CITY OF NEWPORT, OREGON

REQUEST FOR PROPOSALS

US 101 and 9th Street Couplet

30% Engineering Design Services

Project No. 2025-023

PROPOSALS DUE:

September 22, 2026 — 5:00 PM Pacific Time

30% Design Completion:

May 25, 2027

Submit Proposals to:

Anna Iaukea, Urban Renewal Project Manager

City of Newport — Community Development Department 169 SW Coast Highway, Newport, OR 97365 a.iaukea@newportoregon.gov Questions: Anna Iaukea | a.iaukea@newportoregon.gov

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Request for Proposals Schedule The City anticipates the following tentative timeline. This schedule is subject to change if it is in the City’s best interest to do so.

Activity Date

Advertise Request for Proposals August 25, 2026

Deadline to Submit Questions September 8, 2026

Last Date for Addenda September 15, 2026

Proposals Due September 22, 2026

Evaluation of Proposals Complete October 6, 2026

Notify Proposers of Interviews (if necessary) October 7, 2026

Proposer Interviews (if necessary) October 13-14, 2026

Notice of Intent to Award October 15, 2026

Contract Negotiations October 15–22, 2026

City Council Approval November 2, 2026

Notice of Award November 5, 2026

Notice to Proceed (NTP) November 9, 2026

Substantial Completion May 31, 2027

1. General

1.1 Introduction

The City of Newport is soliciting Proposals from qualified engineering Consultants to prepare 30% design plans for the US 101 and 9th Street Couplet Project (“Project”). The selected Consultant will provide professional engineering services including project management, survey, preliminary engineering design, utility coordination, right-of-way analysis, and public and property owner outreach. Major project components include:

• Project Management

• Site Assessment and Data Gathering

• Topographic and Boundary Survey and Base Map Preparation

• Pre-construction Monument Preservation Survey

• Existing Pavement Section Evaluation

• 30% Civil Engineering Design Plans

• Utility Conflict Identification and Preliminary Relocation Requirements

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• Right-of-Way Needs Analysis and Preliminary Acquisition Plan

• Public Outreach and Property Owner Outreach

• Coordination with the Oregon Department of Transportation (ODOT)

• Project Closeout

1.2 Background

US Highway 101 serves residents and visitors traveling along the Oregon Coast and within Newport. The highway traverses downtown Newport and creates a significant barrier to travel within the downtown core. High vehicle volumes on US 101 generate congestion and delay, which limits access to local businesses and the hospital, and fosters an auto-oriented environment. Limited right-of-way results in narrow sidewalks, narrow on-street parking, and no bicycle facilities, which constrains economic development and tourism relative to other areas of the City.

The City of Newport’s 2022 update to the Transportation System Plan (TSP) evaluated three circulation alternatives for the US 101 downtown corridor: two one-way couplet configurations pairing Highway 101 southbound with SW 9th Street northbound, and one option retaining the existing two-way highway alignment. Following rigorous evaluation of safety, multimodal access, economic development potential, and community input, the Short Couplet—pairing Highway 101 (southbound) with SW 9th Street (northbound) between SW Angle Street and SW Abbey Street—was identified as the preferred alternative. This option provides increased right-of-way width, wider sidewalks, protected bicycle facilities, more functional parking, and additional properties fronting a redesigned corridor to support economic revitalization.

Building on the TSP, the City completed the Newport City Center Revitalization Plan (NCCRP) in September 2025. The NCCRP confirms the Short Couplet as the foundational transportation improvement needed to achieve the City’s vision for a walkable, mixed-use downtown with vibrant streetscapes, improved safety for all users, and conditions supportive of housing and economic development. The Couplet is projected to reduce vehicle/pedestrian/cyclist conflict points from 58 to 27 and reduce pedestrian crossing distances from 56 feet to 24 feet.

