder, the City shall perform the services set out in Exhibit B hereto.

(b) The City shall perform the services set out in subsection (a) above in accordance with the schedule set out in Exhibit C hereto.

3. COMPENSATION

The City shall pay the Consultant for work performed under this Agreement after the effective date as set out in Exhibit D hereto. The payment shall be full compensation for work performed, for services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to perform the work and services as set out in Exhibit A.

4. BILLING AND PAYMENT PROCEDURE

The Consultant's billing and City's payment procedures shall be as set out in Exhibit E hereto.

5. EFFECTIVE AND TERMINATION DATES

This Agreement shall be effective as of the date stated in a Notice to Proceed and shall terminate in accordance with the schedule set out in Exhibit C hereto; however, in no event shall the contract extend beyond one year from substantial completion of a construction contract arising from the work of this contract.

6. EARLY TERMINATION OF AGREEMENT

(a) The City and the Consultant, by mutual written agreement, may terminate this Agreement at any time.

(b) The City, on fifteen (15) calendar days written notice to the Consultant, may terminate this Agreement for any reason deemed appropriate in its sole discretion.

(c) Either the City or the Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination, however, the party seeking the termination shall give to the other party written notice of the breach and of the party's intent to terminate. If the party has not entirely cured the breach within fifteen (15) calendar days of the notice, then the party giving the notice may terminate the Agreement at any time thereafter by giving a written notice of termination.

7. PAYMENT ON EARLY TERMINATION

(a) In the event of termination under subsection 6(a) or 6(b), EARLY TERMINATION OF AGREEMENT, hereof, the City shall pay the Consultant for work performed in accordance with the Agreement prior to the termination date.

(b) In the event of termination under subsection 6(c), EARLY TERMINATION OF AGREEMENT, hereof, by the Consultant due to a breach by the City, then the City shall pay the Consultant as provided in subsection (a) of this section.

(c) In the event of termination under subsection 6(c), EARLY TERMINATION OF AGREEMENT, hereof, by the City due to a breach by the Consultant, then the City shall pay the Consultant as provided in subsection (a) of this section, subject to set off of excess costs, as provided for in section 8(a), REMEDIES.

(d) In the event of early termination all of the Consultant's work product will become and remain property of the City.

8. REMEDIES

(a) In the event of termination under subsection 6(c), EARLY TERMINATION OF AGREEMENT, hereof, by the City due to a breach by the Consultant, then the City may complete the work either itself, by agreement with another consultant or by a combination thereof. In the event the cost of completing the work exceeds the remaining unpaid balance of the compensation provided under section 3, COMPENSATION, hereof, then the Consultant shall pay to the City the amount of the excess.

(b) The remedies provided to the City under section 6, EARLY TERMINATION OF AGREEMENT and section 8, REMEDIES, hereof, for a breach by the Consultant shall not be exclusive. The City also shall be entitled to any other equitable and legal remedies that are available.

(c) In the event of breach of this Agreement by the City, then the Consultant's remedy shall be limited to termination of the Agreement and receipt of payment as provided in section 6(c), EARLY TERMINATION OF AGREEMENT, and section 7(b), PAYMENT ON EARLY TERMINATION, hereof.

9. CITY PROJECT MANAGER

(a) The City Project Manager shall be Jim Coker, or such other person as shall be designated in writing by the Director of the Bureau of General Services.

(b) The Project Manager is authorized to approve work and billings hereunder, to give notices referred to herein, to terminate this Agreement as provided herein and to carry out any other City actions referred to herein.

10. COMPLIANCE WITH LAWS

(a) In connection with its activities under this Agreement, the Consultant shall comply with all applicable federal, state and local laws and regulations.

(b) The Consultant agrees that it has certified with the City's Equal Employment Opportunity Certification process.

11. OREGON LAW AND FORUM

(a) This Agreement shall be construed according to the laws of the State of Oregon.

(b) Any litigation between the City and the Consultant arising under this Agreement or out of work performed under this Agreement shall occur, if in the state courts, in the Multnomah County Circuit Court, and if in the federal courts, in the United States District Court for the District of Oregon.

12. INDEMNIFICATION

(a) The Consultant shall hold harmless, defend and indemnify for public liability and property damage the City, and the City's officers, agents and employees against all claims, demands, actions and suits (including all attorney's fees and costs) brought against any of them arising from the Consultant's work or any subcontractor's work under this Agreement. Indemnification for professional liability is covered in paragraph (b) below.

