1-Request for Qualifications for On-Call Natural Resources Evaluation Services.pdf

REQUEST FOR QUALIFICATIONS –

ON-CALL NATURAL RESOURCES

EVALUATION SERVICES

ISSUE DATE

November 12, 2025

PROPOSAL DUE DATE

December 10, 2025, 2:00 p.m. PST

City of Milwaukie – RFQ for On-Call Natural Resources Evaluation Services

TABLE OF CONTENTS

SECTION 1: ANNOUNCEMENT 3

SECTION 2: GENERAL INFORMATION 3

SECTION 3: SCOPE OF WORK 7

SECTION 4: PROPOSER AND PROPOSAL REQUIREMENTS 8

SECTION 5: EVALUATION AND SELECTION 9

SECTION 6: CONTRACT REQUIREMENTS 11

ATTACHMENT A: SAMPLE AGREEMENT 12

SECTION 1: ANNOUNCEMENT

City of Milwaukie (City) is seeking proposals from qualified and experienced businesses or individuals for evaluation of development activities that may impact natural resource areas within the city. Proposers should possess high competency for natural resource assessment in the context of land use review. A complete description of services is provided under Section 3 of this document.

City utilizes Euna Procurement for its eProcurement solution (Procurement Portal). To access the solicitation documents, be added to the distribution list for this solicitation’s automatic notices, and to submit proposals electronically, please visit https://milwaukieoregon.bonfirehub.com/.

To assist with registration and submission of responses, and to learn how to get started with Euna Procurement, watch this 5-minute training video. For questions or technical support when using the platform, access the online vendor help center, search frequently asked questions, or contact the Euna Procurement support team at support@gobonfire.com.

City’s expectation of any consultant it contracts with is that the consultant’s values align with the City’s values of highly ethical conduct, fiscal responsibility, respect for the City and others, and responsiveness to the City’s customers.

City is committed to ensuring equity and fairness in its contracting and purchasing process and increasing opportunities for minority-owned, women-owned, veteran-owned, and emerging small businesses enterprises. Furthermore, the City strongly encourages its contracted consultants to utilize these businesses when providing subconsultant services and materials under the awarded contract.

Proposals will be submitted electronically through the City’s Procurement Portal. Proposals will be received until 2:00 p.m. PST, on Wednesday, December 10, 2025, for the purpose of selecting a proposal who evidences the highest level of quality performance and technical competence. Proposals submitted after the deadline will not be accepted.

SECTION 2: GENERAL INFORMATION

2.1 City Information

Milwaukie is a community where residents, businesses, and city government work together to ensure that the community retains its character, natural beauty, and thriving engagement. City serves a population of over 20,000 and provides a rich and vibrant atmosphere that is close to the region’s business core and urban amenities. Additional information regarding other city services and programs may be found on the City’s website at https://www.milwaukieoregon.gov/.

City of Milwaukie is a full‐service municipality that operates under a council-manager form of government. The four elected councilors and the elected mayor comprise the City Council and act as representatives of the Milwaukie Residents. City Council sets policies for city government, enacts ordinances and hires, directs and evaluates the city manager, city attorney, and municipal judge. In turn, the city manager is the City's chief executive officer, responsible for overall management and administration.

Various municipal services are provided by city employees and headed by the city manager. The City operates and maintains its own police department, municipal court, building inspections, water, wastewater and stormwater utilities, street operations, planning and engineering services, fleet management, and a public library.

https://milwaukieoregon.bonfirehub.com/portal/?tab=openOpportunities https://vendorsupport.gobonfire.com/hc/en-us/articles/6796500613655-Vendor-Registration-and-Submission-VIDEO-mailto:support@gobonfire.com https://www.milwaukieoregon.gov/

2.2 Issuance of RFQ Documents

Request for Qualifications (RFQ) documents may be obtained at no cost from the Procurement Portal at https://milwaukieoregon.bonfirehub.com/. Proposers will be required to log in to access the solicitation documents, ask questions, and submit a proposal.

All questions and clarifications for this RFQ must be addressed through the Procurement Portal by clicking on Messages and then the Public Q&A tab within the desired solicitation.

2.3 Schedule of Events

City anticipates the following general timeline for receiving and evaluating the proposals. This schedule is subject to change if it is in the City’s best interest to do so.