In addition to the roadway reconfiguration, the NCCRP identifies complementary streetscape and placemaking investments supported by the Couplet, including designated festival streets on SW Alder Street and SW Lee Street that will accommodate angled parking and landscaped areas during normal operations while providing space for temporary closures to support markets, food trucks, and community events, and relocation of the transit stop and shelter serving City Hall to a reconfigured location north of its current site as part of a broader “City Hall Transit Hub” improvement. The TSP further identifies improvements to the US 101/US 20 intersection (TSP Project INT4) as a companion improvement to the Couplet, including a second southbound left-turn lane from US 101 to eastbound US 20, associated widening along US 101 and US 20, and conversion of the US 101/NE 1st Street intersection to right-in, right-out movements; the Consultant shall coordinate the 30% design with the anticipated configuration of this intersection improvement.

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Figure 1: Conceptual Couplet Alignment (Source: Newport City Center Revitalization Plan, p. 14)

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Figure 2: US 101 and SW 9th Street Conceptual Cross-Sections (Source: Newport City Center Revitalization Plan,

p. 18)

This RFP initiates the engineering phase of the project by engaging a qualified Consultant to develop 30% design plans that will establish project parameters, confirm right-of-way needs, identify utility conflicts and relocation requirements, and support the City’s ongoing engagement with ODOT, property owners, and the public.

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2. Proposed Scope of Work The Consultant shall provide all materials, labor, and professional services necessary to prepare 30% design plans and related deliverables for the US 101 and 9th Street Couplet. This includes coordination with the planned US 101/US 20 intersection improvement identified as Project INT4 in the Newport TSP, to ensure the 30% design is compatible with that project’s anticipated configuration. The scope includes the following tasks:

TASK 1: PROJECT MANAGEMENT

1.1 Project Administration Plan (PAP): The Consultant shall prepare and maintain a Project Administration Plan to direct, coordinate, and monitor all project activities with respect to budget, schedule, and contractual obligations. The PAP shall be updated biweekly and submitted to the City.

1.2 Project Kickoff Meeting: The Consultant shall prepare an agenda, invite necessary attendees, and facilitate a project kickoff meeting with City staff to review the project scope, confirm specific requirements, collect existing data, and establish the project schedule.

1.3 Progress Meetings and Coordination: The Consultant shall provide a minimum of biweekly conference calls or meetings with City personnel to review project progress, discuss challenges and findings, and review early results. The Consultant shall also participate in periodic coordination meetings with ODOT as needed throughout the project. The City will facilitate introductions and assist in coordination between the Consultant and ODOT personnel.

1.4 Subconsultant Management: The Consultant shall manage all subconsultants on the design team and ensure their work is consistent with project requirements and schedule.

1.5 Monthly Invoices and Budget Tracking: The Consultant shall prepare monthly invoices accompanied by a summary of budget status showing costs to date and percent complete by task.

1.6 Quality Assurance / Quality Control (QA/QC): The Consultant shall conduct internal QA/QC reviews throughout the project and follow up with technical experts as needed to ensure deliverable accuracy and quality.

TASK 2: SITE ASSESSMENT AND DATA GATHERING

2.1 Site Reconnaissance: The Consultant shall perform initial site reconnaissance to review existing conditions, document the corridor with photographs, verify required survey data, and identify issues that may impact design.

2.2 Existing Data Collection: The Consultant shall meet with the City to gather available as-built drawings, GIS data, utility records, and other relevant documents for the project corridor.

2.3 Traffic and Multimodal Data: The Consultant shall coordinate with the City and ODOT to obtain relevant traffic counts, turning movement data, and multimodal conditions information needed to inform the 30% design.

TASK 3: SURVEY WORK

3.1 Topographic Survey: The Consultant shall perform a topographic survey of the project corridor sufficient to support 30% design. The survey shall establish horizontal and vertical datums consistent with ODOT standards to ensure compatibility with any ODOT-held survey data for the corridor.

3.2 Boundary Survey: The Consultant shall perform a boundary survey of the project corridor to establish existing right-of-way limits and identify properties potentially affected by the project, including

RFP for US 101 and 9th Street Couplet 30% Design Page 7 those requiring right-of-way acquisition. Title reports for impacted properties shall be coordinated with the City.

3.3 Pre-Construction Monument Preservation Survey: The consultant shall prepare a pre-construction monument preservation survey to find and document existing survey markers within the project area and establish reference ties. The consultant will file the pre-construction monument preservation survey with the Lincoln County Surveyor’s Office.

