AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

CONTRACT NO. ___________

SHORT TITLE OF WORK PROJECT: GROUNDWATER REMEDIATION

AND MISCELLANEOUS GROUNDWATER SERVICES AND STUDIES

This contract is between the City of Portland, acting by and through its Elected Officials, hereafter called "City," and Pacific Groundwater Group, hereafter called Contractor. The City's Project Manager for this contract is Randy Albright.

Effective Date and Duration

This contract shall become effective on October 1, 2002 (or on the date at which every party has signed this contract, whichever is later.) This contract shall expire, unless otherwise terminated or extended, on September 30, 2004.

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 $200,000.00 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.

===========================================================================================

CONTRACTOR DATA, CERTIFICATION, AND SIGNATURE

Name (please print):                      

Address:                          

Social Security #: _______________________________

Federal Tax ID #: _______________ State Tax ID #: _______________ Business License # _______________

Citizenship:  Nonresident alien ____ Yes  ____ No

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

____ 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

==========================================================================================

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.

(d) Time needed by the Contractor for preparation of audit documents will be reimbursable by the City

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.

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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.

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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: /_X_/ Applicable /___/ 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.

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EXHIBIT A

GROUNDWATER TECHNICAL SERVICES CONTRACT I:

GROUNDWATER REMEDIATION,

MISCELLANEOUS SERVICES AND GROUNDWATER STUDIES

Pacific Groundwater Group

Statement of Work

and

Payment Schedule

Scope of Services

Pacific Groundwater Group (Contractor) shall provide the City of Portland (City) with professional groundwater and environmental technical services, on an as-needed basis, to support the Bureau of Water Works’ (Bureau) hydrogeologic characterization; groundwater contamination identification, assessment and remediation; and wellhead protection programs in the City’s Columbia South Shore Well Field (CSSW). Services provided by the Contractor may include, but are not limited to, the following:

Groundwater Technical Services Contract I: General Scope of Services

A.  Site Characterization and Groundwater Remediation

1.  Provide review and comment on reports and documents as requested by the Bureau.

2.  Attend periodic meetings with Oregon DEQ regarding assessment, characterization and remediation of groundwater contamination sites in the Columbia South Shore Well Field (CSSW), as requested by the Bureau.

3.  Provide input for, and review of, guidance for identifying, assessing and characterizing dense-non-aqueous phase liquid (DNAPL) soil and groundwater contamination in the CSSW, as requested by the Bureau.

4.  Perform Environmental Assessments and/or Site Characterization studies to evaluate and assess the presence of soil and/or groundwater contamination at selected sites or in selected geographic regions within the CSSW, as requested by the Bureau.

B.  Miscellaneous Services

1.  Provide assistance with maintenance, upgrade and use of an existing groundwater geographical information system (ArcView GIS), including, but not limited to, use of GIS to prepare maps and figures illustrating geologic and hydrogeologic conditions at selected sites or in selected geographic areas within the CSSW, as requested by the Bureau.

2.  Provide other services as requested, e.g. collect field data such as groundwater levels or groundwater quality samples, perform hydrogeologic studies, develop tables, maps or other graphics, databases, figures and/or reports in support of Bureau groundwater programs, as requested by the Bureau.

C.  Groundwater Studies

1.  Provide support for ongoing evaluation, testing and improvement of the Bureau’s Deep Aquifer Yield (DAY) groundwater flow model.

2.  Perform other specialized groundwater studies as requested by the Bureau, including, but not limited to: aquifer testing, specialized soil or groundwater sampling, water quality evaluation, and feasibility studies.

Groundwater Technical Services Contract I: Specific Scope of Services

For each task identified under this contract, the Contractor will commence work only after the Contractor has provided the City with a detailed written scope of work, a schedule for task completion, and a not-to-exceed cost estimate for the identified task, and the City’s project or task manager has approved the scope of work, schedule and cost estimate in writing, and given written authorization to the Contractor to proceed with the assigned task. Each separate item of work assigned shall be given a unique task number by the Contractor for project tracking and billing purposes.