• RFQ issued November 12, 2025

• Deadline for protests of solicitation November 19, 2025, 2:00 p.m. PST

• Deadline for changes/clarifications/questions November 26, 2025, 2:00 p.m. PST

• Deadline to issue addenda December 3, 2025, 2:00 p.m. PST

• Proposals due December 10, 2025, 2:00 p.m. PST

• Evaluations of proposals complete December 17, 2025

• Posting of notice of intent to award December 18, 2025

2.4 Changes to Solicitation by Addenda

City reserves the right to make changes to this RFQ by written addenda. Addenda will be sent to all prospective proposers known to have obtained the solicitation documents at the time addenda is issued, as well as be posted publicly on the solicitation page of the Procurement Portal.

Proposers should consult the City’s Procurement Portal regularly until the due date to ensure no addendum announcements have been missed. By submitting a proposal, each proposer agrees that it accepts all risks and waives all claims associated with or related to its failure to obtain addendum information.

Proposer may request a change in the RFQ by submitting a request through the Public Q&A tab in the Procurement Portal. The request must specify the provision of the RFQ in question and contain an explanation of the requested change. All requests for changes to the RFQ must be submitted to the City no later than the changes and questions deadline set forth in Subsection 2.3.

City will evaluate any request submitted but reserves the right to determine whether to accept the requested change. Changes that are accepted by the City will be issued in the form of an addendum to this RFQ. All addenda will have the same binding effect as though contained in the main body of this RFQ. Written or oral instructions or information concerning the scope of work given out by anyone other than the City’s Finance Department or through the Procurement Portal will not bind the City.

No addenda will be issued later than the date set in Subsection 2.3, except an addendum, if necessary, postponing the date for receipt of proposals, canceling the invitation, or modifying elements of the RFQ resulting from a delayed process. Each proposer is responsible for obtaining all addenda prior to submitting a proposal. Receipt of each addendum must be acknowledged in writing on the Standard Proposal Form as part of the proposal.

2.5 Cancellation

City reserves the right to cancel the contract award at any time before execution of the contract by both parties if cancellation is deemed to be in the City’s best interest. In no event will the City have any liability for the cancellation of contract award.

2.6 Late Proposals

All proposals that are not received by the submission deadline will not be accepted. The Procurement Portal will automatically block submissions at the exact time the RFQ closes.

https://milwaukieoregon.bonfirehub.com/portal/?tab=openOpportunities

2.7 Disputes

In case of any doubt or differences of opinion as to the items or service to be furnished hereunder, or the interpretation of the provisions of this RFQ, the decision of the City will be final and binding upon all parties.

2.8 Interpretation of RFQ Documents

Proposer will promptly notify the City of any ambiguity, inconsistency or error, which they may discover upon examination of the solicitation documents. Proposers requiring clarification or interpretation of the solicitation documents may submit a written request through the Procurement Portal.

City will make interpretations, corrections, or changes to the solicitation documents by published addenda in accordance with Subsection 2.4. Interpretations, corrections, or changes to the proposal documents made in any other manner will not be binding, and proposer will not rely upon such interpretations, corrections and changes.

2.9 Competition

Proposers are encouraged to comment, in writing, on any specification or requirement within this RFQ which the proposer believes will inordinately limit competition.

All complaints or perceived inequities related to this RFQ must be submitted to Procurement@milwaukieoregon.gov. Such submittals will be reviewed upon receipt.

2.10 Cost of RFQ and Associated Responses

City is not liable for any costs incurred by a proposer in the preparation and/or presentation of a proposal.

City is not liable for any cost incurred by a proposer in protesting the City’s selection decision.

2.11 Requests for Clarification, Additional Research, and Revisions City reserves the right to obtain clarification of any point in a proposal or to obtain additional information necessary to properly evaluate a particular proposal. Failure of a proposer to respond to such a request for additional information or clarification may result in a finding that the proposer is non-responsive and consequent rejection of the proposal.

City may obtain information from any legal source for clarification of any proposal or for information of any proposer. City need not inform the proposer of any intent to perform additional research in this respect or of any information thereby received.

City may perform, at its sole option, investigations of the responsible proposer. Information may include, but will not necessarily be limited to, current litigation and contracting references. All such documents, if requested by the City, become part of the public records and may be disclosed accordingly.

City reserves the right to request revisions of proposals after the submission of proposals and before award for the purpose of obtaining best offers or best and final offers.

