REQUEST FOR QUALIFICATIONS

FOR ARCHITECTURAL SERVICES

1.0 PURPOSE, BACKGROUND AND SCOPE OF WORK

1.01 PURPOSE

The City of Talent is requesting submittal of Qualifications for an Architectural Services provider based on the scope of work described herein to design the renovation of the Talent Community Resource Center at 49 Talent Ave.

1.02 BACKGROUND

The City has entered a contract for the purchase of the former Asante clinic building at 49 Talent Ave.

The purchase is scheduled to close by the end of September. The purchase and renovations are funded by a Community Development Block Grant (CDBG) received by the City from the US Department of Housing and Urban Development, and managed by Business Oregon, for the purpose of establishing a “Talent Community Resource Center.”

The building at 49 Talent Ave. formerly housed an Asante clinic building. It is a 3,974 square foot medical office building. A floorplan of the existing building is attached for reference (Exhibit A).

The primary anticipated use of the building will be as a medical clinic. The City is in negotiations with a non-profit healthcare provider regarding a long-term lease of the building. An important element of the CDBG application was to establish a permanent location for food distribution. The Asante building appears potentially well-suited to that purpose. The preliminary concept that the City had developed was to dedicate one or both of the large rooms at the rear of a building as a shared space that could be used by the tenant but also would be dedicated to food distribution for one afternoon per week. The building has a separate entrance and the area at the rear could be isolated from the rest of the building with relatively minimal improvements.

1.03 SCOPE OF WORK

1.03.1 Schematic Design of the renovations to be made.

1. Addition of secure door or doors to allow the food distribution area to be separated from the rest of the clinic.

2. Modifications to the room planned to house the food distribution “pantry” to accommodate the pantry and also to make the room functional and useful to other users.

3. All improvements will be made to the interior of the building and will not include any structural elements.

1.03.2 Consultation on the Schematic Design with the City and the prospective tenant.

1.03.3 Review of the building to identify other opportunities to improve the functionality of the building, including lighting upgrades for energy efficiency.

1.03.4 Preliminary budget estimate based on Schematic Design. Include options to best match overall budget for renovation.

1.03.5 Consultation with the City and prospective tenant on elements to include in final design.

1.03.6 Final design, including construction documents ready for bid and building permit submission.

1.04 ESTIMATED SELECTION & PROJECT SCHEDULE

September 2, 2025 – RFQ Issued September 16, 2025, 2 P.M. – Response deadline September 26, 2025 – Notice of intent to award

October 1, 2025 – Notice to proceed October 30, 2025 – Schematic design complete November 26, 2025 – Construction documents complete

1.05 EXPECTED NOT TO EXCEED AMOUNTS

The cost of constructing the renovations to 49 Talent Avenue is expected not to exceed $300,000.

The State of Oregon program guidelines limit architectural services to no more than 12% of construction costs. Therefore, the initial Not to Exceed (NTE) amount for the anticipated professional services contract solicited under this RFQ will be $25,000, with the ability to amend the contract upwards to $35,000.

2.0 PROCUREMENT REQUIREMENTS

2.01 SOLICITATION TYPE

Although the expected Not To Exceed (NTE) amount for this contract will be under $50,000, and therefore will be made as a Direct Appointment under State law and a micro-purchase under Federal regulations, the City is seeking multiple Respondents in the interest of transparency and ensuring open competition. The selection will be driven primarily by qualifications (see Section 3.03 below).

2.02 VOLUNTARY NOTICE OF INTENT TO SUBMIT QUALIFICATIONS

Those interested in submitting Qualifications should contact:

Alex Campbell via email:

acampbell@cityoftalent.org

Provide Company Name, Individual Contact name, email, and phone number. The purpose of this notice is to enable the City to provide any additional information or addenda to this RFQ to those interested.

2.03 SUBMITTAL

One (1) electronic copy submitted to:

Alex Campbell via email:

acampbell@cityoftalent.org

List in e-mail subject line: RFQ RESPONSE – 49 TALENT AVE ARCH SERVICES

RESPONSES MUST BE SENT AND RECEIVED BY THE CITY BY THE STATED DEADLINE.

2.04 RFQ REQUEST FOR CHANGE

Prospective Respondents may request a change or clarification to any provision, specification or Contract term contained in the RFQ, no later than September 12. If, at the City’s sole discretion, this RFQ is amended the due date will be amended as appropriate, leaving no less than five (5) business days from the issuance of the amendment to the new Submittal deadline. Any addenda will be posted on the City website and Oregon Buys and sent to any prospective respondents that have provided the voluntary notice of intent to submit qualifications (see 2.02 above).

