20231023-RFP-SouthbeachPlacemakingFINAL.pdf

Newport Urban Renewal Agency South Beach Placemaking Services RFP

CITY OF NEWPORT

169 SW COAST HWY

NEWPORT, OREGON 97365

phone: 541.574.5868 fax: 541.574.0644 http://newportoregon.gov

COAST GUARD CITY, USA

mombetsu, japan, sister city

NEWPORT URBAN RENEWAL AGENCY

CITY OF NEWPORT, OREGON

REQUEST FOR PROPOSALS

for

CONSULTING SERVICES TO

ENHANCE SOUTH BEACH PLACEMAKING

THROUGH IMPROVEMENTS TO LANDSCAPING,

PUBLIC ART, AND GATEWAYS

PROPOSALS DUE: December 1, 2023 by 5:00 pm

SUBMIT PROPOSAL TO:

Anna L. Iaukea Urban Renewal Project Manager City of Newport 169 SW Coast Highway Newport, Oregon 97365

NEWPORT URBAN RENEWAL AGENCY, NEWPORT, OREGON

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Table of Contents

1. INTRODUCTION

2. PROJECT OBJECTIVES

3. DRAFT SCOPE OF WORK

4. PROJECT SCHEDULE

5. BUDGET AND SOURCE OF FUNDS

6. PROJECT PROPOSAL REQUIREMENTS

7. SELECTION OF PROPOSALS

8. PROPOSAL SUBMITTAL INFORMATION

9. SCHEDULE

10. PUBLIC RECORDS DISCLOSURE

11. GENERAL AGENCY RESERVATIONS

12. DESIGNATED CONTACT

ATTACHMENT A – SAMPLE CONTRACT

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Request for Proposals Consulting Services to Enhance South Beach Placemaking Through Improvements to Landscaping, Public Art, and Gateways

1. INTRODUCTION

The Newport Urban Renewal Agency (hereinafter referred to as the Agency) is seeking proposals from qualified individuals, firms, and teams (hereinafter referred to as Consultant), with demonstrated experience in landscape design, gateway design, wayfinding signage and public art development, and preparation of community engagement plans in accordance with the City of Newport’s (hereinafter referred to as the City) South Beach / US 101 Refinement Plan.

2. PROJECT OBJECTIVES

The purpose of this project is to enhance South Beach’s sense of place by investing in landscaping, improving wayfinding, and adding amenities including public art.

Since the establishment of an urban renewal district in Newport’s South Beach area in 1983, the Agency has made progress in achieving its objectives but acknowledges that the South Beach area still faces key transportation, redevelopment, and placemaking barriers.

The Agency’s goal as part of this process is to promote a sense of place for residents and visitors that reflects the South Beach identity. This area features the Oregon Coast Aquarium, the Hatfield Marine Science Center, OMSI’s Camp Gray, the Port of Newport’s South Beach Marina and RV Park, Oregon Coast Community College, and the Newport Municipal Airport. In addition, residents of the Wilder community, a South Beach neighborhood designed to be a sustainable walkable neighborhood, will contribute to and benefit from South Beach services and amenities.

The Agency desires to complete a detailed plan to achieve the project objectives that will be used for final design and construction bidding purposes. A draft scope of work has been developed to achieve that objective.

3. DRAFT SCOPE OF WORK

This draft scope of work represents the Agency’s best estimate of the steps needed to accomplish the objectives for this project. The Agency is open to alternative approaches that may deviate from this scope to better meet project objectives.

Task 1: Project Kick-Off Timeline: January 2024

The purpose of the project kick-off is for Consultant to become familiar with the project area, local conditions, and with the City’s and Agency’s planning documents including the South Beach / US 101 Refinement Plan, for the parties to confirm the objectives of the project and refine the project schedule, and for the Agency to prepare for the Project. Consultant will contact City staff to arrange a date for a site visit, where they will meet with a group of City staff, Public Arts Committee members, and community stakeholders to tour the project area to familiarize themselves with the identified and potential sites for improvements; and wrap up the trip by meeting with City staff to confirm project expectations and data needs. Consultant will take information gleaned from this initial meeting to refine the project scope of work and develop a

Newport Urban Renewal Agency South Beach Placemaking Services RFP Page 4 of 13 proposed schedule outlining actions required for the completion of all tasks. City staff will provide Consultant with relevant background documents and GIS data. This can be done in advance of, or after the kick-off meeting, depending upon Consultant’s preference.