2.12 Solicitation Protest Procedures

Any and all complaints regarding this solicitation must be presented by the solicitation protest deadline, as identified in Section 2.3. City will address all timely submitted protests within a reasonable time following the City’s receipt of the protest and will issue a written decision to the protesting proposer.

Protests must include “Reference #: RFPQ-2025-047 - Solicitation Protest” in the email subject line and be sent to Procurement@milwaukieoregon.gov.

Protests must include:

A. The identity of the proposer;

B. A clear reference to this RFQ;

C. Reason for the protest;

mailto:Procurement@milwaukieoregon.gov mailto:Procurement@milwaukieoregon.gov

D. Proposed changes to the RFQ provisions and/or statement of work; and

E. All required information as described in Oregon Revised Statutes (ORS) 279B.405(4).

Protests that do not include the required information will not be considered.

2.13 Rejection of Proposals

City reserves the right to reject any or all proposals received as a result of this RFQ. Proposals may be rejected for one or more of the following reasons, including but not limited to:

A. Failure of proposer to adhere to one or more of the provisions established in this RFQ.

B. Failure of proposer to submit a proposal in the format specified.

C. Failure of proposer to submit a proposal within the time requirements.

D. Failure of proposer to adhere to ethical and professional standards before, during, or following the procurement process.

City may reject any proposal not in compliance with all prescribed public procurement procedures and requirements and may reject for good cause any or all proposals upon findings by the City that it is in the public interest to do so.

2.14 Modification or Withdrawal of Proposal

A proposal may not be modified, withdrawn, or canceled by the proposer for 60 calendar days following the submission deadline.

Proposals submitted early may be modified or withdrawn prior to the submission deadline by retrieving it through the Procurement Portal. Modified or withdrawn proposals may be resubmitted up to the submission deadline, provided that they are fully in conformance with these RFQ requirements.

2.15 Proposal Ownership

All proposals submitted become and remain the property of the City, and as such, are considered public information and subject to public disclosure within the context of the federal Freedom of Information Act and ORS 192.345 and 192.355.

All information submitted by proposers will be public record and subject to disclosure pursuant to the Oregon Public Records Act, except such portions of the proposals for which proposer requests exception from disclosure consistent with Oregon Law. All requests must be in writing, noting specifically which portion of the proposal the proposer requests exception from disclosure. Proposer will not copyright, or cause to be copyrighted, any portion of any said document submitted to the City as a result of this RFQ.

Proposer should not mark the entire proposal document “confidential.”

Unless certain pages or specific information are specifically marked “proprietary” and qualify within the context of the regulations stated in the preceding paragraphs, the City will make available to any person requesting information through the process for disclosure of public records, any and all information submitted as a result of this RFQ without obtaining permission from any proposer only after the contract has been executed.

2.16 Duration of Proposal

Proposal terms and conditions will be firm for a period of at least 60 days from the proposal due date. The successful proposal will not be subject to changes of terms if accepted by the City during the 60-day period. Changes in terms by others after the acceptance of a proposal will not be considered.

2.17 Affirmative Action/Nondiscrimination

By submitting a proposal, the proposer agrees to comply with the Fair Labor Standard Act, Civil Rights Act of 1964, Executive order 11246, Fair Employment Practices, Equal Employment Opportunity Act, Americans with Disabilities Act, and Oregon Revised Statutes. Additionally, the proposer specifically certifies, under penalty of perjury, that the proposer has not discriminated against minority-owned, women-owned, veteran-owned businesses or emerging small business enterprises in obtaining any required subcontracts.

SECTION 3: SCOPE OF WORK

3.1 Term of Service

The agreement resulting from this RFQ will commence on or about January 1, 2026, extending through December 31, 2030 (five years).

3.2 Scope of Work

A. Project Background The City’s Planning Division occasionally requires support during the evaluation of land use applications or other projects that may impact features identified as protected natural resources according to Statewide Planning Goals 5 and/or 6 in conjunction with the regulations established in Milwaukie Municipal Code Section (MMC) 19.402. The need for these services is not predictable or consistent, therefore, the City requires an on-call contract for the desired services.

B. Scope of Services Typical activities may include, but are not limited to:

• Review existing site conditions, applicant project proposals, resource reports, and other project and/or land use application submittal materials.

• Site visits.

• Prepare a memorandum to the City that includes evaluation of applicant’s land use assessment of project impacts and mitigation strategies; also, draft recommended findings on the relevant approval criteria per MMC 19.402.

