City Auditor - City Recorder - Council Ordinance - 177025 Dully Company Memorial Coliseum contract

AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

CONTRACT NO. ___________

SHORT TITLE OF WORK PROJECT:

Adaptive Reuse Study for Memorial Coliseum - Phase II

______________________________________________________________________

This contract is between the City of Portland, acting by and through its Elected Officials, hereafter called "City," and the Dully Company, hereafter called Contractor. The City's Project Manager for this contract is the City’s Spectator Facilities Manager in the Office of Management and Finance.

Effective Date and Duration

This contract shall become effective on October 16, 2002 This contract shall expire, unless otherwise terminated or extended, on May 31, 2003.

Statement of Work

(a) The statement of work is contained in EXHIBIT A attached hereto and by this reference made a part hereof.

(b) The delivery schedule for the work is identified in EXHIBIT A.

Consideration

(a) City agrees to pay Contractor a sum not to exceed $182,500.00 for accomplishment of the work.

(b) Interim payments shall be made to Contractor according to the schedule identified in EXHIBIT A.

Terms and conditions listed on pages 2 - 4.

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CONTRACTOR DATA, CERTIFICATION, AND SIGNATURE

Name (please print): The Dully Company, LLC

Address: 2611 SW Georgian Place, Suite 200, Portland, OR 97201

Social Security #: _______________________________

Federal Tax ID #: __56-2648653______ State Tax ID #: _______________ Business License # 640898

Citizenship: Nonresident alien ____ Yes _X__ No

Business Designation (check one): ____ Individual ___ Sole Proprietorship ___ Partnership ____ Corporation

_X___ Limited Liability Co (LLC) ____ Estate/Trust ____ Public Service Corp. ____ Government/Nonprofit

Payment information will be reported to the IRS under the name and taxpayer I.D. number provided above. Information must be provided prior to contract approval. Information not matching IRS records could subject you to 20 percent backup withholding.

I, the undersigned, agree to perform work outlined in this contract in accordance to the terms and conditions (listed on pages 2-4 and made part of this contract by reference) and the statement of work made part of this contract by reference; hereby certify under penalty of perjury that I/my business am not/is not in violation of any Oregon tax laws; hereby certify that my business is certified as an Equal Employment Opportunity Affirmative Action Employer as prescribed by Chapter 3.100 of Code of the City of Portland; and hereby certify I am an independent contractor as defined in ORS 670.600.

Approved by the Contractor: _______________________________________ _____________________

Signature/Title Date

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CITY OF PORTLAND SIGNATURES

Approved by Mayor or Commissioner: _______________________________________________________ Elected Official or Delegate Date

Approved by Bureau Director: _______________________________________________________

Bureau Director Date

Approved by City Auditor: _______________________________________________________

City Auditor Date

Approved as to form

by City Attorney: _______________________________________________________

(Rev.07/00) Office of City Attorney Date

Page 1 of 4 Rev. 07/00

CITY OF PORTLAND

STANDARD CONTRACT PROVISIONS FOR

PROFESSIONAL, TECHNICAL & EXPERT SERVICES (MANDATORY PROVISIONS)

1. Access to Records

The Contractor shall maintain, and the City of Portland ("City") and its duly authorized representatives shall have access to the books, documents, papers, and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts, and transcripts for a period of three years after final payment. Copies of applicable records shall be made available upon request. Payment for cost of copies is reimbursable by the City.

2. Audits

(a) The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and services specified in this agreement at any time in the course of the agreement and during the three (3) year period established by section 1, Access to Records. Audits will be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States General Accounting Office.

(b) If an audit discloses that payments to the Contractor were in excess of the amount to which the Contractor was entitled, then the Contractor shall repay the amount of the excess to the City.

(c) If any audit shows performance of services is not efficient in accordance with Government Auditing Standards, or that the program is not effective in accordance with Government Auditing Standards, the City may pursue remedies provided under section 5, Early Termination of Agreement and section 7, Remedies.