(b) The Consultant shall hold harmless, defend and indemnify for professional liability the City, and the City's officers, agents and employees against all claims, demands, actions and suits (including all attorney's fees and costs) brought against any of them arising from the Consultant's negligent acts or omissions, or any subcontractor's negligent act or omissions under this Agreement.

13. WORKERS' COMPENSATION INSURANCE

(a) The Consultant, its subconsultants, if any, and all employers working under this Agreement are subject employers under the Oregon workers' compensation law and shall comply with ORS 656.017 which requires them to provide workers' compensation coverage for all their subject workers. A certificate of insurance, or copy thereof, shall be attached to this Agreement as Exhibit H if applicable, and shall be incorporated herein and made a term and part of this Agreement. The Consultant further agrees to maintain workers' compensation insurance coverage for the duration of this Agreement.

(b) In the event the Consultant's workers' compensation insurance coverage is due to expire during the term of this Agreement, the Consultant agrees to timely renew its insurance, either as a carrier-insured employer or a self-insured employer, as provided by Chapter 656 of the Oregon Revised Statutes, before its expiration and the Consultant agrees to provide the City of Portland such further certification of workers' compensation insurance as renewals of said insurance occur.

(c) The Consultant agrees to accurately complete the City of Portland's Questionnaire for Workers' Compensation Insurance and for Qualification as an Independent Consultant prior to commencing work under this Agreement. The Questionnaire is attached to this Agreement as Exhibit F and shall remain attached to this Agreement and become a part thereof as if fully copied herein. Any misrepresentation of information on the Questionnaire by the Consultant shall constitute a breach of this Agreement. In the event of breach pursuant to this subsection, the City may terminate the Agreement immediately and the notice requirement contained in subsection 6(c), EARLY TERMINATION OF AGREEMENT, hereof, shall not apply.

14. SUBCONTRACTING

The Consultant shall not subcontract its work under this Agreement, in whole or in part, without the written approval of the City. The Consultant shall require any approved subcontractor to agree, as to the portion subcontracted, to fulfill all obligations of the Consultant as specified in this Agreement. Notwithstanding City approval of a subcontractor, the Consultant shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Consultant hereunder. The Consultant agrees that if subcontractors are employed in the performance of this Agreement, the Consultant and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers' Compensation.

15. ASSIGNMENT

The Consultant shall not assign this Agreement, in whole or in part, or any right or obligation hereunder, without the prior written approval of the City.

16. INDEPENDENT CONTRACTOR STATUS

(a) The Consultant is engaged as an independent contractor and shall be responsible for any federal, state and local taxes and fees applicable to payments hereunder.

(b) The Consultant, its subcontractors and their employees are not employees of the City and are not eligible for any benefits through the City including, without limitation, federal social security, health benefits, workers' compensation, unemployment compensation and retirement benefits.

17. NOTICE

Any notice provided for under this Agreement shall be sufficient if in writing and delivered personally to the following addressee or deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed as follows, or to such other address as the receiving party hereafter shall specify in writing:

If to the City: City of Portland

Bureau of General Services

Attn: Jim Coker

1120 S.W. Fifth Ave., Room 1204

Portland, Oregon 97204

If to the Consultant: Carleton Hart Architecture

Attn: Bill Hart

322 NW 8^th Avenue

Portland, OR 97209

18. SEVERABILITY

If any provision of this Agreement is found to be illegal or unenforceable, this Agreement nevertheless shall remain in full force and effect and the provision shall be stricken.

19. INTEGRATION

This Agreement contains the entire agreement between the City and the Consultant and supersedes all prior written or oral discussions or agreements.

20. FUNDS

The City certifies that sufficient funds are available and authorized for expenditure to finance the cost of this Agreement.

21. BUSINESS LICENSE

The Consultant shall obtain a City of Portland business license as required by PCC 7.06.010 prior to beginning work under this Agreement. The Consultant shall provide a business license number in the space provided at the end of this Agreement.