• Meeting attendance and/or presentations (such as at Planning Commission hearings).

• Mitigation of planting inspections.

• Prepare and/or review natural resource management plans.

• Perform wetland delineation.

• Verify boundaries for water quality resource areas and habitat conservation areas.

Consultant will assume responsibility for quality, performance, and timely completion of all work identified in each project scope. Consultant must maintain records, notes, maps, photographs, and reports related to all work performed for the City and make them available to the City upon written request.

Consultant understands that there is no guarantee of any particular dollar value of work under the awarded contract given its on-call nature.

https://www.oregon.gov/lcd/op/pages/goals.aspx https://ecode360.com/43861333

C. Task Orders As-needed services performed under the resulting contract must be authorized via a written task order (see exhibit C of the attached sample agreement) signed by the city and the consultant on a per-project basis. The scope of work, schedule, deliverables, and compensation for each project request will be defined in the task order prior to commencement of any work, and incorporated as part of the contract documents.

Compensation for each task order will be determined through negotiation with the consultant based on the scope of work and estimated hours of performance of the work.

Task orders may be amended for documentable circumstances not reasonably foreseeable to either party at the time the task order was issued, or for changes to the scope of work, deliverables, or compensation. Any change to the task order’s original scope, schedule, deliverables, or compensation must also be agreed upon in writing by both parties as an amendment to the task order or through a new task order.

If the consultant is unable or unwilling to complete the services within the required time, they will state in writing to the City and forfeit the task order within 24 hours of the received request.

In the event the City and a consultant cannot reach a favorable agreement on a specific task order, the City shall terminate negotiations and seek services for the project through any other means necessary to complete the work. Continual difficulties in negotiating task orders or repeated unavailability or inability to perform the services may result in formal termination of the contract with the City.

SECTION 4: PROPOSER AND PROPOSAL REQUIREMENTS

4.1 Proposal Submittal

Proposals must be type-written with body text consisting of a 10- or 11-point font. Proposals and any attachments must be submitted electronically through the Procurement Portal. A person authorized to make such a commitment on behalf of the proposing firm must sign the proposal. Proposals must be submitted by the deadline. Phone, facsimile, mail delivery, email delivery, and in-person proposals will not be accepted. There will be no formal opening of proposals.

4.2 Proposer Requirements

Proposers must meet the following minimum requirements:

A. Must be a legal entity, currently registered to do business in the State of Oregon (per ORS 60.701);

and

B. Must have been in business for at least three (3) years.

4.3 Proposal Requirements

A. Proposal. The following items are a minimum content requirement of a proposal submitted in response to this RFQ:

i. Qualifications.

o Describe your experience and knowledge in providing the requested services.

o Describe your capabilities and resources in relation to the requested professional services, including qualifications of key staff that will likely provide these services to the City.

o Describe your experience and competence with governmental and municipal agencies.

o Include resumes for each person involved in the project with verifiable references, including whether the individual is certified as a Professional Wetland Scientist (PWS).

Also confirm if each person holds a bachelor’s degree or higher from an accredited college with specialized training in horticulture, biology, forestry, natural resources, environmental science, or a related field.

o Provide a description of organizational framework, special resources, and any other information to demonstrate that you can effectively and efficiently provide the requested services.

ii. Service Understanding and Approach. Describe your approach to collaborating with City staff. Provide any proposed recommendations for changes to the scope of work to provide a more efficient and effective process that provides sound, defensible measures to complete the requirements of the services to be provided. Based on the scope of work and any proposed revisions, outline specific tasks to be performed, indicating which team members will be conducting the work.

iii. Service Timeframe. Describe your approach to scheduling tasks in order to meet deadlines and achieve timely completion of the services.

B. Standard Proposal Form. Complete and sign the form to certify representation in the submitted proposal is accurate and true. This required form is uploaded separately in the Procurement Portal. This form also indicates whether or not the proposing business is certified with the State of Oregon’s Certification Office for Business Inclusion and Diversity (COBID).

IMPORTANT: UNDER NO CIRCUMSTANCES WILL THE CITY DISCUSS OR CONSIDER PRICING POLICIES OR ANY PRICING INFORMATION FROM A PROPOSER UNTIL AFTER A PROPOSER IS SELECTED FOR INTENTION OF

AWARD.