Groundwater Technical Services Contract I: Additional Services as Requested

The City may also request additional work not specifically described herein. At the discretion of the City, this work may be conducted either on a time and materials basis, or on a pre-approved lump-sum basis. The Contractor shall complete these tasks according to a schedule agreed upon in writing by the Contractor and the City. Monthly activity reports which include a summary of activity for each employee of the Contractor or Subcontractor who worked on the project, number of hours worked by employee and by date for each task, and expenses, shall be submitted to the City by the Contractor for all tasks not specifically covered by approved work plans (see also Progress Reports, below).

City Tasks And Personnel

To assist the Contractor in carrying out its obligations under this contract, the City will provide the following to the Contractor:

•  Copies of relevant reports, data and models on file at the Water Bureau’s office,

•  Review and comment on all draft deliverables, and

•  Day-to-day project management logistics, including periodic meetings with the contractor’s project manager and/or other key project staff.

There are no work assignments or deliverables defined at this point.

The following city staff may assign tasks, review contractor progress and deliverables, and review and approve contractor invoices for this Contract:

Randy Albright (Contract Project manager)

Doug Geller (Project task manager)

Jeff Leighton (Project task manager)

David Peters (Project task manager)

Conflict of Interest

Contractor agrees not to perform any groundwater or environmental consulting work related to the assessment, remediation or litigation of groundwater, surface water or soil contamination, within the area bounded on the west by NE 82^nd Avenue (Portland), on the east by the NE 244^rd Avenue alignment (Gresham/Fairview), on the south by NE Halsey Street (Portland and Gresham), and on the north by the Columbia River, for any client other than the City during the terms of this agreement.

Contractor’s Staff

The Contractor shall assign personnel from its own staff or its subcontractors’ staff to do work in the capacities designated, and at the rates identified, in Attachment 1. The Contractor shall not change these personnel assignments or billing rates without the written consent of the City, which consent shall not be unreasonably withheld. Staff who are not identified in Attachment 1 may be used for tasks assigned under this contract. In cases where non-listed staff utilization is deemed significant by City or Contractor, Contractor shall request in writing pre-approval by the City for the proposed project staffing, describing the nature of and reason for the proposed assignment(s), and the proposed staff billing rate(s).

Compensation, Billing And Payment Procedure

The City shall pay the Contractor for work performed under this Agreement after the effective date as set out above. 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 or provide the services authorized under this agreement.

Total compensation under this agreement, including any allowable expenses, shall not exceed $200,000.00. The City shall compensate the contractor per assigned task based on time-related charges plus direct expenses, based on pre-authorized not-to-exceed amounts, as described above. Allowable charges and rates are described below.

The Contractor shall provide billing statements to the City’s Contract Project Manager on a monthly basis. Billing statements shall itemize costs by task, including hours worked per employee, date(s) of work performed, itemized receipts for all claimed expenses, and a brief description of the work performed (see Progress Reports, below). The City shall pay the contractor within 30 days of receipt and approval of the billing statement.

The hourly rates in Attachment 1 may be increased by a maximum of 3% once per calendar year starting from the date of the notice to proceed. The hourly rate changes shall not alter the task or contract amounts. If a new schedule of rates is requested, consultant will present a listing of project staff with proposed new rates for Bureau review and approval in writing at least 30 days prior to the proposed date the new rates would take effect.

Allowable Charges And Rates

Labor: Contractor’s staff time shall be billed to the City at the hourly rates listed in Attachment 1 to Exhibit A. Billing rates for Contractor’s staff not listed in Attachment 1 to Exhibit A shall be at rates mutually agreed to between the City and the Contractor in task-specific work plans (see also Contractor’s Staff, above).

Subconsultants and Subcontractors: Including, but not limited to, subcontracted environmental field services, drilling services, analytical laboratory services and surveying services. Subconsultant and subcontractor costs shall be billed to the City at purchase price (cost) plus 5%.