Task 1 Consultant Deliverables:

Site reconnaissance meeting notes summarizing results of the group discussion, field work, and photographs for reference and future work product

Refined scope of work and project schedule

Task 1 City Deliverables:

Background documents, including informational materials and relevant sections of the South Beach Urban Renewal Plan, the South Beach / US 101 Refinement Plan, and Municipal Code

Geospatial data layers in shapefile or equivalent format including, Urban Renewal Area (URA), tax lots, city limits, zoning, aerial imagery, building footprints, utilities, streets, terrain, hazard areas, wetlands, shoreland resources, natural areas, and the SE 35th St. development site

Construction drawings of the street pathway improvements, where available Attend and facilitate site visit with consultants Coordinate stakeholder engagement for site visit

Task 2: Community Outreach and Engagement Timeline: April 2024 – June 2024

Consultants will vet draft design concepts with the community via an online preference survey (with a hardcopy alternative) and a community meeting, and will present refined concepts at a public open house for a final round of community feedback prior to finalizing the Placemaking Plan.

Consultant, with support from City staff, will conduct a meeting with the Agency to obtain feedback on preliminary design concepts (as part of the Agency meeting to present items in Task

3) and confirm the approach to carrying out the online preference survey, the community meeting, and public open house.

Consultant will prepare questions for the survey, presentation materials for the community meeting, and prepare summaries of survey results and community meeting outcomes. Survey results and community feedback will be reviewed by City staff and Consultant and incorporated as applicable. Refined concepts will be presented at a public open house where Consultant will solicit a final round of feedback and coordinate with City staff on plan refinements. Consultant will prepare materials for the public open house and prepare a summary of the open house outcomes. City staff will support Consultant, reviewing and providing feedback on materials, coordinating meetings, and advertising the outreach activities. City staff will also prepare minutes for the Agency meeting.

Presentation materials prepared for the community meeting will be retained by the Agency for purposes of additional community outreach.

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Task 2 Consultant Deliverables:

Presentation materials for Agency meeting to confirm approach to the online preference survey, community meeting, and public open house (One Agency meeting for Tasks 2 and 3)

Web based and hardcopy preference surveys Attendance at the Agency meeting (video-conference participation is an option) Presentation materials and agenda for the community meeting and public open house Attendance at community meeting and public open house Summary of survey results and meeting outcomes

Task 2 City Deliverables:

List of existing groups and organizations for engagement Community meeting and public open house advertisements and notices Agency meeting minutes Coordinate location and provide staff support for community meeting and public open house

Task 3: Draft Placemaking Design Concepts Timeline: January 2024 – April 2024

Consultant will prepare a draft set of graphic placemaking design concepts to include the following components:

Determine design of landscaping along multi-use paths, including opportunities for removal of invasive species in public rights-of-way and hardscape options.

Determine the ideal location for the northern and southern gateways, the type of gateway feature, and other programmatic elements

Identify potential locations for public art installations, and establish parameters for the Public Arts Committee to commission pieces at those locations.

Evaluate current wayfinding signage and design wayfinding schema to address any gaps in the existing sign program.

Identify key starting points for the pathway system for visitors which would include amenities like seating areas, drinking water, and bathrooms. Key locations are identified in Exhibit 14 of the South Beach / US 101 Refinement Plan and could include the SW 26th/Marine Science Drive, Ferry Slip/35th Street, the Hatfield Visitors Center, and the Aquarium Overflow Lot

These components are to be designed as a cohesive pallet of amenities to enhance the identity and sense of place in South Beach and improve the overall navigability in the area.