22. COMMENCEMENT OF WORK

The Consultant agrees that work being done pursuant to this Agreement will not be commenced until after:

(a) workers' compensation insurance is obtained, as outlined in section 13, WORKERS' COMPENSATION INSURANCE; and,

(b) this Agreement is fully executed by the parties and approved by the City Attorney's Office; and,

23. LIABILITY INSURANCE

(a) The Consultant shall maintain public liability and property damage insurance that protects the Consultant and the City and its officers, agents and employees from any and all claims, demands, actions and suits for damage to property or personal injury, including death, arising from the Consultant's work under this Agreement. The insurance shall provide coverage for not less than $200,000 for personal injury to each person, $500,000 for each occurrence, and $500,000 for each occurrence involving property damage; or a single limit policy of not less than $500,000 covering all claims per occurrence. The limits of the insurance shall be subject to statutory changes as to maximum limits of liability imposed on municipalities of the State of Oregon during the term of the Agreement. The insurance shall be without prejudice to coverage otherwise existing and shall name as additional insureds the City and its officers, agents and employees. Notwithstanding the naming of additional insureds, the insurance shall protect each insured in the same manner as though a separate policy had been issued to each, but nothing herein shall operate to increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. The coverage must apply as to claims between insureds on the policy. The insurance shall provide that the insurance shall not terminate or be cancelled without thirty (30) days written notice first being given to the City Auditor. If the insurance is cancelled or terminated prior to completion of the Agreement, the Consultant shall provide a new policy with the same terms. The Consultant agrees to maintain continuous, uninterrupted coverage for the duration of the Agreement. The insurance shall include coverage for any damages or injuries arising out of the use of automobiles or other motor vehicles by the Consultant.

(b) The Consultant shall maintain on file with the City Auditor a certificate of insurance certifying the coverage required under subsection (a). The adequacy of the insurance shall be subject to the approval of the City Attorney. Failure to maintain liability insurance shall be cause for immediate termination of this Agreement by the City.

24. MAINTENANCE OF RECORDS

The Consultant shall maintain records on a current basis to standard accounting practices to support its billings to the City and to document the performance of services in accordance with this agreement. The City or its authorized representative shall have the authority to inspect, audit and copy, on reasonable notice and from time to time, any records of the Consultant regarding its billings and performance of services. The Consultant shall retain these records for inspection, audit and copying for three (3) years from the date of completion or termination of this Agreement.

25. PROFESSIONAL LIABILITY INSURANCE

(a) The Consultant shall maintain professional liability insurance which shall provide coverage in the minimum amount of $1,000,000 to protect the Consultant from any and all claims, demands, actions and suits for malpractice arising from the Consultant's work under this Agreement. The insurance shall provide that the insurance shall not terminate or be cancelled without sixty (60) days written notice first being given to the City Auditor.

(b) The Consultant shall maintain on file with the City Auditor a certificate of insurance certifying the coverage required under subsection (a). The adequacy of the insurance shall be subject to the approval of the City Attorney. Failure to maintain professional liability insurance shall be cause for immediate termination of this Agreement by the City.

26. OWNERSHIP OF DOCUMENTS

(a) All work the Consultant performs under this Agreement shall be considered work made for hire and shall be the property of the City. The City shall own any and all data, documents, plans, copyrights, specifications, working papers and any other materials the Consultant produces in connection with this Agreement. On completion or termination of the Agreement the Consultant shall deliver those materials to the Project Manager, as requested.

(b) The Consultant may retain for its own use and at its own cost originals of the working drawings referred to in subsection (a) of this section.

(c) Any use the City makes of the materials referred to in subsection (a) of this section, except for purposes of the work contemplated by this Agreement, shall be at the City's risk.

27. AMENDMENTS

(a) The City and the Consultant may amend this Agreement at any time only by written amendment executed by the City and the Consultant. Unless otherwise provided, any amendment that increases the amount of compensation payable to the Consultant must be approved by ordinance of the City Council. The Project Manager may agree to and execute any other amendment on behalf of the City.

(b) Any change in the Scope of Contractor Services shall be deemed an amendment subject to subsection (a).

28. NON-WAIVER

The City and the Consultant shall not be deemed to have waived any breach of this Agreement by the other party except by an express waiver in writing. An express written waiver as to one breach shall not be deemed a waiver of any other breach not expressly identified, even though the other breach be of the same nature as that waived.