All Addenda shall have the same binding effect as though contained in the main body of this RFQ.

Oral instructions or information concerning the specifications of the Project from an individual shall not bind the City of Talent.

2.05 COST OF PREPARATION OF RESPONSE

Each Respondent is responsible for all costs incurred in Submittal preparation and participation in the Submittal evaluation, Award and Contract negotiation processes.

2.06 SUBMITTAL REJECTION AND SOLICITATION CANCELLATION

The City of Talent may reject any and all Submittals prior to Contract execution and may cancel or mailto:acampbell@cityoftalent.org mailto:acampbell@cityoftalent.org postpone this RFQ at any time.

2.07 INITIAL NEGOTIATIONS

Once the City staff has scored and ranked each Respondent, the City Manager has the right to negotiate a final Contract and will begin negotiating a Contract with the highest ranked Respondent.

2.08 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 the RFQ, the RFQ on file with City of Talent shall govern.

2.8 CLARIFICATION OF RESPONSES

The City of Talent reserves the right to request clarification of any item in a Submittal or to request additional information necessary to properly evaluate a particular Submittal. All requests for clarification and responses shall be in writing.

2.9 REFERENCES

The City of Talent reserves the right to investigate references including clients other than those listed in the Submittal, if known. Investigation may include past performance of any Respondent with respect to its performance of similar projects, compliance with specifications and contractual obligations, its completion, or delivery of a project on schedule, and its lawful payment of employees and workers. Supportive references are required.

2.10 COLLUSION

A Respondent submitting a Submittal hereby certifies that no officer, agent or employee of the City of Talent has a pecuniary interest in this Submittal; that the Submittal is made in good faith without fraud, collusion or connection of any kind with any other Respondent and that the Respondent is competing solely in its own behalf without connection with, or obligation to, any undisclosed person or firm.

2.11 PUBLIC RECORDS

All Submittals and protests are public information after the Submittals have been opened and after the protest period ends. However, copies of Submittals will not be provided until the evaluation process has been completely closed and a Contract has been executed with the selected Respondent. Copies of public information may be requested by any person. Therefore, if the Respondent considers any part of its Submittal or protest a trade secret, or otherwise exempt from disclosure under the Oregon Public Records Law, ORS192.311 through 192.338, the Respondent shall clearly designate that portion as confidential in order to obtain protection, if any, from disclosure at the time of submission. See Oregon Revised Statutes 192.311 through 192.338, and

646.461 to 646.475. Application of the Oregon Public Records Law shall determine if the confidential information claimed to be exempt is in fact exempt from disclosure.

2.12 CERTIFICATION OF COMPLIANCE WITH DISCRIMINATION LAWS

Each Respondent, by submitting a Submittal in response to this RFQ, thereby certifies that it has not discriminated against minority, women or emerging small business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, as that term is defined in ORS 408.225, in obtaining any subcontracts, and that the Respondent is not in violation of any discrimination laws.

As a condition of receiving the award of a Contract under this RFQ, the successful Respondent shall certify, in accordance with ORS 279A.112 that it has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class.

2.13 SUBMITTAL VALIDITY

Submittals shall remain valid for a period of sixty (60) days following the deadline set for receiving

Submittals.

3.0 SUBMITTAL FORMAT, EVALUATION, AND SELECTION

3.01 SUBMITTAL FORMAT

The Submittal must be limited in format and length. All Submittals shall be typed and single- spaced, with font size no smaller than 11 point. Submittal pages shall be numbered consecutively. Format will be 8-1/2" x 11" with foldout sheets allowed up to maximum 11" x 17" in size. These sheets will be counted as two pages and shall be labeled as such. Length of the Submittal must be limited to a maximum of eight (8) numbered pages (excluding Examples of Projects). If there is any question as to format requirements, contact the City of Talent for clarification prior to Submittal. Any pages, not including Examples of Projects, that exceed the maximum number of pages shall not be evaluated.

The Submittals must be arranged in separate sections according to the Submittal content requirements described below.

• Cover letter

• Project approach & schedule

• Team Members (including resume(s))

• Examples of Projects-include project owner references

3.02 EVALUATION AND SELECTION PROCESS

An evaluation committee consisting of City of Talent staff will review and evaluate the Submittals. Each member will independently develop a rank-order list of the respondents based on the scoring criteria described below. The evaluation committee members may meet to discuss their reasoning for after completing their initial scoring and may amend their scoring based on that discussion. The City Manager may participate in the evaluation committee and will make a final selection based on input from other members of the evaluation committee, discussions with reference, and interviews (if any).