3. Effective Date and Duration

The passage of the contract expiration date (as recorded on reverse side) shall not extinguish, prejudice, or limit either party's right to enforce this contract with respect to any default or defect in performance that has not been cured.

4. Funds

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

5. Early Termination of Agreement

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

(b) The City, on thirty (30) days written notice to the Contractor, may terminate this Agreement for any reason deemed appropriate in its sole discretion.

(c) Either the City or the Contractor 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) 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.

6. Payment on Early Termination

(a) In the event of termination under subsection 5(a) or 5(b), Early Termination of Agreement hereof, the City shall pay the Contractor for work performed in accordance with the Agreement prior to the termination date.

(b) In the event of termination under subsection 5(c), Early Termination of Agreement hereof, by the Contractor due to a breach by the City, then the City shall pay the Contractor as provided in subsection (a) of this section.

(c) In the event of termination under subsection 5(c), Early Termination of Agreement hereof, by the City due to a breach by the Contractor, then the City shall pay the Contractor as provided in subsection (a) of this section, subject to set off of excess costs, as provided for in section 7(a), Remedies.

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

7. Remedies

(a) In the event of termination under subsection 5(c), Early Termination of Agreement, hereof, by the City due to a breach by the Contractor, then the City may complete the work either itself, by agreement with another contractor or by a combination thereof. In the event the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this contract, then the Contractor shall pay to the City the amount of the reasonable excess.

(b) The remedies provided to the City under section 5, Early Termination of Agreement and section 7, Remedies for a breach by the Contractor 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 Contractor's remedy shall be limited to termination of the Agreement and receipt of payment as provided in section 5(c), Early Termination of Agreement and section 6(b), Payment on Early Termination hereof.

Page 2 of 4 Rev. 07/00

8. Subcontracts and Assignment

Contractor shall not subcontract, assign or transfer any of the work scheduled under this agreement, without the prior written consent of the City. Notwithstanding City approval of a subcontractor, the Contractor shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Contractor hereunder. The Contractor agrees that if subcontractors are employed in the performance of this Agreement, the Contractor and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation.

9. Compliance with Applicable Law

In connection with its activities under this Agreement, Contractor shall comply with all applicable federal, state and local laws and regulations. Contractor shall complete Exhibit B, Independent Contractor/Workers’ Compensation Insurance Questionnaire, which is attached hereto and by this reference made a part hereof.

9a. Indemnity - Claims for Other than Professional Liability

Contractor shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions of whatsoever nature, including intentional acts, resulting from or arising out of the activities of Contractor or its subcontractors, agents or employees under this agreement.

9b. Indemnity - Claims for Professional Liability

Contractor shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions arising out of the professional negligent acts, errors or omissions of Contractor or its subcontractors and sub-consultants, agents or employees in performance of professional services under this agreement.

9c. Indemnity - Standard of Care

If Contractor's services involve engineering or consulting, the standard of care applicable to Contractor's service will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time such services are performed. Contractor will re-perform any services not meeting this standard without additional compensation.

10. Insurance

Exhibit C is hereby referenced and made a part of this contract.

11. Ownership of Work Product

All work products of the Contractor which result from this contract are the exclusive property of the City.

12. Nondiscrimination

Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Contractor also shall comply with the Americans With Disabilities Act of 1990 (Pub I. No. 101-336) including Title II of that Act, ORS 659.425, and all regulations and administrative rules established pursuant to those laws.

13. Successors in Interest

The provisions of this contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and approved assigns.

14. Severability

The parties agree that if any term or provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid.

15. Waiver

The failure of the City to enforce any provision of this contract shall not constitute a waiver by the City of that or any other provision.

16. Errors

The Contractor shall perform such additional work as may be necessary to correct errors in the work required under this contract without undue delays and without additional cost.

17. Governing Law

The provisions of this contract 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 contract must be brought in the appropriate court in Multnomah County Oregon.