3.4 Base Map Preparation: The Consultant shall prepare an AutoCAD or MicroStation base map incorporating survey data, utility locations, and other relevant features for use in project design.

Because ODOT’s standard CADD platform is MicroStation, and a portion of the corridor (SW 9th Street) is anticipated to transfer to ODOT ownership, the Consultant shall confirm final design file format and CADD compatibility requirements with ODOT Region 2 at project kickoff and be prepared to deliver files compatible with ODOT’s CADD standards.

TASK 4: PAVEMENT EVALUATION

4.1 Field Investigation: The Consultant shall perform a field investigation to evaluate the condition of the existing pavement section throughout the project corridor, including US 101 and SW 9th Street.

4.2 Pavement Report: The Consultant shall prepare a pavement evaluation report providing findings and recommendations for pavement rehabilitation or reconstruction alternatives to inform the 30% design. The report shall specifically address structural section and reconstruction depth requirements for the SW 9th Street couplet segment anticipated to transfer to ODOT ownership, evaluated against ODOT pavement design standards for the anticipated traffic loading.

4.3 Geotechnical Investigation: The Consultant shall perform a geotechnical investigation, including subsurface borings at intervals sufficient to characterize pavement section, subgrade conditions, and structural section requirements along the corridor, with particular attention to the SW 9th Street segment anticipated to transfer to ODOT ownership. The geotechnical report shall provide recommendations for pavement reconstruction depth, subgrade treatment, and structural section design consistent with ODOT design standards.

TASK 5: 30% CIVIL ENGINEERING DESIGN

The Consultant shall provide labor, equipment, and materials to develop the 30% project design.

Deliverables shall include 30% design drawings. The design shall address, but is not limited to, the following elements:

• Roadway reconfiguration and lane geometry for the Short Couplet alignment (US 101 southbound / SW 9th Street northbound)

• Pavement widening and rehabilitation as needed

• ADA-compliant pedestrian ramps at curb returns

• New and reconstructed curb, sidewalk, and driveway approaches

• Protected bicycle lanes and multimodal facilities consistent with the NCCRP cross-sections

• On-street parking layout, including strategic reconfiguration of side streets

• Intersection geometry and traffic control, including coordination with ODOT on signal warrants and locations

• 30% design of the US 101/US 20 intersection improvements identified as TSP Project INT4, including a second southbound left-turn lane from US 101 to eastbound US 20, associated

RFP for US 101 and 9th Street Couplet 30% Design Page 8 widening along US 101 and US 20, and conversion of the US 101/NE 1st Street intersection to right-in, right-out movements, to the same level of design as the remainder of the corridor.

• Street tree locations and streetscape elements consistent with NCCRP design guidance

• Storm sewer and drainage improvements; a drainage report shall be prepared analyzing existing and proposed storm piping for appropriate sizing within the project corridor (stormwater quality treatment, detention, or downstream analysis are not required at this phase)

• Preliminary opinion of probable construction cost based on the 30% design, reflecting anticipated quantities and unit costs for major project elements.

• Preliminary civil design for relocation of the transit stop and shelter adjacent to City Hall to the location shown north of the existing stop on the NCCRP “City Hall Transit Hub” concept diagram (NCCRP p. 25), including preliminary boarding area, shelter pad, and site circulation.

• Coordination of the Couplet’s north terminus geometry with the planned US 101/US 20 intersection improvement (TSP Project INT4) to ensure a compatible transition between the two projects.

TASK 6: UTILITY IDENTIFICATION AND PRELIMINARY RELOCATION REQUIREMENTS

6.1 Utility Mapping: The Consultant shall identify and map all known existing utilities within and adjacent to the project corridor, using available records, as-built drawings, one-call locates, and field verification as appropriate.

6.2 Conflict Analysis: The Consultant shall perform a preliminary utility conflict analysis to identify utilities that may require relocation, protection, or adjustment based on the proposed roadway improvements.

6.3 Coordination with Utility Owners: The Consultant shall coordinate with utility owners to gather information about existing facilities and obtain preliminary input on relocation needs, costs, and schedules.

6.4 Preliminary Relocation Summary: The Consultant shall prepare a summary of anticipated utility conflicts and preliminary relocation requirements for inclusion in the 30% design submittal.