3.03 SUBMITTAL ELEMENTS and EVALUATION CRITERIA

Each Submittal must include responses covering the specific information requested below for each of the categories. Responses shall be presented by category in the order listed below and will be scored by the Evaluators using the number of points available for that category.

A. Cover Letter (0 - 25 points available) Each Submittal shall include a cover letter with the following:

a) A brief summary of Respondent’s experience designing commercial renovations;

b) A statement that the Submittal is valid for at least sixty (60) calendar days following the Submittal Submission Deadline;

c) A statement certifying that no one has a pecuniary interest in the Submittal; that the

Submittal is made in good faith without fraud, collusion, or connection of any kind with any other Respondent and that the Respondent is competing solely on its own behalf without connection with, or obligation to, any undisclosed person or firm.

d) A description of Respondent’s business structure;

e) Proposed cost basis for this contract; respondents may propose a fixed fee (if a fixed fee, break out key Project components such as Schematic Design, Cost Estimate, and Final Design) or reimbursement based on hourly rates (if using hourly rates, those rates must be provided); and

f) Firm philosophy.

B. Project Approach & Schedule (0 - 25 points available)

Submittals must demonstrate an understanding of Project requirements and the steps necessary to successfully meet the Project goals. Each Submittal must include the following:

a) A description of how the Respondent would approach the Project in order to maximize

Project benefits, provide Services in a timely manner, and ensure Project quality.

b) An outline of the elements of the Services to be performed.

c) A preliminary schedule.

C. Team Members (0 - 25 points available) Each Submittal shall identify the individual(s) that will provide the Project Services and include their assigned role in the project. List for each team member up to five (5) relevant projects in which they have served the same or similar role.

D. Example projects (0 – 25 points available) Each Submittal shall include a brief project description of up to five (5) similar projects, with client name and contact information.

Total available for all categories together is 100 points.

E. Oral Interviews (optional) (0 - 50 points available) An oral interview may be scheduled if it is determined by the City in its sole discretion to be in the best interests of the City. The Respondents with the highest final ranking of the written evaluation, but not more than three (3), may be invited to an oral interview. Each member of the evaluation committee available to participate on the City interview team will assign a score (0 to

50) to each oral interview. The average of the oral interview scores will be added to the average of the Submittal scores to generate a final score for each finalist.

F. Final Selection The City reserves the right to contract with the Respondent that offers the best combination of value and performance to the City based on the written evaluation, any oral interview, discussions with references, and other pertinent factors.

4.0 PROFESSIONAL SERVICES CONTRACT

City of Talent and the Successful Respondent shall execute the standard Personal Services Contract used by the City of Talent. (Attached as Exhibit B)

4.01 INSURANCE REQUIREMENTS

Minimum insurance requirements for the Respondent for the Contract are:

a) Workers Compensation as required by State Law.

b) General Liability and Employer's Liability: $2,000,000.

c) Professional Liability Insurance: $2,000,000.

d) Provide certificates.

Cost for insurance is understood to be part of Contractor’s overhead and profit, not as an expense item for the project.

4.02 LEGAL COMPLIANCE

Respondent shall comply with all applicable requirements of federal and state civil rights laws and rehabilitation statutes including the Americans with Disabilities Act.

4.03 EQUAL OPPORTUNITIES

Participation By Disadvantaged Business Enterprises (“DBE”), Minority-Owned Businesses-Woman- Owned Businesses, Businesses Owned by Service-Disabled Veterans (“SDV”) and Emerging Small Businesses (“ESB”) is encouraged.

Any Oregon firm that is certified as a disadvantaged business enterprise, minority-owned business, woman-owned business, business owned by a service-disabled veteran or emerging small business, as defined in ORS 200.005 and pursuant to ORS 200.055 (a “Certified Business Firm”), has an equal opportunity to participate in the performance of contracts.

By Submittal, Respondent certifies that it will make good faith efforts to ensure that Certified Business Firms are provided an equal opportunity to compete for and participate in the performance of any subcontracts, if any.

4.04 COMMUNITY DEVELOPMENT BLOCK GRANT REQUIREMENTS

The contract that the parties will enter into will contain the required provisions listed in Exhibit C.