Page 3 of 4 Rev. 07/00

18. Amendments

(a) The City and the Contractor may amend this Agreement at any time only by written amendment executed by the City and the Contractor. Unless otherwise provided, if the original contract required an ordinance, any amendment that increases the amount of compensation payable to the Contractor must be approved by ordinance of the City Council. If the original contract did not require an ordinance, the commissioner-in-charge may approve an amendment increasing the amount of compensation, provided the total contract price does not exceed the formal bid threshold amount set annually by the City Auditor. 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).

19. Business License

The Contractor shall obtain a City of Portland business license as required by PCC 7.02.030 prior to beginning work under this Agreement. The Contractor shall provide a business license number in the space provided on page one of this Agreement.

20. Prohibited Interest

(a) No City officer or employee during his or her tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

(b) No City officer or employee who participated in the award of this Agreement shall be employed by the Contractor during the period of the Agreement.

21. Payment to Vendors and Subcontractors

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

Merger Clause

THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION, OR CHANGE OF TERMS OF THIS CONTRACT 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 CONTRACT. CONTRACTOR, BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE OR SHE HAS READ THIS CONTRACT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

OPTIONAL PROVISIONS (selected by City Project Manager)

22. Arbitration: /_X_/ Not Applicable /___/ Applicable (consult with City Attorney’s Office before finalizing as applicable)

(a) Any dispute arising out of or in connection with this Agreement, which is not settled by mutual agreement of the Contractor and the City within sixty (60) days of notification in writing by either party, shall be submitted to an arbitrator mutually agreed upon by the parties. In the event the parties cannot agree on the arbitrator, then the arbitrator shall be appointed by the Presiding Judge (Civil) of the Circuit Court of the State of Oregon for the County of Multnomah. The arbitrator shall be selected within thirty (30) days from the expiration of the sixty (60) day period following notification of the dispute. The arbitration, and any litigation arising out of or in connection with this Agreement, shall be conducted in Portland, Oregon, shall be governed by the laws of the State of Oregon, and shall be as speedy as reasonably possible. The applicable arbitration rules for the Multnomah County courts shall apply unless the parties agree in writing to other rules. The arbitrator shall render a decision within forty-five (45) days of the first meeting with the Contractor and the City. Insofar as the Contractor and the City legally may do so, they agree to be bound by the decision of the arbitrator.

(b) Notwithstanding any dispute under this Agreement, whether before or during arbitration, the Contractor shall continue to perform its work pending resolution of a dispute, and the City shall make payments as required by the Agreement for undisputed portions of work.

23. Progress Reports: /_X_/ Applicable /___/ Not Applicable

The Contractor shall provide monthly progress reports to the Project Manager. If applicable, Exhibit A should list what information the Contractor must include in monthly progress reports.

24. Contractor's Personnel: /___/ Applicable /__X_/ Not Applicable

The Contractor shall assign the following personnel to do the work in the capacities designated: If applicable, list selected personnel in Exhibit A.

Page 4 of 4 Rev. 07/00

AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

EXHIBIT A

Statement of Work

and

Payment Schedule

1. SCOPE OF CONTRACTOR SERVICES

The Contractor shall provide the Office of Management and Finance (OMF) professional services related to the Phase II feasibility analysis of converting the Memorial Coliseum building to an alternative public use. It is expected that the Contractor will make full use of all information, data, analysis and studies that were produced as part of the initial phase of this study.

The overall purpose of the Phase II study is to produce a detailed analysis of the market, building conversion feasibility and financial viability of the alternative public uses described below. The information produced as a result of this analysis will confirm the feasibility of the alternative uses, address key operational, management and financial issues, and define what it will take to successfully develop the alternative uses. The results of this analysis are not intended to produce a final plan or budget for redevelopment of the facility. Additional architectural, engineering and analytical work would be required during the implementation planning phase for any of the alternatives the City might decide to pursue.

The Phase II study will focus on these three public reuse alternatives:

• An amateur athletic and recreation complex as proposed in the phase I study and named the Memorial Athletic and Recreation Complex (MARC).

• A mixed-use option which could include a scaled-down spectator facility with another use such as an athletic and recreation complex.