SECTION 5: EVALUATION AND SELECTION

5.1 General

Each proposal will be judged on its completeness and quality of its content. City reserves the right to reject any and all proposals or to negotiate individually with one or more proposers, or to select one or more proposers if it is determined to be in the best interest of the City. All proposals will become part of the public file, without obligation to the City. Upon completion of evaluations and interviews (if applicable), the City intends to negotiate a contract with the proposer whose proposal is deemed to be most advantageous to the City.

5.2 Evaluation Group

A panel will be comprised of at least three (3) City staff members (Evaluation Group). The role of the Evaluation Group is to evaluate all responsive proposals and select from the respondents a minimum of three (3) proposals that evidence the highest level of qualification. If interviews are scheduled for this solicitation, the top selected proposers will be invited to interview with the Evaluation Group.

Scoring of the top selected proposals will be completed covering all areas listed in Subsection 4.3. If additional information is deemed necessary as part of the evaluations, such information will be solicited to allow the Evaluation Group to complete the evaluation process.

5.3 Evaluation Criteria

In accordance with Subsection 4.3, the criteria listed below will be used to determine the apparent successful proposer. Proposals will be scored by the Evaluation Group as follows:

A. Qualifications (25 points)

B. Service Understanding and Approach (25 points)

C. Service Timeframe (25 points)

D. COBID Certification (15 points)

5.4 Ranking of Proposals

Evaluation Group will verify minimum compliance with the requirements of this RFQ and evaluate all responsive proposals and score accordingly for criteria per Subsection 5.3(A-D). Scoring will be averaged based on the number of Evaluation Group members to identify the top proposers. City reserves the right to select from the highest scored proposals a minimum of three (3) proposals that exhibit the highest level of qualification and invite those proposers to interview.

After interviews are complete, the final scores from both rounds of evaluation will be combined. If interviews are not held, then final scores from the single round of evaluation will be tallied.

Proposals will be ranked based on evaluation of responses with the highest-ranked proposal being that proposer which is deemed to be the most appropriate and fully able to perform the services, and the second highest-ranked proposal being the second proposer most appropriate, all in the sole judgment of the Evaluation Group. Any proposal in response to this RFQ will be considered de facto permission to the City to disclose the results, when completed, to selected reviewers at the sole discretion of the City.

5.5 City’s Rights Reserved

City reserves the right to:

A. Select one or more proposers for award;

B. Waive any or all irregularities or minor informalities in a submitted proposal;

C. Award any or all parts of any proposal; and

D. Request references and other data to determine responsiveness.

5.6 Intent to Award

Following completion of evaluations, the City will publish a notice of intent to award the contract to the proposer who best meets the overall needs of the City. The notice will be published publicly on the Procurement Portal.

5.7 Protest of Award

In accordance with the City’s Public Contracting Rule 70.015(A)(4)(c) and ORS 279B.410, any adversely affected or aggrieved proposers has seven (7) calendar days from the date of the published notice of intent to award to file a written protest. The protest must specify the grounds upon which the protest is based.

SECTION 6: CONTRACT REQUIREMENTS

6.1 Contract

The selected proposer will be asked to sign a personal services contract with the City for an amount not to exceed $250,000. A sample contract is attached as part of these RFQ documents. City will require specific levels of insurance, a Milwaukie (or Oregon Metro) business registration, and a federal tax identification number.

6.2 Contract Negotiations

City reserves the right to negotiate final terms of the contract as the City determines it to be in its best interest. City will begin negotiations once the Evaluation Group has chosen the highest-ranked proposer and the notice of intent to award has been issued. Only after the City has selected the most qualified proposer and notified that proposer in writing will the City request compensation requirements. City may enter into mutual negotiations with the selected proposer regarding pricing and refined scope of services for the contract. If the City cannot come to terms with the highest-ranked proposer, the City will formally terminate negotiations and enter into negotiations with the second highest-ranked proposer. This process will continue until the City reaches an agreement in which the City deems appropriate for the services or determines a new competitive solicitation is necessary.

6.3 Contract Award

The award of a contract is accomplished by executing a written services agreement that incorporates elements of the solicitation, proposal, clarifications, addenda, and additions. All such materials constitute the complete contract documents. City Council may be required to authorize the award of contract at a regular session.