Consultant, with support from City staff, will conduct a meeting with the Agency to solicit feedback on the draft placemaking design concepts, and to discuss and confirm desired outcomes of the community engagement process. This meeting will take place ahead of the online preference survey and community meeting to provide for incorporation of Agency comments prior to presenting draft design concepts to the community.

Task 3a: Landscaping Design Consultant will prepare draft landscaping designs (up to three concepts) consistent with the South Beach / US 101 Refinement Plan. Designs will present a coherent, complete, and

Newport Urban Renewal Agency South Beach Placemaking Services RFP Page 6 of 13 uniformly branded path and trail network, providing additional ways for people to travel around South Beach. The selected landscaping design will be used to prepare bid documents for project construction.

The landscaping design plan will include:

Detailed landscaping designs (up to three concepts) Identification of opportunities for hardscaping or other low maintenance landscaping design elements Identification of opportunities for removal of invasive species in public rights-of-way Identification of sites along the multi-use trail for amenities such as seating areas, drinking water stations, educational signage and other wayfinding elements, and public art.

Analysis of cost implications for the City for ongoing maintenance

City staff and the Agency will review and provide Consultant feedback on the draft landscaping designs.

Task 3a Consultant Deliverables:

Draft landscaping designs for review by City staff and presentation to the Agency (electronic copy and three hard copies)

Attendance at the Agency meeting (video-conference participation is an option). There will be one Agency meeting to present Tasks 2 and 3.

Presentation materials to illustrate landscaping design options for the online preference survey, community meeting, and public open house

Task 3a City Deliverables:

Agency meeting coordination, agenda preparation, minutes, and staff support Consolidated comments from the Agency on draft landscaping designs

Task 3b. Gateway and Public Art Design Guidelines

Gateways are elements in the built environment that indicate entrance into a distinct and different area, giving a sense of arrival and interconnectedness to the area as a whole. Northern and southern gateway sites have been identified in the Opportunities and Constraints Report.

For the Northern gateway, two potential locations have been identified: One near the exit ramp from US 101 onto Abalone Street and the other on the north side of Safe Haven Hill right after the Yaquina Bay Bridge on the east side of US 101. This gateway could include wayfinding signage that clearly directs visitors to key South Beach destinations after they exit the Yaquina Bay Bridge. The southern gateway will be established south of 35th Street in the space created by the closure of the connection from US 101 to Ferry Slip Road. Additional property may be acquired to accommodate development and gateway features. This will improve the arrival experience into South Beach and help businesses and other destinations off of US 101 that currently have limited visibility.

Public art elements will help enhance placemaking and incorporate the culture and identity of the area and make the multi-use paths iconic landmarks. Consultant will identify potential locations for public art installations and work with the Agency and Public Arts Committee to confirm priority areas to focus on first, such as the 35th St development site and along the multi-use path.

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Consultant will prepare draft gateway and public art design guidelines consistent with the South Beach / US 101 Refinement Plan. The design guidelines will include elements representative of the South Beach area, with the purpose of creating a unique identity tied into the landscape and existing assets in the area. Water-based themes related to the existing uses in the area as well as themes relating to the history of the area were the most popular among survey respondents during the public outreach process for the Refinement Plan. The gateway and public art design guidelines will be used to solicit detailed designs for fabrication and installation.

The gateway and public art design guidelines will include:

Identification of ideal locations for the northern and southern gateway projects within areas identified in the Opportunities and Constraints Report, and their compatibility with other placemaking and mobility/safety projects

Type of gateway feature and other programmatic elements of the site (three options), including the project envelope

Public art design options (up to three concepts) Order of magnitude cost implications for each option to include ongoing maintenance costs

City staff, the Agency, and the Public Arts Committee will review and provide Consultant feedback on the gateway and public art design options.

Task 3b Consultant Deliverables:

Draft gateway and public art design options (up to three concepts) for review by City staff, the Public Arts Committee, and the Agency

Attendance at a Public Arts Committee meeting (video-conference participation is an option) to get preliminary feedback on conceptual designs and to confirm priority areas.