• A phased improvement plan for the existing use linked to an updated marketing plan

In addition, the Contractor, in conjunction with City representatives, will coordinate Phase II work with the private-use development analysis being performed by the Oregon Arena Corporation (OAC).

Contractor services shall include but are not limited to the following.

A. PUBLIC INFORMATION AND INVOLVEMENT

Phase II of the feasibility analysis will continue the successful public outreach of the earlier phase, providing opportunities for input and review by interested groups and citizens. Outreach will include:

1. Production and distribution of two updated project fact sheets, the first at the outset of the Phase II study, the second at the conclusion of the study.

2. Briefing sessions with the MARC Advisory Committee, Park Bureau management and other stakeholder groups to review and take comment on preliminary results of Phase II work.

3. One public open house to preview the results of the Phase II study and to take public comment. Contractor will provide graphics and displays to support the public meeting and presentation.

B. PROGRAMMING FOR REUSE OPTIONS

Facility programs will be developed and refined for the three public reuse options:

1. Amateur Athletic and Recreation Complex – Following consultation with MARC proponents, a survey of Portland area residents will be conducted to confirm and refine facility features, amenities, participation levels, and price preferences. Using Phase I results, survey results and additional research of like facilities, project goals will be clarified and the program for competitive and recreational facilities will be reviewed and refined in consultation with project advocates and the Portland Parks Bureau. Viability of operating a mixed recreation and competitive facility will be confirmed. Ancillary use options for the Exhibit Hall will be considered.

2. Mixed-Use or Hybrid Facility - The consultants will work with other qualified event facility operators to further develop options which combine various facility elements that have complementary uses. The public uses analysis to include a scaled-down spectator facility and/or a public recreation facility. Any private use options will be coordinated with OAC. Ancillary use of the Exhibit Hall will be considered. If appropriate, a program and facility needs will be defined for one or two hybrid options. The results of the survey of Portland area residents will be used to inform the analysis of mixed-use options.

3. Phased Improvement Plan will reconsider and update the priorities and phasing of critical capital improvements identified in the 2000 building analysis performed by BML Architects. Other potential investments in the Memorial Coliseum designed to boost tenancy and/or generate additional revenue will be investigated.

C. MARKET AND PENETRATION ANALYSIS

Portland survey data will be used to confirm and refine Phase I assumptions on market penetration rates, membership projections, and daily use forecasts for the amateur athletics/recreation complex option. A determination will be made as to market penetration by geographic area surrounding the complex. For other use options, market analysis will be key in projecting demand and attendance. This information will also be critical in forecasting revenue and determining staffing requirements. Contractor will interview the developers and/or operators of the most comparable event facilities in other communities. The purpose of these contacts is to discuss best practices and lessons learned which may be applicable to Memorial Coliseum reuse options.

D. BUILDING CONVERSION FEASIBILITY

Additional architectural studies will confirm key aspects of the physical conversion of the Memorial Coliseum building for the three specific reuse options and programs being studied. The analysis will include identifying regulatory requirements, City policies for building conversion, and key site planning, building system and architectural issues.

This Phase II conversion analysis will build upon a substantial body of existing work: from Phase I of the reuse study, the MARC proposal, and the 2000 BML Architects study. Hard and soft costs from Phase I work will be used to confirm and refine conversion capital costs. The Contractor will prepare one or two schemes for the hybrid design, if appropriate. Updated concepts of the MARC – if there are significant program changes – can be prepared in consultation with the MARC team.

Products for each of the reuse options will include:

1. Conceptual architectural diagrams, site plans and sections to reflect the specific facility programs established and refined in Task B.

2. Narrative descriptions of the conversion scope of work: for the building, major systems and materials.

3. Estimates for capital costs with options identified for possible cost savings.

4. Narrative description of building conversion opportunities and issues associated with each reuse option.

E. PARKING AND ACCESS PLAN

Assuring access to the Memorial Coliseum and adequate parking is crucial to the viability of the various public reuse options. A transportation demand study will be undertaken to address how access and parking can be managed during Rose Garden events (and at other times).