Direct Costs: Including, but not limited to, purchase of project-specific field equipment, hardware and/or software (which subsequently becomes the property of the City); lease or rental of project-specific field equipment from outside suppliers; expendable (non-reusable) field equipment; photocopying and report reproduction services; delivery services; and travel and communications costs associated with task-specific field work or direct interactions with subconsultants, subcontractors and/or Bureau staff. Direct costs shall be billed to the City at purchase, lease or rental price (cost) plus 5%. Rates for lease or use of Contractor-owned field equipment and supplies are included as Attachment 2 to Appendix A, see below.

Contractor-Owned or Leased Vehicles: Contractor-owned or leased vehicles shall be billed to the City at a mileage rate of $0.37 per mile, when used to perform task-specific field work or for travel associated with direct interactions with subconsultants, subcontractors and/or Bureau staff. No other charges associated with the use of Contractor-owned or leased vehicles shall be billed to the City.

Mobilization of Seattle-Based Staff: Contractor will be reimbursed actual mileage and other direct travel expenses. Travel time for mobilization of Seattle staff to Portland will be billed at 50% of the personnel billing rates shown in Attachment 1.

Indirect Costs: Including, but not limited to, Contractor-owned or leased office equipment such as computer hardware and software, CADD hardware and software, printers, plotters, photocopiers, desk phones, cellular phones and fax machines; Contractor-owned or leased durable (reusable) non-electronic field and safety equipment; Contractor interoffice travel and communication costs; training; rent; insurance; bookkeeping and other incidental or internal overhead costs. These indirect costs are herein considered to be covered in Contractor’s hourly labor rates and shall not be billed as separate itemized charges to the City.

Progress Reports

The Contractor shall provide brief monthly progress reports to the City’s Contract Project Manager with the monthly billing statement, for each month in which billable activities are performed by the Contractor. Each progress report shall contain the following information:

•  A narrative description of activities conducted since the last progress report, including a summary of activity for each employee of the Contractor or Subcontractor who worked on the project,

•  Number of hours worked by employee and by date for each task,

•  Itemized direct expenses, including documentation of M/W/ESB subcontractor utilization for the previous month and total for the contract, and

•  Attached to the progress report will be a copy of the monthly bill prepared pursuant to this section of the agreement.

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 Water Works

         Attn: Randy Albright

         1120 SW 5^th Avenue Suite 600

         Portland, Oregon 97204

     If to the Contractor:  Russell C. Prior

     Pacific Groundwater Group

     2377 Eastlake Ave. East

     Seattle, WA 98102

EXHIBIT A

ATTACHMENT 1

Compensation rates and staff listing – Pacific Groundwater Group

Staff Name      Title      2002-2003 Billing Rate (per hour)

Pacific Groundwater Group (Prime Contractor)

Russell Prior    Project manager      $100

Janet Knox    Project principal    $100

Pony Ellingson    Project principal    $100

Dan Matlock    Principal Hydrogeologist  $100

Peter Schwartzman  Sr. Hydrogeologist    $90

Crispin Prahl    Sr. Hydrogeologist    $85

Inger Jackson    Hydrogeologist      $75

Laura Straus    Hydrogeologist      $75

Dana Divine    Hydrogeologist      $70

Marie Mills    GIS staff      $70

Clerical              $40

Groundwater Solutions, Inc. (Subconsultant)*

Jeff Barry    Sr. Principal      $100

Walter Burt    Project Principal    $90

Larry Eaton    Principal Hydrogeologist  $90

Eric Collins    Sr. Hydrogeologist    $85

Jason Melady    Staff Hydrogeologist    $68

Vicki Carr    Administrative Support    $55

* subconsultant personnel rates do not include 5% markup

Direct Expenses

Mileage        $0.37 per mile      

Long-Distance Telephone    Cost plus 5%

Laboratory Analytical Services  Cost plus 5%

Postage and Delivery      Cost plus 5%

Field Supplies and Equipment  Cost as indicated in Attachment 2

EXHIBIT A

ATTACHMENT 2

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_______________________

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:

_____  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;

_____  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;

_____  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;

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

_____  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 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.  __X__ Required and attached or Waived by City Attorney : ______

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.