Attendance at the Agency meeting (video-conference participation is an option). There will be one Agency meeting to present Tasks 2 and 3.

Presentation materials for the online preference survey, community meeting, and public open house to illustrate gateway and public art design options

Task 3b City Deliverables:

Public Arts Committee meeting coordination Public Arts Committee meeting minutes

Consolidated comments on draft gateway and public art design options

Task 3c: Wayfinding Signage Evaluation

Along US 101, there is a lack of wayfinding and welcoming signage to make it appealing to visitors. Wayfinding signage consolidation and improvements will create cohesive navigational assistance and lead people to key destinations. Along multi-use trails, wayfinding elements could be used to serve as connectors between the different areas in South Beach. Educational signage along the multi-use path could provide wayfinding opportunities, reinforce the identity of the area, and encourage visitors to further explore the area.

Consultant will evaluate the current wayfinding signage and determine shortfalls. If it is determined that the existing wayfinding system is incomplete, Consultant will provide recommendations for additional signage, consistent with the South Beach / US 101 Refinement

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Plan, Title X of the Newport Municipal Code, and the City of Newport Visitor Wayfinding guidelines. The draft wayfinding signage evaluation and recommendations will be developed based on discussions with City staff and the Agency.

City staff and the Agency will review and provide Consultant feedback on the draft wayfinding signage evaluation.

Task 3c Consultant Deliverables:

Draft wayfinding signage evaluation and recommendations Attendance at the Agency meeting (video-conference participation is an option). There will be one Agency meeting to present Tasks 2 and 3.

Presentation materials for the on-line preference survey, community meeting, and public open house to illustrate wayfinding signage recommendations.

Task 3c City Deliverables:

Consolidated comments on draft wayfinding signage evaluation

Task 4 Detailed Cost Estimate and Phasing Timeline: March 2024 – June 2024

Consultant will prepare a detailed cost estimate of the final design concepts from Task 3, identify priority projects, and provide a phasing schedule for the improvements.

City staff will schedule and provide notice and an agenda for one Agency meeting to review the draft cost estimate and phasing plan. Consultant will coordinate with City staff on meeting arrangements and facilitate the meeting.

Task 4 Consultant Deliverables:

Draft cost estimate and phasing plan Presentation materials to explain project prioritization and phasing to the Agency

Task 4 City Deliverable:

Task 5: Draft and Final Placemaking Plan Timeline: February 2024 – September 2024

Consultant will prepare a draft Placemaking Plan to include a summary of community involvement and feedback, the designs and guidelines defined in Task 3, and the detailed cost estimate and phasing plan defined in Task 4. The draft Placemaking Plan will be distributed to City staff, the Agency and the Public Arts Committee for a single round of comments.

City staff will conduct a meeting with the Agency to solicit feedback on the draft placemaking plan.

Consultant will revise the Placemaking Plan in response to feedback received and will produce a final Placemaking Plan. Any comments that could not be addressed or incorporated into the final Placemaking Plan will be provided in writing to the Agency with an explanation as to why they could not be addressed.

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The landscaping design plan shall be formatted in a manner suitable for use in the bidding process for construction and will include full size plans and specifications.

Task 5 Consultant Deliverables:

Draft Placemaking Plan (electronic copy and three hard copies) Attendance at the Agency meeting to present Draft Placemaking Plan (video-conference participation is an option) Final Placemaking Plan (electronic copy and three hard copies). This shall include bid ready documents for the landscaping design component

Task 5 City Deliverable:

Consolidated comments on draft Placemaking Plan

4. PROJECT SCHEDULE

Tasks are to be completed no later than September 30, 2024 to provide sufficient time to prepare bid documents, select contractors, and commission artists for project construction and installation.