The current cost and availability of parking during day and evening hours will be analyzed, along with operational and pricing policies. The relationship between parking availability and pricing, attendance and facility revenues will be evaluated for three reuse options. The product will be a plan which describes how access and adequate parking can be assured for each reuse option.

F. FINANCIAL ANALYSIS OF OPERATIONS

The direct (and indirect) operating income and expenses will be analyzed for each reuse option taking into consideration the Phase I results, result of the Portland survey and additional research into comparable facilities. In addition, changes in the reuse options from the refined programs developed in Task B will be factored in.

The Contractor will analyze the market for competitive sports/spectator events at the local/state/regional/national and international levels. The Contractor will estimate direct and indirect income and expenses from potential major competitions. Research on comparable experiences in other communities will be conducted to verify projections. The Phase II financial analysis will include a long-range projection of revenues and expenditures including a provision for renewal and replacement for each potential use under different demand and attendance scenarios as appropriate.

G. MANAGEMENT AND OPERATING ANALYSIS

A preliminary management and operating plan will be prepared to identify options for addressing key elements including facility ownership, management structure and source(s) of operating revenues.

This task will also determine, for the recreation complex and mixed-use options, what entity will be expected to receive any surplus operating revenues or cover operating losses. We will confirm, where possible, any preliminary financial commitments from private and/or public sources. Additional analysis will be conducted to determine the management issues and challenges associated with operating a facility of this size, scope and complexity.

H. CAPITAL FINANCING PLAN

Using the hard and soft costs developed in Task D, a preliminary capital financing plan will be prepared for each reuse option. In some cases, this analysis will include updating earlier studies.

The Contractor will assess viability of Phase I capital plan prepared by the MARC proponents and quantify potential funding gaps. A timetable will be established to secure preliminary commitments from primary funding sources for this option.

Assumptions for long-term financing will be developed in consultation with the Office of Management & Finance. Debt service requirements will be calculated for each reuse option, and funding sources identified.

I. MARKETING PLAN

For two options – the improved Memorial Coliseum and hybrid facility – the consultants will work with Oregon Arena Corporation, OMF, and building tenants to review and update the Memorial Coliseum event marketing plan, determining how to best capitalize on the upgraded facility.

J. WORK PRODUCTS AND SCHEDULE

In addition to the deliverables identified in the preceding sections of this Statement of Work, the Contractor will produce a final report summarizing all aspects of the Phase II study. A public review draft of the report shall be prepared in advance of the planned Open House described in Section 1.A. The final report shall be prepared following the Open House and shall include a summary of the Open House results.

2. SCOPE OF CITY SERVICES

To assist the Contractor in carrying out its obligations hereunder, the City will provide in a timely manner access to relevant information and personnel and shall identify priorities and timelines for the Contractor. Information necessary to the Contractor in carrying out the work herein will be supplied by the City as reasonably requested by the Contractor. The City shall arrange and pay for printing and advertising of project events, print all copies of the draft and final reports and oversee and pay for project mailings to interested parties.

3. COMPENSATION

The City shall pay the contractor for work performed under this Agreement on or after October 16, 2002 or the effective date as set out below. The payments 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.

In no event shall the compensation for the work described above exceed $182,500.00.

4. BILLING AND PAYMENT PROCEDURES

The Contractor shall submit monthly invoices to the City’s Project Manager. Monthly invoices shall include a progress report summarizing work accomplished. Payment shall be made within 30 days of receipt of invoice.

EXHIBIT A Rev. 07/00

EXHIBIT B

INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

SECTION A

CONTRACTOR CERTIFICATION I, undersigned, am authorized to act on behalf of entity designated below, hereby certify that entity has current Workers' Compensation Insurance.

Signature_________________________________ Date_________________________ Entity_______________________

If entity does not have Workers' Compensation Insurance, City Project Manager and Contractor complete the remainder of this form.