ATTACHMENT A

SAMPLE PERSONAL SERVICES AGREEMENT

WITH THE CITY OF MILWAUKIE, OREGON

FOR ON-CALL NATURAL RESOURCES EVALUATION SERVICES

THIS PERSONAL SERVICES AGREEMENT (“Agreement”) is made and entered into by and between the City of Milwaukie, a municipal corporation of the State of Oregon, hereinafter called “City,” and [Consultant’s Name], a(an) [State] [corporation/partnership], hereinafter called “Consultant.” City and Consultant may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, City has need for the services of a person or an entity with particular training, ability, knowledge, and experience as possessed by Consultant; and

WHEREAS, City has determined that Consultant is qualified and capable of performing the required professional services under those terms and conditions set forth.

THEREFORE, the Parties agree as follows:

1. SERVICES TO BE PROVIDED

Consultant shall perform professional services as specified in the Scope of Work (Exhibit A) and in accordance with the terms and conditions set forth in this Agreement.

2. EFFECTIVE DATE AND DURATION

This Agreement shall become effective upon the date of execution by the City, and shall expire, unless otherwise terminated or extended, on December 31, 2030. All work under this Agreement shall be completed prior to the expiration of this Agreement.

3. COMPENSATION

City agrees to pay Consultant not to exceed two hundred fifty thousand dollars ($250,000.00) for performance of those services described in the Scope of Work, which payment shall be based upon the following applicable terms:

A. Payment by City to Consultant for performance of services under this Agreement includes all expenses incurred by Consultant, with the exception of any expenses identified in this Agreement as separately reimbursable.

B. As compensation for services as described in Exhibit A, the Consultant shall be paid at the hourly rates outlined in the Schedule of Rates (Exhibit B), which shall constitute full and complete payment for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in this Agreement. Hourly rates may be increased by Consultant once each calendar year and must be provided to City no less than 30 days prior to the effective date of the new rates.

C. Payment will be made in installments based on Consultant’s invoice, subject to the approval of the City and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. Payment terms shall be net 30 days from date of invoice.

D. Payment by City shall release City from any further obligation for payment to Consultant, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein.

E. Where applicable, Consultant must make payment promptly as due to persons supplying Consultant labor or materials for the execution of the work provided by this Agreement.

Consultant must pay all contributions or amounts due from Consultant to the Industrial Accident Fund incurred in the performance of this Agreement. Consultant shall not permit any lien or claim to be filed or prosecuted against City or any subdivision of City on account of any labor or material to be furnished. Consultant further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

F. If Consultant fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Consultant or a subconsultant by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due the Consultant. The payment of the claim in this manner shall not relieve Consultant or their surety from obligation with respect to any unpaid claims.

G. If labor is performed under this order, then no person shall be employed for more than eight

(8) hours in any one day, or forty (40) hours in any one week, except in cases of necessity, or emergency or where the public policy absolutely requires it, and in such cases, except cases of contracts for personal services as defined in ORS 279A.055, the labor shall be paid at least time and a half for all overtime in excess of eight (8) hours a day and for all work performed on Saturday and on any legal holidays as specified in ORS 279B.020. In cases of contracts for personal services as defined in ORS 279A.055, any labor shall be paid at least time and a half for all hours worked in excess of forty (40) hours in any one week, except for those individuals excluded under ORS 653.010 to 653.261 or under 29 USC SS 201-219.

H. Consultant shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service.

I. City certifies that sufficient funds are available and authorized for expenditure to finance costs of this Agreement.

4. OWNERSHIP OF WORK PRODUCT

City shall be the owner of and shall be entitled to possession of any and all work products of Consultant which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Consultant prior to termination of this Agreement by Consultant or upon completion of the work pursuant to this Agreement.

5. ASSIGNMENT/DELEGATION

Neither Party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other Party has so consented. If City agrees to assignment of tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any subconsultants and of all persons employed by them, and neither the approval by City of any subconsultant nor anything contained herein shall be deemed to create any contractual relation between the subconsultant and City.

6. STATUS OF CONSULTANT AS INDEPENDENT CONTRACTOR

Consultant certifies that:

A. Consultant acknowledges that for all purposes related to this Agreement, Consultant is and shall be deemed to be an independent contractor as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled, and shall be solely responsible for all payments and taxes required by law.

Furthermore, in the event that Consultant is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Consultant under the terms of this Agreement, to the full extent of any benefits or other remuneration Consultant receives (from City or third-party) as a result of said finding and to the full extent of any payments that City is required to make (to Consultant or to a third-party) as a result of said finding.