29. PAYMENTS TO VENDORS AND SUBCONTRACTORS

The Consultant shall timely pay all suppliers, lessors and contractors providing it services, materials or equipment for carrying out its obligations under this Agreement. The Consultant shall not take or fail to take any action in a manner that causes the City or any materials that the Consultant provides hereunder to be subject to any claim or lien of any person without the City's prior written consent.

CONSULTANT CITY OF PORTLAND

By: By:

Name: Name: Vera Katz

Title: Title: Mayor

Date: Date:

Business License No. 423357

Tax I.D. No. 93-1156836

Telephone No. 503-243-2252 By:

Fax No. 503-243-3261 Name: Gary Blackmer

Title: City Auditor

Date:

APPROVED AS TO FORM:

Deputy City Attorney

END OF AGREEMENT

EXHIBIT A

SCOPE OF CONSULTANT SERVICES

1. GENERAL SERVICES

The Consultant shall provide the following general services:

A. Provide architectural and engineering services as provided below.

2. SPECIFIC SERVICES

In providing the general services described above, the Consultant shall provide not less than the following specific services:

2.1 PROJECT ADMINISTRATION SERVICES

2.1.1 The Consultant shall manage the Consultant's services and administer the Project. The Consultant shall consult with the City, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Consultant shall coordinate the services provided by the Consultant and the Consultant's subcontractors with those services provided by the City and the City's consultants.

2.1.2 When Project requirements have been sufficiently identified, the Consultant shall prepare, and periodically update, a Project schedule that shall identify milestone dates for decisions required of the City, design services furnished by the Consultant, completion of documentation provided by the Consultant, commencement of construction and Substantial Completion of the Work.

2.1.3 The Consultant shall consider the value of alternative materials, sustainable ('green') building practices, building systems and equipment, together with other considerations based on program, budget and aesthetics in developing the design for the Project.

2.1.4 Upon request of the City, the Consultant shall make a presentation to explain the design of the Project to representatives of the City.

2.1.5 The Consultant shall submit design documents to the City at intervals appropriate to the design process for purposes of evaluation and approval by the City. The Consultant shall be entitled to rely on approvals received from the City in the further development of the design.

2.1.6 The Consultant shall assist the City in connection with the City's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project.

2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK

2.1.7.1 When the Project requirements have been sufficiently identified, the Consultant shall prepare a preliminary estimate of the Cost of the Work. This estimate may be based on current area, volume or similar conceptual estimating techniques. As the design process progresses through the end of the preparation of the Construction Documents, the Consultant shall update and refine the preliminary estimate of the Cost of the Work. The Consultant shall advise the City of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions. If at any time the Consultant's estimate of the Cost of Work exceeds the City's budget, the Consultant shall make appropriate recommendations to the City to adjust the Project's size, quality or budget, and the City shall cooperate with the Consultant in making such adjustments.

2.1.7.2 Evaluations of the City's budget for the Project, the preliminary estimate of the Cost of the work and updated estimates of the Cost of the Work prepared by the Consultant represent the Consultant's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Consultant nor the City has control over the cost of labor, competitive bidding, market or negotiating conditions. Accordingly, the Consultant cannot and does not warrant or represent that bids or negotiated prices will not vary from the City's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Consultant.

2.1.7.3 In preparing estimates of the Cost of the Work, the Consultant shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the City's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the City and the General Contractor selected for the construction of the project (Contractor) causes the budget for the Cost of the Work to be exceeded, that budget shall be increased as provided by the Conditions of the Contract.

2.1.7.4 If bidding or negotiation has not commenced within ninety (90) days after the Consultant submits complete Construction Documents to the City, the City and the Consultant shall agree to negotiate a new budget for the Cost of the Work to reflect changes in the general level of prices in the construction industry.

2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the City shall:

.1 give written approval of an increase in the budget for the Cost of the Work;

.2 authorize rebidding or renegotiating of the Project within a reasonable time;

.3 terminate in accordance with Paragraph 6 of the Agreement; or

.4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work.

2.1.7.6 If the City chooses to proceed under Clause 2.1.7.5.4, the Consultant shall modify the documents for which the Consultant is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work. However, in the event the lowest bona fide bid exceeds the budget by 10% or more, the Consultant, without additional compensation, shall modify the documents for which the Consultant is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work. The modification of such documents shall be the limit of the Consultant's responsibility under this Paragraph 2.1.7. The Consultant shall be entitled to compensation in accordance with this Agreement for services performed as defined in Paragraph 3 of the Agreement.