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CITY OF TALENT, OREGON

PERSONAL SERVICES CONTRACT

Project Name ________________________________________________________________

City of Talent PO Box 445

Talent, Oregon 97540 Telephone: (541) 535-1566

Fax: (541) 535-7423

CONTRACTOR:

CONTACT:

ADDRESS:

PHONE:

EFFECTIVE DATE:

SERVICES BEGINNING DATE: SERVICES COMPLETION DATE:

STATEMENT OF WORK & COMPENSATION: See Exhibit A

EXHIBITS INCORPORATED HEREIN: A (including Supporting Documents), B, C, D, and E.

FINDINGS:

Pursuant to TMC 2.30.030 after reasonable inquiry and evaluation, the undersigned City Manager or a designee finds and determines that: (1) the services to be performed are personal services; (2) the City does not have adequate personnel or resources to perform the work; (3) the statement of work set forth in Exhibit A represents the City’s plan for utilization of such services; (4) the undersigned Contractor has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in Exhibit A within the time and financial constraints provided; (5) the Contractor’s proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable.

NOW THEREFORE, pursuant to TMC 2.30.030 and in consideration of the mutual covenants contained herein the City and Contractor agree as follows:

1. Findings/Recitations: The findings and recitations set forth above are true and correct and are incorporated herein by this reference.

2. Statement of Work: Contractor will provide the services set forth in the Statement of Work in attached Exhibit A and incorporated herein by this reference.

3. Compensation: City shall pay Contractor as set forth in Exhibit A. Should this Contract be terminated prior to completion of all Work, payments will be made for any phase of the Work completed and accepted as of the date of termination.

4. Supporting Documents/Conflicting Provisions: As set forth in Exhibit A, this Contract and any exhibits or Supporting Documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Contract itself shall control over any conflicting provisions in any of the exhibits or Supporting Documents.

5. All Costs Borne By Contractor: Contractor shall, at its own risk and expense, perform the Statement of Work described in Exhibit A and, unless otherwise specified in this Contract, shall furnish all labor, equipment, and materials required for the proper performance of such Work.

6. Qualified Work: Contractor has represented, and by entering into this Contract now represents, that all personnel assigned to the Work to be performed under this Contract are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded.

7. Independent Contractor: Contractor shall perform the work required by this Contract as an independent contractor, as certified in Exhibit B. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract. Contractor is not eligible for any social security, unemployment insurance, or workers’ compensation benefits from compensation or payments paid to Contractor under this Contract.

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8. Conflicts: Contractor represents and warrants that Contractor’s performance under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from performing under this Contract.

9. Subcontracts and Assignment: Contractor shall not subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of the City. Contractor agrees that if subcontractors or suppliers of materials or leases of equipment are utilized in the performance of this Contract, each such subcontractor, supplier, or equipment lessor (1) shall be notified of Contractor’s obligations under this Contract; (2) shall be notified they may be subject to Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws; and (3) shall be notified they are subject to the requirements and sanction of ORS Chapter 656, Workers’ Compensation.

10. No Third-Party Beneficiaries: City and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract give or provide any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

11. Successors in Interest: The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and approved assigns, if any.

12. Term and Termination:

a. Term

i. This Contract shall become effective on the date this Contract has been fully executed (the “Effective Date”) and shall continue in full force and effect until __________, _____, unless sooner terminated as specifically provided in subsection 12b.

ii. Contractor shall provide all services in accordance with the standards and specifications no later than the date indicated above and start performing the services under this contract by the beginning date indicated above and complete the services by the completion date indicated above. Contractor is not authorized to proceed with the services until all initial Contract requirements, including the Contract and certificates of insurance, have been fully executed and submitted to City in a suitable form.

iii. This Contract may be extended for no more than ______ (_) additional one-year term(s) upon mutual written consent of the parties.

b. Termination

i. The City and Contractor may terminate this Contract by mutual written agreement at any time.

ii. The City, on 30 days written notice to the Contractor, may terminate this Contract for any reason deemed appropriate in the City’s sole discretion.

iii. Either the City or the Contractor may terminate this Contract in the event of a breach of the

Contract by the other. Prior to such termination, however, the party seeking the termination shall give to the other party written notice of the breach and of the party’s intent to terminate. If the party has not entirely cured the breach within 15 days after receiving the notice, then the party giving the notice may terminate the Contract at any time thereafter by giving a written notice of termination.

iv. The Contractor shall be in default of this Contract if Contractor commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract. Further, Contractor shall be in default of this Contract if (1) Contractor ceases doing business on a regular basis of the type identified in its obligations under the Contract; (2) Contractor attempts to assign rights in or delegate duties under the Contract; (3) Contractor makes a general assignment for the benefit of creditors; (4) Contractor institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; or (5) Contractor loses any license, certificate or certification that is required to perform the work under this Contract;. In addition, if Contractor has qualified as a QRF for performing the work under this Contract and thereafter loses its QRF status pursuant to the QRF Rules, Contractor shall be in default of this Contract.