B. The undersigned Consultant hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from Consultant, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing.

Consultant and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System.

C. Consultant certifies that it currently has either a City of Milwaukie or an Oregon Metro business license or will obtain one prior to delivering services under this Agreement. A business license is required for the duration of this Agreement.

D. The service or services to be rendered under this Agreement are those of an independent contractor. Consultant is not an officer, employee, or agent of the City as those terms are used in ORS 30.265.

7. INDEMNIFICATION

City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement. Consultant warrants that all its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of a consultant’s work by City shall not operate as a waiver or release.

Consultant agrees to indemnify and save the City, its officers, agents, employees and volunteers and hold them harmless from any and all liability and all expenses incidental to the investigation thereof, to the extent such liability arose out of the professional negligent acts, errors, or omissions of Consultant or its subconsultants, agents, or employees in the performance of services under this Agreement. Consultant shall reimburse the City, its officers, agents and employees for all defense costs incidental to the investigation and defense of any claim, suit, or action, only to the extent that the Consultant’s liability or fault has been determined by adjudication or alternative dispute resolution or otherwise resolved by settlement agreement. Such reimbursement shall not exceed the proportionate liability or fault of the Consultant. Such indemnification shall also cover claims brought against the City under state or federal workers’ compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification.

8. INSURANCE

Consultant and its subconsultants shall maintain insurance acceptable to City in full force and effect throughout the term of this Agreement. Such insurance shall cover all risks arising directly or indirectly out of Consultant's activities or work performed, including the operations of its subconsultants of any tier. Such insurance shall be primary and non-contributory.

The policy or policies of insurance maintained by the Consultant and its subconsultant shall provide at least the following limits and coverage:

A. Commercial General Liability Insurance Consultant shall obtain, at Consultant’s expense, and keep in effect during the term of this Agreement, Commercial General Liability Insurance covering bodily injury and property damage on an occurrence form. This coverage shall include Contractual Liability insurance for the indemnity provided under this Agreement. The following insurance will be carried:

Coverage Limit General Aggregate $2,000,000 Products-Completed Operations Aggregate 2,000,000 Personal & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Damage to Rented Premises (each occurrence) 300,000 Medical Expense (any one person) 5,000

B. Professional Liability Insurance Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this Agreement, Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts. Combined single limit per claim shall not be less than $1,000,000. Annual aggregate limit shall not be less than $2,000,000 and filed on a claims-made form.

C. Commercial Automobile Insurance Consultant shall obtain, at Consultant’s expense, and keep in effect during the term of this Agreement, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles. The combined single limit per occurrence shall not be less than $1,000,000.

D. Workers’ Compensation Insurance Consultant, its subconsultants, if any, and all employers providing work, labor or materials under this Agreement who are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage that satisfies Oregon law for all their subject workers.

Out-of-state employers must provide workers’ compensation coverage for their workers that complies with ORS 656.126. Employer’s Liability Insurance with coverage limits of not less than $500,000 each accident shall be included.

E. Additional Insured Provision The Commercial General Liability Insurance and Commercial Automobile Insurance policies shall include the City, its officers, agents, employees and volunteers as additional insureds with respect to this Agreement.

F. Notice of Cancellation There shall be no cancellation, material change, exhaustion of aggregate limits or intent not to renew insurance coverage without 30 days written notice to the City. Any failure to comply with this provision will not affect the insurance coverage provided to the City.

Notice shall be provided to the City at the address listed below in the event of cancellation or non-renewal of the insurance.

G. Insurance Carrier Rating Coverages provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating.

H. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Consultant shall furnish a certificate of liability insurance to the City. This Agreement shall not be effective until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this Agreement. A renewal certificate will be sent to the address below no less than ten (10) days prior to coverage expiration.

Certificates of insurance should read “Insurance certificate pertaining to contract for on-call natural resources evaluation services.” City of Milwaukie, its officers, agents and employees shall be added as additional insureds with respects to this Agreement. “Insured coverage is primary” should read in the description portion of certificate.

I. Primary Coverage Clarification The Parties agree that Consultant’s coverage shall be primary to the extent permitted by law. The Parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section.

J. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in the general liability policy.