2.2 EVALUATION AND PLANNING SERVICES

2.2.1 The Consultant shall provide a preliminary evaluation of the information furnished by the City under this Agreement, including the City's program and schedule requirements and budget for the Cost of the Work, each in terms of the other. The Consultant shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the City of any other information or consultant services that may be reasonably needed for the Project.

2.2.2 The Consultant shall provide a preliminary evaluation of the City's site for the Project based on the information provided by the City of site conditions, and the City's program, schedule and budget for the Cost of the Work.

2.2.3 The Consultant shall review the City's proposed method of contracting for construction services and shall notify the City of anticipated impacts that such method may have on the City's program, financial and time requirement, and the scope of the Project.

2.3 DESIGN SERVICES

2.3.1 The Consultant's design services shall include normal architectural, structural, mechanical, electrical, civil, and landscape architectural services.

2.3.2 SCHEMATIC DESIGN DOCUMENTS

2.3.2.1 The Consultant shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and budget for the Cost of the Work. The documents shall establish at lest two conceptual designs of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include conceptual site plans, if appropriate, and preliminary building plans, sections and elevations. At the Consultant's option, the Schematic Design Documents may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing.

2.3.3 CONSTRUCTION DOCUMENTS

2.3.3.1 The Consultant shall provide Construction Documents based on the approved Schematic Design Documents and budget for the Cost of the Work. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project.

2.3.3.2 During the development of the Construction Documents, the Consultant shall assist the City in the development and preparation of: (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the City and the Contractor; and (2) the Conditions of the Contract for the Construction (General, Supplementary and other Conditions). The Consultant also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms.

2.4 CONSTRUCTION PROCUREMENT SERVICES

2.4.1 The Consultant shall assist the City in obtaining competitive bids and shall assist the City in awarding and preparing contracts for construction.

2.4.2 The Consultant shall assist the City in establishing a list of prospective bidders.

2.4.3 The Consultant shall assist the City in bid validation or proposal evaluation and determination of the successful bid, if any. If requested by the City, the Consultant shall notify all prospective bidders of the bid or proposed results.

2.4.4 COMPETITIVE BIDDING

2.4.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, Conditions of the Contract, Specifications and Drawings.

2.4.4.2 If requested by the City, the Consultant shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The City shall pay directly for the cost of reproduction of the bidding documents.

2.4.4.3 The City shall distribute the Bidding Documents to prospective bidders and request their return upon completion of the bidding process. The City shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders.

2.4.4.4 The Consultant shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare addenda identifying approved substitution to all prospective bidders. The City will distribute the Addenda to prospective bidders.

2.4.4.5 The Consultant shall participate in a pre-bid conference for prospective bidders.

2.4.4.6 The Consultant shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda.

2.4.4.7 The Consultant shall participate in the opening of the bids. The City shall subsequently document and distribute the bidding results.

2.5 CONTRACT ADMINISTRATION SERVICES

2.5.1 GENERAL ADMINISTRATION

2.5.1.1 The Consultant shall provide administration of the Contract between the City and the Contractor as set forth below and in the Conditions of the Contract for Construction. Modifications made to the Conditions of the Contract, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Consultants.

2.5.1.2 The Consultant's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the City of the final Certificate for Payment. However, the Consultant shall be entitled to a Change in Services in accordance with Paragraph 2.6.1 when Contract Administration Services extend sixty (60) days after the date of Substantial Completion of the Work, unless the delay is caused by the Consultant.

2.5.1.3 The Consultant shall be a representative of and shall advise and consult with the City during the provision of the Contract Administration Services. The Consultant shall have authority to act on behalf of the City only to the extent provided in this Agreement unless otherwise modified by written amendment.

2.5.1.4 Duties, responsibilities and limitations of the Consultant under this Article 2.5 shall not be restricted, modified or extended without written agreement of the City and Consultant with consent of the Contractor. If any modification under this paragraph impacts the Contractor's work under the contract for construction, the Contractor's consent shall be required prior to the modifications. The Contractor's consent shall not be unreasonably withheld.

2.5.1.5 The Consultant shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Consultant and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.

2.5.1.6 If deemed appropriate by the Consultant, the Consultant shall on the City's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor.