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v. Upon receiving a notice of termination of this Contract, Contractor will immediately cease all activities under this Contract, unless City expressly directs otherwise in such notice. Upon termination of this Contract, Contractor will deliver toCity all documents, information, works-in-progress and other property that are or would be deliverables had the Contract been completed.

Upon City’s request, Contractor will surrender to anyone City designates, all documents, research or objects or other tangible things needed to complete the services.

13. Payment on Early Termination:

a. If this Contract is terminated under 12.b.i or 12.b.ii, the City shall pay the Contractor for work performed in accordance with the Contract prior to the termination date.

b. If this Contract is terminated by the Contractor under 12.b.iii due to a breach by the City, then the City shall pay the Contractor as provided in subsection (a) of this section.

c. If this Contract is terminated under 12biii by the City due to a breach by Contractor, then the City shall pay Contractor as provided in subsection (a) of this section, subject to set off of excess costs, as provided for in section 14, Remedies.

14. Remedies:

a. In the event of termination by the City under 12.b.iii or 12.b.iv due to a breach by Contractor, then the

City may complete the work either itself, by contract with another contractor, or by a combination thereof.

In the event the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then Contractor shall pay to the City the amount of the reasonable excess.

b. The remedies provided to the City under section 12 and section 14 for a breach by the Contractor shall not be exclusive. The City also shall be entitled to any other equitable and legal remedies that are available.

c. In the event of breach of this Contract by the City, then Contractor’s remedy shall be limited to termination of the Contract and receipt of payment as provided in sections 12.b.iii and 13b.

15. Notices: Any notice or communication required or permitted under this Contract shall be provided in writing and sent by either Party to the other at the address set forth below will be deemed given and delivered (a) seventy-two (72) hours after being sent via a reputable commercial overnight courier or after being deposited with the U.S. Postal Service, sent via registered or certified mail, return receipt requested, postage prepaid, or

(b) when received if personally delivered.

If to the City:

City of Talent City Manager PO Box 445 Talent, OR 97540 Phone: (541) 535-1566

If to Contractor:

Project Manager’s Name: _________________________________ Project Manager’s Title: ___________________________________ Project Manager’s Address: _______________________________

Phone: _________________________ Fax # ___________________________ E-Mail __________________________

16. Maintenace of and Access to Records; Use of Work Products: Maintenace of and access to records and use of work products shall be in accordance with Exhibit E.

17. Compliance with Applicable Law: Contractor shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this contract, including without limitation those

COT Personal Services Contract 4 of 17 specified in attached Exhibit C. Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles the City to terminate this Contract for cause.

18. One Year Warranty

a. In addition to and not in lieu of any other warranties required under the Contract or bid specifications, Contractor shall make all necessary repairs and replacements to remedy, in a manner satisfactory to the City and at no cost to the City, any and all defects, breaks, or failures of the work occurring within one year following the date of substantial completion due to faulty or inadequate materials or workmanship.

Contractor shall also repair damage or disturbances to other improvements under, within, or adjacent to the work, whether or not caused by settling, washing, or slipping, when such damage or disturbance is caused, in whole or in part, from activities of the Contractor in performing its duties and obligations under this Contract when such defects or damage occur within the warranty period. The one-year warranty period shall, with relation to such required repair, be extended for one year from the date of completion of such repair.

b. If Contractor, after written notice, fails within ten days to proceed to comply with the terms of this section, City may have the defects corrected, and the Contractor and Contractor’s surety shall be liable for all expense incurred. In case of an emergency where, in the opinion of the City, delay would cause serious loss or damage, repairs may be made without notice being given to Contractor and Contractor or Surety shall pay the cost of repairs. Failure of the City to act in case of an emergency shall not relieve Contractor or Surety from liability and payment of all such costs.

19. Insurance: Contractor shall provide insurance in accordance with Exhibit D.

20. Indemnity: Contractor shall indemnify and hold the City harmless in accordance with Exhibit D.

21. Waiver: One or more waivers or failures to object by either party to the other’s breach of any provision, term, condition, or covenant contained in this Contract shall not be construed as a waiver of any subsequent breach, whether or not of the same nature.