SECTION B

ORS 670.600 Independent contractor; standards. As used in various provisions of ORS Chapters 316, 656, 657, and 701, an individual or business entity that performs labor or services for remuneration shall be considered to perform the labor or services as an "independent contractor" if the standards of this section are met. The contracted work meets the following standards:

1. The individual or business entity providing the labor or services is free from direction and control over the means and manner of providing the labor or services, subject only to the right of the person for whom the labor or services are provided to specify the desired results;

2. The individual or business entity providing labor or services is responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the individual or business entity to conduct the business;

3. The individual or business entity providing labor or services furnishes the tools or equipment necessary for performance of the contracted labor or services;

4. The individual or business entity providing labor or services has the authority to hire and fire employees to perform the labor or services;

5. Payment for the labor or services is made upon completion of the performance of specific portions of the project or is made on the basis of an annual or periodic retainer.

____________________________________________________________________ ____________________________

Project Manager Signature Date

_____________________________________________________________________________________________________________________

SECTION C

Independent contractor certifies he/she meets the following standards:

1. The individual or business entity providing labor or services is registered under ORS Chapter 701, if the individual or business entity provides labor or services for which such registration is required;

2. Federal and state income tax returns in the name of the business or a business Schedule C or form Schedule F as part of the personal income tax return were filed for the previous year if the individual or business entity performed labor or services as an independent contractor in the previous year; and

3. The individual or business entity represents to the public that the labor or services are to be provided by an independently established business. Except when an individual or business entity files a Schedule F as part of the personal income tax returns and the individual or business entity performs farm labor or services that are reportable on Schedule C, an individual or business entity is considered to be engaged in an independently established business when four or more of the following circumstances exist. Contractor check four or more of the following:

X_ A. The labor or services are primarily carried out at a location that is separate from the residence of an individual who performs the labor or services, or are primarily carried out in a specific portion of the residence, which portion is set aside as the location of the business;

X B. Commercial advertising or business cards as is customary in operating similar businesses are purchased for the business, or the individual or business entity has a trade association membership;

X C. Telephone listing and service are used for the business that is separate from the personal residence listing and service used by an individual who performs the labor or services;

X D. Labor or services are performed only pursuant to written contracts;

X E. Labor or services are performed for two or more different persons within a period of one year; or

_____ F. The individual or business entity assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided.

____________________________________________________________________ ____________________________

Contractor Signature Date

EXHIBIT B Rev. 07/00

EXHIBIT C

INSURANCE (The Project Manager must answer and initial 2, 3, and 4 below).

During the term of this contract Contractor shall maintain in force at its own expense, each insurance noted below:

1. Workers Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers (contractors with one or more employees, unless exempt under ORS 656.027).

2. ___X__ Required and attached or Waived by City Attorney :_______

General Liability insurance with a combined single limit of not less than $500,000 each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract, and shall provide that City of Portland, and its agents, officers, and employees are Additional Insured but only with respect to the Contractor's services to be provided under this Contract:

3. ___X__ Required and attached or Waived by City Attorney : _______

Automobile Liability insurance with a combined single limit of not less than $500,000 each occurrence for Bodily Injury and Property Damage, including coverage for owned, hired, or nonowned vehicles, as applicable:

4. _____ Required and attached or Waived by City Attorney : __X___

Professional Liability insurance with a combined single limit of not less than $1,000,000 each claim, incident, or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract.

5. On all types of insurance. There shall be no cancellation, material change, reduction of limits, or intent not to renew the insurance coverage(s) without 30-days written notice from the Contractor or its insurer(s) to the City.

6. Certificates of insurance. As evidence of the insurance coverages required by this contract, the Contractor shall furnish acceptable insurance certificates to the City at the time contractor returns signed contracts. The certificate will specify all of the parties who are Additional Insured and will include the 30-day cancellation clause that provides that the insurance shall not terminate or be cancelled without 30 days written notice first being given to the City Auditor. Insuring companies or entities are subject to City acceptance. If requested, complete policy copies shall be provided to the City. The Contractor shall be financially responsible for all pertinent

deductibles, self-insured retentions, and/or self-insurance.