2.5.1.7 The Consultant shall interpret and decide disputes concerning performance of the City and Contractor under, and requirements of, the Contract Documents on written request of either the City or Contractor. The Consultant's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

2.5.1.8 Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Consultant shall endeavor to secure faithful performance by both City and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions so rendered in good faith.

2.5.1.9 The Consultant shall render initial decisions on claims, disputes or other matters in question between the City and Contractor as provided in the Contract Documents. However, the Consultant's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents.

2.5.2. EVALUATIONS OF THE WORK

2.5.2.1 The Consultant (1) shall visit the site at intervals appropriate to the state of the Contractor's operations to become generally familiar with and to keep the City informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the City against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Consultant shall not be required to make exhaustive or continuous on-site inspections to check the quality of quantity of the Work. The Consultant shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.

2.5.2.2 The Consultant shall report to the City known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Consultant shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Consultant shall be responsible for the Consultant's, or it's subcontractor's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, it's subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work.

2.5.2.3 The Consultant shall at all times have access to the Work wherever it is in preparation or progress.

2.5.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the City shall endeavor to communicate with the Contractor through the Consultant about matters arising out of or relating to the Contract Documents. Communications by and with the Consultant's subconsultants shall be through the Consultant.

2.5.2.5 The Consultant shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Consultant considers it necessary or advisable, the Consultant shall have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Consultant nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Consultant to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work.

2.5.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR

2.5.3.1 The Consultant shall review and certify the amounts due the Contractor and shall issue Certificates of Payment in such amounts. The Consultant's certification for payment shall constitute a representation to the City based on the Consultant's evaluation of the Work as provided in Paragraph 2.5.2 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Consultant's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Consultant.

2.5.3.2 The issuance of a Certificate for Payment shall not be a representation that the Consultant has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the City to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum.

2.5.3.3 The Consultant shall maintain a record of the Contractor's Applications for Payment.

2.5.4 SUBMITTALS

2.5.4.1 The Consultant shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Consultant's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the City, Contractor, its subcontractors, or separate contractors, while allowing sufficient time in the Consultant's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Consultant's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Consultant, of any construction means, methods, techniques, sequences or procedures. The Consultant's approval of a specific item shall not indicate approval of an assembly of which the item is a component.

2.5.4.2 The Consultant shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents.

2.5.4.3 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Consultant shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professionals written approval when submitted to the Consultant. The Consultant shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals.

2.5.5 CHANGES IN THE WORK

2.5.5.1 The Consultant shall prepare Change Orders and Construction Change Directives for the City's approval and execution in accordance with the Contract Documents. The Consultant may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Consultant shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Paragraph 2.6.1.

2.5.5.2 The Consultant shall review properly prepared, timely requests by the City or Contractor for change in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and information to permit the Consultant to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Consultant determines that requested changes in the work are not materially different from the requirements of the Contract Documents, the Consultant may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied.

2.5.5.3 If the Consultant determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Consultant shall make a recommendation to the City, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the Consultant shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Consultant. With the City's approval, the Consultant shall incorporate those estimates into a Change Order or other appropriate documentation for the City's execution or negotiation with the Contractor.

2.5.5.4 The Consultant shall maintain records relative to changes in the Work.

2.5.6 PROJECT COMPLETION

2.5.6.1 The Consultant shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall review from the Contractor and forward to the City, for the City's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents.

2.5.6.2 The Consultant's inspection shall be conducted with the City's Designated Representative to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected.

2.5.6.3 When the Work is found to be substantially complete, the Consultant shall inform the City about the balance of the Contract Sum remaining to be paid the Contractor, including any amounts needed to pay for final completion or correction of the Work.

2.5.6.4 The Consultant shall receive from the Contractor and forward to the Owner: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment and (2) affidavits, receipts, releases and waivers of liens of bonds indemnifying the City against liens.

2.5.6.5 The Consultant shall provide to the City all Construction Document plans (inclusive of architectural, structural, mechanical and electrical) on computer disks in AutoCAD V.14 format, or in a format that can be read by AutoCAD V.14.