Task Jan Feb Mar Apr May Jun Jul Aug Sep

1. Project Kickoff

2. Community Outreach

3. Draft Design Concepts

4. Draft Cost Estimate

5. Placemaking Plan

Legend

Kick-off / Site Reconnaissance Public Arts Committee Meeting

Public Engagement Activities Draft Placemaking Plan

Agency Meeting Final Placemaking Plan

5. BUDGET AND SOURCE OF FUNDS

A total of $125,000 has been budgeted for the Placemaking Plan. The funds draw from tax increment generated from the South Beach Urban Renewal District. There are no federal funds associated with this project. The Agency is open to adjustments in the scope of work to the extent necessary to stay within the project budget.

6. PROJECT PROPOSAL REQUIREMENTS

Proposals should be organized in the following format:

A. Cover Letter. Provide a cover letter, signed by a duly constituted official legally authorized to bind the proposer to both its proposal and cost estimate. The cover letter must include the

Newport Urban Renewal Agency South Beach Placemaking Services RFP Page 10 of 13 name, address, and telephone number of the proposer submitting the proposal and the name, title, address, telephone number, and email address of the person, or persons, to contact whom are authorized to represent the proposer and to whom correspondence should be directed.

B. Project Approach and Understanding. Provide a detailed description of the Consultant’s proposed approach demonstrating how the Agency’s objectives will be accomplished as outlined in the above draft Scope of Work. Clearly describe and explain the reason for any proposed modifications to the methods, tasks and products identified in the draft Scope of Work outlined in Section 3 of this RFP.

C. Project Organization and Team Qualifications. Identification of all services to be provided by the principal firm and those proposed to be provided by subcontractors and information regarding the firm(s) assigned to the project including size of firm(s) and overall capabilities of each as considered relevant to this project. Provide information regarding all personnel assigned as team members to this project including names, prior experience, position, role and level of responsibility in the project. The Agency reserves the right to reject any proposed firm or team member or to request their reassignment. The project manager shall be identified by name and shall not be changed without written approval by the Agency. The principal consulting firm must assume responsibility for any sub-consultant work and shall be responsible for the day-to-day management and direction of the project.

D. Project Timeline. Proposed timeline for accomplishing the project, including critical paths and milestones, and specific consulting staff by task based on the draft Scope of Work.

E. Project Coordination and Monitoring. Describe the process for ensuring effective communication between the Consultant, Stakeholders, and the Agency, and for monitoring progress to ensure compliance with approved timeline, budget, staffing and deliverables.

F. Proposed Cost of Services. Provide a budget summary broken down by task, time, personnel, and hourly rate, number of hours and cost for each team member including those employed by subcontractors. Fee information should be formatted to correspond to tasks identified in this RFP; however, this format may be modified to suit the consultant’s approach to this project. The summary shall include a budget for reimbursable expenses. The final cost of consulting services may be based on a negotiated detailed scope of work. The budget summary shall also include all required materials and other direct costs, administrative support, overhead and profit that will apply.

G. Similar Project Experience. Specific examples of comparable work which best demonstrate the qualifications and ability of the team to accomplish the overall goals of the project under financial and time constraints. Provide names, addresses and telephone numbers of clients associated with each of these projects. Through submission of a proposal, all respondents specifically agree to and release the Agency to solicit, secure and confirm information provided.

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7. SELECTION OF PROPOSALS

Proposals will be evaluated based on the following criteria:

Thoroughness, quality and conciseness of submittal. 20 pts.

Project understanding, local knowledge, and approach for accomplishing the Agency’s objectives.

20 pts.

Qualifications of the project manager and project team, and proven ability to successfully complete projects of similar scope.

20 pts.

Experience working with the public process. 10 pts.

Proposed cost of services and reasonableness and appropriateness as compared to all other proposals.

15 pts.

References from past and present clients. 15 pts.

Total 100 pts.

8. PROPOSAL SUBMITTAL INFORMATION

The Agency will make every effort to ensure that all proposers are treated fairly and equally throughout the entire advertisement, review and selection process. The information provided herein is intended to give all parties reasonable access to the same basic information.