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

23. Liquidated Damages: Recognizing that time is of the essence, and the expenses, delays and difficulties involved in proving in a legal or arbitration proceeding that actual loss has been suffered by the City, Contractor hereby agrees to pay City liquidated damages in the amount of 10 percent (10%) of the Contract price, or $500, whichever is greater, for each day work is not completed following the scheduled completion date.

24. Governing Law: This Contract shall be construed and interpreted in accordance with the laws of the State of Oregon without regard to conflict of laws principles. Any action or suits arising under this Contract must be brought in the Circuit Court for the State of Oregon, in Jackson County, Oregon. If the claim must be brought in a federal forum, then it must be brought and conducted in the United States District Court for the District of Oregon in Medford, Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue.

25. Dispute Resolution: Any dispute between the parties under this Contract that is not resolved through informal discussions may be submitted to mediation upon consent of both parties. The mediation shall be held in Jackson County Oregon, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. If informal discussion or mediation are unsuccessful, either party may initiate litigation to resolve the dispute, and neither party waives the right to a jury trial. The parties specifically disclaim any right to arbitration. The parties shall share any mediator’s fee and any filing fees equally. The parties will bear their own attorneys’ fees, expert witnesses’ fees, costs and expenses in mediation or litigation of disputes.

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

Commented [AC1]: Construction contracts only

Commented [AC2]: Construction contracts only

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27. Force Majeure: Neither party shall be held responsible for delay or default caused by fire, floods, earthquakes, or other acts of God beyond that party’s control. The City may terminate this Contract upon written notice after determining such delay or default will reasonably prevent successful performance of the Contract. In the event Force Majeure impacts the Work required by this Contract, the City may grant a reasonable extension of time, but there shall be no additional compensation paid to Contractor.

28. Business License: Contractor shall obtain a City of Talent business license as required by TMC 5.01 prior to beginning work under this Contract.

29. Amendments: This Contract may be amended only by written instrument executed by both parties with the same formalities as this Contract.

30. Nonappropriations Clause: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Contract within the City’s fiscal year budget. Contractor understands and agrees that City’s payment of amounts under this Contract attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor.

31. Counterparts: This Contract may be executed in counterparts, all of which when taken together constitute one agreement binding the parties. Each copy of the Contract so executed constitutes an original.

32. Merger Clause: THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE CONTRACT

BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS

CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH

WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE

SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, CONTRACTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING

THIS CONTRACT.

33. Contractor Data:

Contractor Business Name: _________________________________________________________ Phone: 541-821-1431 Fax: ____________________ E-Mail: ______________________________ Address: ________________________________________________________________________ Federal Tax ID #:___________________ -or- ☐ W-9 (attach) -or – SSN #____________________ State Tax ID #:_____________________ Talent Business Lic. # ____________________________ Citizenship: Nonresident alien: ☐Yes ☐No Business Designation (check one): ☐Corporation ☐Partnership ☐Nonprofit ☐Government ☐Individual ☐ Sole Proprietorship

Contract Signer’s Name: ____________________________________________________________ Contract Signer’s Title: ____________________________________________________________

Signer for Contractor understands that Exhibits A, B, C, D and E are an integral part of this Contract and agree that Contractor will perform the work described in Exhibit A in accordance with the terms and conditions of this Contract.

Signer for Contractor certifies that he or she is authorized to sign this contract on behalf of Contractor and to bind Contractor hereto.

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IN WITNESS WHEREOF the parties have caused this Contract to be signed in their respective names by their duly authorized representatives as of the dates set forth on the following page.

CONTRACTOR: CITY OF TALENT:

By: _________________________________ By: ________________________________ Signature City Manager or Designee

Print Name Print Name

Date Date

APPROVED AS TO FORM:

City Attorney Date

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EXHIBIT A

STATEMENT OF WORK, COMPENSATION

and

PAYMENT SCHEDULE

1. Supporting Documents

(a) The following documents are collectively referred to in this Exhibit as Supporting Documents. They provide background for interpreting the Contractor’s and the City’s obligations under the Contract to which this Exhibit is attached and are expressly incorporated into this Contract by reference.

i. City of Talent Request for Proposals, release date ____________________________.

ii. Contractor Proposal dated _____________________.