A certificate in a form satisfactory to the City that certifies the issuance of such insurance shall identify the City as the certificate holder and be forwarded to:

City of Milwaukie Attn: Finance 10501 SE Main Street Milwaukie, Oregon 97222 Procurement@milwaukieoregon.gov

Such policies or certificates must be delivered to and accepted by the City prior to commencement of work. The procuring of such required insurance shall not be construed to limit Consultant’s liability hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this Agreement.

9. CONTACT INFORMATION

A. All invoices shall be provided in writing and given by personal delivery, mail, or email.

Payments may be made by check or electronic transfer. The following addresses shall be used to transmit invoices, payments, and other financial information, and when so addressed shall be deemed given upon deposit in the United States mail or postage prepaid. In all other instances, invoices and payments shall be deemed given at the time of actual delivery. Changes may be made to the addresses of the departments to whom invoices and payments are to be given by giving written notice pursuant to this paragraph.

City – Accounts Payable Consultant – Accounts Receivable 10501 SE Main Street Milwaukie, Oregon 97222

[insert address]

Phone: 503.786.7535 Phone: [insert #] Email: ap@milwaukieoregon.gov Email: [insert address]

B. All notices and project correspondence shall be provided in writing and given by personal delivery, mail, or email. The following addresses shall be used to transmit notices and project-related information, and when so addressed shall be deemed given upon deposit in the United States mail or postage prepaid. In all other instances, notices and correspondence shall be deemed given at the time of actual delivery. Changes may be made to the names and addresses of the person to whom notices and correspondence are to be given by giving written notice pursuant to this paragraph.

City – Project Manager Consultant – Project Manager Attn: [project manager name] Attn: [project manager name] [insert address] [insert address] Phone: [insert #] Phone: [insert #] Email: [insert address] Email: [insert address]

10. MERGER

This writing is intended both as a final expression of the Agreement between the Parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement.

No modification of this Agreement shall be effective unless and until it is made in writing and signed by both Parties.

11. TERMINATION WITHOUT CAUSE

At any time and without cause, City shall have the right, in its sole discretion, to terminate this Agreement by giving written notice to Consultant. If City terminates the contract pursuant to this paragraph, it shall pay Consultant for services rendered to the date of termination.

12. TERMINATION WITH CAUSE

A. City may terminate this Agreement effective upon delivery of written notice to Consultant, or at such later date as may be established by City, under any of the following conditions:

1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds.

2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement.

3) If any license or certificate required by law or regulation to be held by Consultant, its subconsultants, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

4) If Consultant becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Consultant, if a receiver or trustee is appointed for Consultant, or if there is an assignment for the benefit of creditors of Consultant.

Any such termination of this Agreement under paragraph A shall be without prejudice to any obligations or liabilities of either Party already accrued prior to such termination.

B. City, by written notice of default (including breach of contract) to Consultant, may terminate the whole or any part of this Agreement:

1) If Consultant fails to provide services called for by this Agreement within the time specified herein or any extension thereof;

2) If Consultant fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize; or

3) If the City determines at any time during the term of this Agreement that the Consultant, or a subconsultant, to which the City awarded this Agreement, in whole or in part, is no longer or was never compliant with certification by the State of Oregon’s Certification Office for Business Inclusion and Diversity.

The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Consultant shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

If City terminates this Agreement under paragraph B of this section, Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Consultant bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Consultant. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

13. ACCESS TO RECORDS

City shall have access to such books, documents, papers and records of Consultant as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts.

14. FORCE MAJEURE

Neither City nor Consultant shall be considered in default because of any delays in completion and responsibilities due to causes beyond the control and without fault or negligence on the part of the Parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, pandemic, public health emergency, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subconsultant or supplies due to such cause; provided that the Parties so disenabled shall within ten (10) days from the beginning of such delay, notify the other Party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each Party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement.

15. NON-WAIVER

The failure of City to insist upon or enforce strict performance by Consultant of any of the terms of this Agreement or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion.

16. NON-DISCRIMINATION

Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Consultant also shall comply with the Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws.

17. ERRORS

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

18. AMENDMENTS

Only the City’s community development director, planning manager, or other designee may authorize changes to this Agreement. Consultant shall request in writing an amendment to the contract before additional services are provided and before compensation is adjusted. A contract amendment must be signed by both Parties before the amendment is effective and before additional services may be performed or payment made under this Agreement.

Failure of the Consultant to secure…