Parties interested in submitting a proposal should contact Anna Iaukea, Urban Renewal Project Manager, at a.iaukea@newportoregon.gov, to indicate their interest in submitting a proposal and specify the manner to receive any amendments to the RFP.

Any amendments to this RFP will be in writing and will be issued to all persons or businesses that have indicated an interest to receive RFP amendments. No proposal will be considered if it is not responsive to any issued amendments.

Proposals may be submitted electronically via the email address listed above, or in hard copy form to the attention of the Urban Renewal Project Manager at Newport City Hall (169 SW Coast Highway, Newport, Oregon 97365).

9. SCHEDULE

October 20, 2023: Request for proposals released

November 3, 2023: Deadline for questions

November 10, 2023: Deadline for Agency to issue addenda (this will include a summarized list of questions and answers)

December 1, 2023: Proposals due by 5pm PST

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10. PUBLIC RECORDS DISCLOSURE

Information provided to the Agency will become property of the Agency and will be subject to public inspection after completion of the evaluation in accordance with Oregon Public Records Law, ORS 192.311 et seq. If an entity responding to this RFP believes that a specific portion of its response constitutes a “trade secret” under Oregon Public Records Law (ORS 192.345(2)) and is therefore exempt from public disclosure, the entity must clearly identify that specific information as a “trade secret.” Identification of information as a “trade secret” does not necessarily mean that the information will be exempt from disclosure. The Agency will make that determination based upon the nature of the information and the requirements of Oregon Public Records Law.

11. GENERAL AGENCY RESERVATIONS

Agency reserves the right to extend the submission deadline should this be in its best interest.

Proposers have the right to revise their proposals in the event that the deadline is extended.

Additionally, Agency has the right to withdraw this RFP at any time, and will notify proposers that the solicitation has been canceled. The Agency makes no representation that any contract will be awarded to any proposer responding to the RFP. The Agency reserves the right to reject any or all proposals. If in the Agency’s judgment, an inadequate number of proposals are received or the proposals received are deemed non-responsive, not qualified, or not cost effective, the Agency may, at its sole discretion, reissue the RFP, or cancel this solicitation.

12. DESIGNATED CONTACT

For questions regarding this RFP please contact Anna Iaukea, Urban Renewal Project Manager, City of Newport, at a.iaukea@newportoregon.gov.

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ATTACHMENT A – SAMPLE CONTRACT

Personal Services Agreement (rev. 3/2021)

NEWPORT URBAN RENEWAL AGENCY, OREGON

DRAFT PERSONAL SERVICES AGREEMENT

THIS AGREEMENT is between the Newport Urban Renewal Agency, an urban renewal agency, organized and existing under ORS Chapter 457 (Agency), and [Contractor name] (Contractor). This Agreement shall be effective when signed and dated by an authorized representative of each party.

RECITALS

A. On October 23, 2023, the Agency issued a Request for Proposals (RFP) to qualified individuals, firms, or teams for consulting services to complete a detailed plan to achieve the objective of enhancing South Beach’s sense of place by investing in landscaping, improving wayfinding, and adding amenities including public art.

B. Interested parties were given until 5:00 pm on December 1, 2023 to respond, and the Agency received [number of proposals received] proposals from qualified firms.

C. On December [date], 2023, proposals were reviewed and scored based upon the criteria contained in the RFP, and Contractor’s proposal was found to have best met those standards.

D. The Agency has selected Contractor to provide services under its public contracting rules.

TERMS OF AGREEMENT

1. SERVICES TO BE PROVIDED

Contractor shall provide the services outlined in the proposal attached as Exhibit A to this Agreement. To the extent there are any inconsistencies or conflicts between this Agreement and the attached Exhibit A, this Agreement shall control and prevail.

2. TERM

Once signed and dated by authorized representatives of each party, this Agreement will remain in effect, unless otherwise terminated or extended, until September 30, 2024.

3. COMPENSATION

Contractor shall be compensated as described in attached Exhibit A to this Agreement.

4. ASSIGNMENT / DELEGATION

Neither party shall assign or transfer any interest in or duty under this Agreement without the written consent of the other.

5. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR

Contractor certifies that:

A. Contractor acknowledges that Contractor is an independent contractor as defined by

ORS 670.600 and not an employee of the City of Newport, shall not be entitled to benefits of any kind to which an employee of the City of Newport is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore, in the event that Contractor is found by a court of law or any administrative agency to be an employee of the City of Newport for any purpose, Agency shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor receives (from Agency or third party) as a result of the finding and to the full extent of any payments that Agency is required to make (to Contractor or third party) as a result of the finding.

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

C. Contractor certifies that Contractor currently has a City of Newport business license or will obtain one prior to delivering services under this Agreement.

D. Contractor is not an officer, employee, or agent of the City of Newport as those terms are used 1 in ORS 30.265.

6. INDEMNIFICATION

Agency has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor 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. Acceptance of contractor’s work by Agency shall not operate as a waiver or release. Contractor agrees to indemnify and defend the Agency, its officers, agents, employees and volunteers and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments or other costs or expenses including attorney fees and witness costs (at both trial and appeal level, whether or not a trial or appeal ever takes place) that may be asserted by any person or entity which in any way arise from, during or in connection with the performance of the work described in this Agreement, except to the extent that the liability arises out of the negligence of the Agency or City and its employees. Contractor’s indemnification shall also cover claims brought against the Agency 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, the illegality or invalidity shall not affect the validity of the remainder of this indemnification.

7. INSURANCE

Contractor and its subcontractors shall maintain insurance acceptable to Agency in full force and effect throughout the term of this Agreement. The insurance shall cover all activities of the contractor arising directly or indirectly out of Contractor's work performed hereunder, including the operations of its subcontractors of any tier.

The policy or policies of insurance maintained by the Contractor and its subcontractor shall provide at least the following limits and coverages:

A. Commercial General Liability Insurance

Contractor shall obtain, at contractor’s expense, and keep in effect during the term of this Agreement, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an “occurrence” form (1996 ISO or equivalent). 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 1,000,000 Personal & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (Any one fire) 50,000 Medical Expense (Any one person) 5,000

B. Commercial Automobile Insurance

Contractor shall also obtain, at contractor’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.

C. Workers’ Compensation Insurance

The Contractor, its subcontractors, if any, and all employers providing work, labor or materials under this Agreement that are either subject employers that will comply with ORS 656.017 or employers exempt under ORS 656.126. Out-of-state employers must provide Oregon workers’ compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer’s Liability Insurance with coverage limits of not less than $500,000 each accident.

D. Additional Insured Provision

The Commercial General Liability Insurance and Commercial Automobile Insurance policies and other policies the Agency deems necessary shall include the Agency as an additional insured with respect to this Agreement.

E. 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 Agency.

Any failure to comply with this provision will not affect the insurance coverage provided to the Agency. The certificates of insurance provided to the Agency shall state that the insurer shall endeavor to provide 30 days’ notice of cancellation to Agency.

F. Certificates of Insurance

As evidence of the insurance coverage required by this Agreement, the Contractor shall furnish a Certificate of Insurance to the Agency. No contract shall be effective until the required certificates have been received and approved by the Agency. The certificate will specify and document all provisions within the Agreement. A renewal certificate will be sent to the Agency’s address 10 days prior to coverage expiration.

G. Primary Coverage Clarification

The parties agree that Contractor’s coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the Agency is excess and not contributory insurance with the insurance required in this section.

H. Cross-Liability Clause

A cross-liability clause or separation of insureds clause will be included in all general liability, professional liability, pollution, and errors and omissions policies required by this Agreement.

The procuring of required insurance shall not be construed to limit contractor’s liability under this Agreement. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this Agreement.

8. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS

All notices, bills and payments shall be made in writing and may be given by personal delivery or mail. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices and other information:

Agency Executive Director

City of Newport 169 SW Coast Hwy.

Newport, OR 97365 Phone: 541-574-0601

Contractor: [Name] [Title] [Company name]

[Address]

Notices mailed to the address provided for notice in this section shall be deemed given upon deposit in United States mail, postage prepaid. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery.