2.6 SCHEDULE OF SERVICES

2.6.1 The following Design and Contract Administration shall be provided by the Consultant as a Change in Services:

.1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Consultant;

.2 excessive responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other City-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation;

.3 Change Orders and Construction Change Directives involving substantial changes to the project at the request of the City or Contractor requiring evaluation of proposals, including the preparation or revision of Instruments of Service;

.4 providing consultation concerning replacement of Work resulting from fire or other cause during construction;

.5 evaluation of an extensive number of claims submitted by the City's consultants, the Contractor or others in connection with the Work;

.6 evaluation of an extensive number of substitutions proposed by the City's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom;

.7 preparation of design and documentation for alternate bid or proposal requests proposed by the City; or

.8 Contract Administration Services provided sixty (60 days after the date of Substantial Completion of the Work unless a delay was caused by the Consultant.

END OF EXHIBIT A

EXHIBIT B

SCOPE OF CITY SERVICES

The City shall assist the Consultant in carrying out its obligations under the Agreement by providing the following specific services:

1. Provide a City Project Manager for the Consultant to be responsible to.

2. Provide all available documentation to the Consultant that is pertinent to the project.

3. Process all necessary documentation such as Ordinances, Reports to Council, Change Orders, and payment requests.

4. Provide meeting and project coordination as necessary.

5. Provide copies of available construction drawings for the existing stations to the Consultant as requested.

END OF EXHIBIT B

EXHIBIT C

SCHEDULE

The Consultant and the City shall provide the services set out in Exhibits A and B in accordance with the following schedule - subject to execution of this agreement and subject to project delays or suspension through no fault of the Consultant.

Schematic Design - Completed by September 22, 2002

Contract Documents (permit set) - Completed by January 15, 2003

Construction Starts - By May 1, 2003

END OF EXHIBIT C

EXHIBIT D

CONSULTANT’S COMPENSATION

The City shall compensate the Consultant on the following basis: The Consultant's fee shall be billed monthly according to the work completed.

Payment shall be made at the Consultant’s standard hourly rates of:

Carleton Hart Architects, Inc. Reid Middleton Structural Engineers

Principal $100/hr. Principal $127/hr.

Project Manager $85/hr. Project Manager $110/hr.

Specifications $100/hr. Design Engineer $110/hr.

Technical Staff $65/hr. CAD Specialist $65/hr.

Clerical $40/hr.

R&W M/E/P/Engineering

Principal $125/hr

Project Manager $96/hr.

Elect. Systems Engineer $78/hr.

Draftsperson $60/hr.

Clerical $40/hr.

Kurahashi & Associates

Principal $135/hr.

Project Manager $60/hr.

Clerical $49/hr.

Architectural Cost Consultants

Principal $100/hr.

Technical Labor $50/hr.

Payments shall be made based on the actual work performed.

The total compensation under this agreement shall not exceed $257,614.35 without prior written consent of the City.

Compensation as follows: Labor $ 245,347.00

Reimbursables $ 12,267.35

Total $ 257,614.35

Additional services beyond the scope of the provisions of this agreement will be compensated for at the Consultant's standard hourly rates upon pre-approval in writing by the Project Manager.

Expenses such as mileage, printing and telephone shall be included in the Consultant’s Basic Services.

END OF EXHIBIT D

EXHIBIT E

BILLING AND PAYMENT PROCEDURE

On or within five (5) days of the 1st day of each month, the Consultant shall submit to the City a bill for work performed by the Consultant since the preceding billing date. The bill shall set out the amount claimed by hours worked or percentage of work completed.

Within 15 days after receipt of the bill, provided the City Project Manager has certified the payment as due, the City shall pay the amount certified to the Consultant.

END OF EXHIBIT E

EXHIBIT F

CITY OF PORTLAND, OREGON

QUESTIONNAIRE FOR WORKERS’ COMPENSATION INSURANCE

AND FOR QUALIFICATION AS AN INDEPENDENT

CONSULTANT UNDER ORS CHAPTER 670.600

(1) Consultant's Name

(2) Contract Number or Description

(3) The nature of Consultant's business is

(4) Is Consultant provided any assistance whatsoever in the performance of its business? (For example: volunteer, secretarial, family or bookkeeping help.)

Yes No

(5) Will Consultant use employees or subconsultants in the performance of this contract?

Yes No

(6) If Consultant currently uses the assistance of employees, subconsultants, family members, or any other people, or plans for such assistance in the performance of this contract, please provide the name of Consultant's workers' compensation insurance carrier in the space provided, and attach sufficient proof of workers' compensation insurance coverage to this questionnaire.