(b) This Contract, its exhibits, and the Supporting Documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Contract itself, and its Exhibits A through E, shall control over any conflicting provisions in any of the Supporting Documents identified in Provision 1(a) above. In the event of conflict between provisions of the Supporting Documents, the Supporting Documents shall be given precedence in the order listed in Provision 1(a) above.

2. Statement of Work:

(a) Subject to the terms set forth in the Supporting Documents, the work under the Contract to which this Exhibit is attached may be summarized as briefly as follows:

(b) Contractor shall, at its own risk and expense, perform the work described and furnish all labor, equipment, materials and permits required for the proper performance of the work described in the Supporting Documents.

(c) If the Contract requires Contractor to provide the City any goods:

i. Contractor represents and warrants that the goods are new, current, and fully warranted by the manufacturer. Delivered goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor, material and manufacture. Contractor shall transfer all warranties to the City.

ii. Deliveries will be F.O.B destination. Contractor shall pay all transportation and handling charges for the goods. Contractor is responsible and liable for loss or damage until final

COT Personal Services Contract 8 of 17 inspection and acceptance of the goods by the City. Contractor remains liable for latent defects, fraud, and warranties.

iii. The City may inspect and test the goods. The City may reject non-conforming goods and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If Contractor does not cure any defects within a reasonable time, the City may reject the goods and cancel this Contract in whole or in part. This paragraph does not affect or limit the City’s rights, including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC).

3. Compensation and Payment Schedule:

(a) Upon certification by the City Manager of Designee that the work under this Contract is complete and within 30 days of receipt of invoices, City agrees to pay Contractor for accomplishing all work required by this contract, including allowable expenses a total not to exceed $XXXX, with payments to be made monthly for work specified in submitted invoices and completed and in accord with the budget approved by the City of Talent and [list any grantor that approves].

City Staff Initials: ________ Date _______ Contractor Initials ________ Date _______

COT Personal Services Contract 9 of 17

EXHIBIT B

INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

1. INDEPENDENT CONTRACTOR STANDARDS

As used herein and in ORS chapters 316, 656, 657, 671 and 701, “independent contractor” means a person or business entity that provides services for remuneration and who, in the provision of the services, meets the following criteria of ORS 670.600.

2. BASIC REPRESENTATIONS

a. Contractor is free from direction and control over the means and manner of providing the services, subject only to the right of the City (a) to specify the desired results; (b) to determine (and modify) the delivery schedule for the work to be performed; and (c) to evaluate the quality of the completed performance.

b. Contractor is customarily engaged in an independently established business;

c. Contractor is licensed under ORS chapter 671 or 701 if the person provides services for which a license is required under ORS chapter 671 or 701; and

d. Contractor is responsible for obtaining other licenses or certificates necessary to provide the services.

e. Contractor represents and warrants that Contractor (a) is not currently an employee of the federal government or the State of Oregon; (b) meets the specific independent contractor standards of ORS

670.600 and represents and warrants that all subcontractors shall also meet such independent contractor standards; (c) is not entitled to, and expressly waives, all claims to City benefits such as health and disability insurance, paid leave, and retirement; and (d) is not eligible for any federal Social Security, unemployment insurance, state Public Employees’ Retirement System, or workers’ compensation benefits as a result of compensation or payments to Contractor under this Contract.

f. Contractor will be responsible for any federal or state taxes applicable to any compensation or payment paid to Contractor under this Contract.

3. ADDITIONAL REQUIREMENTS

Contractor meets the following conditions. (At least three of these conditions must be met.)

_____ Contractor maintains a business location that is separate from the business or work location of the person for whom the services are provided, or that is in a portion of a residence used primarily for the business of the Contractor.

_____ Contractor bears the risk of loss related to the business or the provision of services as shown by factors such as (a) Contractor enters into fixed-price contracts; (b) Contractor is required to correct defective work;

(c) Contractor warrants the services provided; or (d) Contractor negotiates indemnification agreements or purchases liability insurance, performance bonds or errors and omissions insurance.

COT Personal Services Contract 10 of 17

_____ Contractor provides contracted services for two or more different persons within a 12 month period, or the person routinely engages in business advertising, solicitation or other marketing efforts reasonably calculated to obtain new contracts to provide similar services.

_____ Contractor makes a significant investment in the business, through means such as: (a) purchasing tools or equipment necessary to provide the services; (b) paying for the premises or facilities where the services are provided; or paying for licenses, certificates or specialized training required to provide the services.

_____ Contractor has the authority to hire other persons to provide or to assist in providing the services and has the authority to fire those persons.

Contractor certifies that the above statements are true and correct.