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

10. TERMINATION WITHOUT CAUSE

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

11. TERMINATION WITH CAUSE

A. Agency may terminate this Agreement effective upon delivery of written notice to

Contractor, or at such later date as may be established by Agency, under any of the following conditions:

1. If Agency 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, or terminated, 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

Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

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

5. If Agency determines that termination of this Agreement is in the best interest of the Agency.

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

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

2. If Contractor 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 Agency, fails to correct such failures within ten (10) days or such other period as Agency may authorize.

3. If Contractor fails to eliminate a conflict as described in Section 11 of this

Agreement.

The rights and remedies of Agency provided in the above clause related to defaults

(including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

If Agency terminates this Agreement under paragraph (B), Contractor shall be entitled to receive 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 Contractor bear to the total services otherwise required to be performed; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by Agency due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable attorney fees, and other costs of litigation at trial and upon appeal.

12. ACCESS TO RECORDS

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

13. FORCE MAJEURE

Neither Agency nor Contractor shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of nature or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause;

provided that the parties so disenabled shall within 10 days from the beginning of the delay, notify the other party in writing of the cause of delay and its probable extent.

The notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate the cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under this Agreement.

14. NON-WAIVER

The failure of Agency to insist upon or enforce strict performance by Contractor 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.

15. NON-DISCRIMINATION

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, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws.

16. ERRORS

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

17. EXTRA WORK

Only the Urban Renewal Agency Executive Director may authorize additional work not described in Exhibit A. Failure of Contractor to secure written authorization for work not described in Exhibit A shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Contractor thereafter shall be entitled to no compensation whatsoever for the performance of such work.

18. ATTORNEY FEES

In any action arising under this Agreement, the prevailing party shall be entitled to such sum as the court may award as reasonable attorney fees and court costs, including attorney fees and court costs on appeal.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of law principles. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon, and the parties hereby consent to venue in

Lincoln County Circuit Court, Oregon, unless exclusive jurisdiction is in federal court, in which case venue shall be in federal district court for the District of Oregon.

20. COMPLIANCE WITH STATE AND FEDERAL LAWS / RULES

Contractor shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers’ compensation insurance, health care payments, payments to employees and subcontractors and income tax withholding contained in ORS Chapter 279B, the provisions of which are hereby made a part of this Agreement. (See attached Exhibit B.)

21. SEVERABILITY / COUNTERPARTS

In the event any provision of this Agreement is unenforceable as a matter of law, the remaining provisions will stay in full force and effect. This Agreement may be executed in counterparts and a signed copy transmitted by facsimile or other electronic means, each of which will be deemed an original, but all of which taken together will constitute one and the same agreement.

URBAN RENEWAL AGENCY

Spencer Nebel, Executive Director Date

CONTRACTOR

[Name, Position, Firm] Date

EXHIBIT A

TO PERSONAL SERVICES AGREEMENT

EXHIBIT B

TO PERSONAL SERVICES AGREEMENT

RELEVANT PROVISIONS OF ORS CHAPTER 279B

279B.220 Conditions concerning payment, contributions, liens, withholding. Every public contract shall contain a condition that the contractor shall:

1. Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract.

2. Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract.

3. Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished.

4. Pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

279B.230 Condition concerning payment for medical care and providing workers’ compensation.

1. Every public contract shall contain a condition that the contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services.

2. Every public contract shall contain a clause or condition that all subject employers working under the contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126.

279B.235 Condition concerning hours of labor; compliance with pay equity provisions; employee discussions of rate of pay or benefits.

1. An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

2. In the case of contracts for personal services as described in ORS 279A.055, the contract shall contain a provision that the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are excluded under ORS

653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.

3. (a) Except as provided in subsection (4) of this section, contracts for services must contain a provision that requires that persons employed under the contracts shall receive at least time and a half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020 (1)(b)(B) to

(G) and for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater.

(b) An employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.