(Consultant need not complete the remainder of the questionnaire if sufficient proof of workers' compensation insurance is provided. Consultant must complete the remainder of the questionnaire if sufficient proof of workers' compensation insurance is not provided.)

(7) If Consultant does not use the assistance of others at the time this contract is let, and if Consultant will not use the assistance of others in the performance of this contract, please circle the category which describes the Consultant's business:

a. Consultant's business is organized as a sole proprietorship (all work will be performed by the individual consultant without the assistance of others - no employees or subconsultants).

b. Consultant's business is organized as a partnership not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement on real property (all work will be performed by the partners themselves without the assistance of others - no employees or subconsultants).

c. Consultant's business is organized as a corporation (all work will be performed by corporate officers who are also directors of the corporation who have a substantial ownership interest in the corporation).

d. Other -

(8) Does Consultant know that it is responsible for providing workers' compensation insurance if the Consultant uses the assistance of others in the performance of its work in any manner, or if the Consultant plans to use other individuals to assist in the performance of this contract?

Yes No

(9) Is Consultant employed in any other capacity?

Yes No

(10) If so, what is that employment?

(11) What tools or equipment will be necessary for performance of work under this contract?

(12) Who will furnish these tools or equipment?

(13) Did Consultant perform labor or services as an independent consultant last year?

Yes No

(14) If so, did Consultant file federal and state income tax returns in the name of the business or a business schedule C as part of Consultant's personal income tax return for last year?

Yes No

(15) Where are Consultant's labor or services primarily carried out?

(16) If Consultant is an individual, at what address does Consultant reside?

(17) If Consultant is a partnership or corporation, where is the residence of the individual who will perform the labor or services under the contract?

(18) To what trade associations does Consultant belong?

(19) Name any commercial advertising Consultant has purchased recently (for example, yellow page listings, newspaper advertising, etc.):

(20) Does Consultant distribute business cards?

Yes No

(If so, submit a business card with this questionnaire.)

(21) What is Consultant's business telephone number?

(22) Under what name is this number listed in the telephone book?

(23) What is Consultant's residential telephone number (or the residential telephone number of the individual who is performing services for Consultant)?

(24) Under what name is this number listed in the telephone book?

(25) List all persons or entities for whom Consultant has performed labor or services as an independent consultant within the previous 12-month period and the duration of all such contracts:

(26) Has Consultant performed all such labor or services described in question 25 above pursuant to written contracts?

Yes No

(27) Does Consultant carry errors and omission insurance relating to the labor or services to be provided?

Yes No

(28) Does Consultant carry liability insurance relating to the labor or services to be provided?

Yes No

(29) Are performance bonds guaranteeing Consultant's work currently in effect?

Yes No

(30) City Project Manager

(name and title)

THE CONSULTANT CERTIFIES THAT THE INFORMATION THAT IS SUPPLIED IN THIS QUESTIONNAIRE IS TRUE AND ACCURATE. ANY MISREPRESENTATION OF INFORMATION IN THIS QUESTIONNAIRE BY Consultant SHALL CONSTITUTE A BREACH OF THE AGREEMENT TO WHICH THIS QUESTIONNAIRE IS AN EXHIBIT.

(32) Consultant's Representative

(signature)

(title)

(33) Date

END OF EXHIBIT F

EXHIBIT G

ADDITIONAL INSURED ENDORSEMENT

Without prejudice to coverage otherwise existing herein, the City of Portland, its officers, agents and employees are included as additional insureds under this policy as to any claim or claims for injury to person including death, or damage to property, resulting from or growing out of the operations of the named insured, including all operations by subcontractors, under the contract with the City of Portland for architectural and engineering consulting services.

It is understood and agreed that this policy shall not terminate or be cancelled prior to completion of the contract without first giving thirty (30) days written notice of intention to terminate or to cancel said policy to the Auditor of the City of Portland.

Notwithstanding the naming of additional insureds, the policy shall protect each insured in the same manner as though a separate policy has been issued to each; but nothing herein shall operate to increase the insured's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. The coverage applies as to claims between insureds on the policy. This endorsement assures that the policy complies with the terms and conditions of the named insured's contract with the City of Portland.

INSURED'S NAME

Date:

AUTHORIZED INSURANCE COMPANY

REPRESENTATIVE - TITLE

Date:

END OF EXHIBIT G