Contractor Signature: _________________________________ Date ____________________________

COT Personal Services Contract 11 of 17

EXHIBIT C

(For Personal Services Contracts)

COMPLIANCE WITH APPLICABLE LAW

1. Contractor shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Contract, including without limitation, ORS 279A.120, ORS 279C.505 (Conditions Concerning Payment, Contributions, Liens, Withholding, Drug Testing), ORS 279C.510 (Demolition Contracts to Require Material Salvage; Lawn and Landscape Maintenance Contracts to Require Composting or Mulching), ORS 279C.515 (Conditions Concerning Payment of Claims by Public Officers, Payment to Persons Furnishing Labor or Materials and Complaints), ORS 279C.520 (Conditions Concerning Hours of Labor), ORS 279C.530 (Conditions Concerning Payment for Medical Care and Providing Workers’ Compensation), ORS 279C.570 (Prompt Payment Policy; Progress Payments; Retainage; Interest; Exception; Settlement of Compensation Disputes), and ORS 279C.580 (Contractor’s Relations with Subcontractors).

2. Without limiting the requirements of section 1 of this Exhibit C, Contractor expressly agrees to comply with: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996;

(vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended;

(viii) ORS Chapter 659, as amended; (ix) all regulations and administrative rules established pursuant to the foregoing laws; and (x) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. A condition or clause required by law to be in this Contract shall be considered included by these references.

3. Without limiting the requirements summarized in section 1 of this exhibit, Contractor shall comply fully with the provisions of ORS 279C.800 through 279C.875 (including OAR Chapter 839 Division 25) concerning prevailing wage. Those provisions and the applicable rates, as determined by the Commissioner of the Bureau of Labor and Industries (BOLI), are shown on the BOLI website. Without limiting the generality of the foregoing, each worker in each trade or occupation employed in the performance of the Work either by Contractor, a subcontract tor, or other person doing or contracting to do or contracting for the whole or any part of the Work required by this Contract, must be paid not less than the applicable state prevailing rate of wage, or any applicable federal prevailing rate of wage, whichever is higher.

4. Without limiting the requirements summarized in section 1 of this exhibit, in full compliance with ORS 279C.505(1), Contractor shall (i) make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the Work required under the Contract; (ii) pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred

COT Personal Services Contract 12 of 17 in the performance of the Contract; (iii) 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; and (iv) pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

5. Contractor specifically represents and warrants to the City per ORS 279B.045 that Contractor shall, throughout the term of this Contract, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including tax withholding requirements and including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Contractor; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. Further, Contractor represents and warrants to the City that Contractor has faithfully complied with the foregoing provisions for a period of no fewer than six (6) calendar years preceding the Effective Date of this Contract.

6. Without limiting the requirements summarized in Section 1 of this exhibit, by executing and returning the Contract to which this Exhibit C is attached, the Contractor certifies, represents and warrants to the City that a Qualifying Employee Drug-testing Program as required in ORS 279C.505(2) is in place at the time of execution and will continue in full force and effect for the duration of this contract, and that Contractor will comply with the provisions of subsection (a) below. Contractor expressly agrees that the City’s performance obligation (which includes, without limitation, the City’s obligation to make payment) is contingent on Contractor’s compliance with this representation and warranty.

(a) Contractor’s drug testing program shall include the following:

i) Required drug testing will be administered to (1) each employee who will be working on the Public Improvement project job site (“Subject Employee”) every 12 months on a random selection basis or each Subject Employee who is new to working on the Public Improvement project job site; and (2) Subject Employees who will be working on the Public Improvement project job site if the Contractor has reasonable cause to believe the Subject Employee is under the influence of drugs.

ii) Contractor will require each subcontractor providing labor for the project to(1) demonstrate to the Contractor that it has a Qualifying Employee Drug-testing Program for the subcontractor's Subject Employees, and represent and warrant to the Contractor that the Qualifying Employee Drug-testing Program is in place at the time of subcontract execution and will continue in full force and effect for the duration of the subcontract; or (2) require that the subcontractor's Subject Employees participate in the Contractor's Qualifying Employee Drug-testing Program for the duration of the subcontract.

7. Contractor agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Contract when employed by Contractor. Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Contractor agrees not to discriminate against a disadvantaged business enterprise, minority-owned business, woman-owned business, a business that a service-disabled veteran owns or an emerging

Commented [AC3]: Construction contract only

COT Personal Services Contract 13 of 17 small business enterprise certified under ORS…