TASK 7: RIGHT-OF-WAY NEEDS ANALYSIS

7.1 ROW Needs Determination: The Consultant shall establish right-of-way needs for the proposed roadway improvements based on the 30% design, identifying parcels requiring acquisition, temporary construction easements, or other property rights.

7.2 Private Parking Reconfiguration Options: The Consultant shall identify private parking lots that may be affected by the project and develop preliminary reconfiguration options for affected properties.

7.3 Legal Descriptions and Map Exhibits: The Consultant shall prepare preliminary right-of-way and easement acquisition legal descriptions and corresponding map exhibits for parcels identified as requiring acquisition under Task 7.1, suitable for use in property owner negotiations and subsequent conveyance.

TASK 8: PUBLIC OUTREACH AND PROPERTY OWNER ENGAGEMENT

8.1 Public Outreach Meetings: The Consultant shall attend and prepare exhibits and presentation materials for up to two (2) public outreach meetings to present the 30% design, gather community feedback, and respond to questions. The Consultant shall prepare meeting summaries documenting key feedback.

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8.2 Property Owner Outreach: The Consultant shall support the City in individual outreach to property owners whose parcels are identified as potentially affected by right-of-way needs or utility relocations. This shall include preparation of project exhibits and supporting documentation to facilitate property owner meetings.

8.3 Business Community Coordination: The Consultant shall prepare materials to support City-led outreach to downtown businesses regarding potential construction impacts, access implications, and project phasing. The City will lead direct communications with the business community.

TASK 9: ODOT COORDINATION

9.1 ODOT Design Coordination: The Consultant shall coordinate with ODOT throughout the 30% design process given that the project corridor includes portions of the US 101 state highway right-of-way.

The Consultant shall share design files and coordinate to ensure compatibility with ODOT’s design standards and any concurrent ODOT projects in the vicinity.

9.2 ODOT Design Review: ODOT shall have the opportunity to review the 30% design documents for compatibility with the state highway system. The Consultant shall incorporate ODOT comments as appropriate and document any outstanding issues for resolution in subsequent design phases.

9.3 ODOT Permit Coordination: The Consultant shall identify required ODOT permits and approvals for work within state right-of-way.

9.4 Access Management Coordination: The Consultant shall evaluate the proposed roadway configuration against ODOT’s access management standards (OAR 734-051) and coordinate with ODOT regarding approach spacing, driveway consolidation, and any access management plan implications of the 30% design.

9.5 Freight Mobility Coordination: The Consultant shall evaluate the effects of the proposed Couplet configuration on freight mobility along the state highway system and coordinate with ODOT’s freight and rail unit as needed regarding turning movements, lane and intersection geometry, and loading zone accommodations for freight vehicles.

TASK 10: PROJECT CLOSEOUT

10.1 30% Submittal Package: The Consultant shall prepare and submit a complete 30% design submittal package including design drawings, preliminary cost estimate for advancing design to 90%, utility conflict summary, right-of-way needs summary, drainage report, pavement evaluation report, and project schedule for the subsequent design phases.

10.2 City Design Review: The Consultant shall participate in a 30% design review meeting with City staff, respond to City comments in writing, and revise documents accordingly.

10.3 Electronic Files: Upon project completion, the Consultant shall provide the City with all electronic project files including AutoCAD or MicroStation design files, PDF deliverables, survey data, and supporting technical documents.

3. Proposal Content Proposals shall be limited to ten (20) single-sided pages, not including resumes, reference project sheets, or required certifications. The City is not interested in brochures, boilerplate, or general information not directly relevant to this project. Proposers are encouraged to provide clear, concise, and responsive content addressing the items below.

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3.1 Introductory Letter

Each proposal shall include a cover letter that:

• Is addressed to Anna Iaukea, Urban Renewal Project Manager, City of Newport, and is signed by an officer of the firm authorized to bind the firm to all statements in the proposal.

• Provides contact information including telephone number(s), email address(es), and the physical address to which correspondence should be directed.

• Acknowledges that the Proposer accepts all terms and conditions contained in this RFP and supporting documents.

• Identifies the person(s) authorized to represent the Proposer in negotiations and to execute any resulting contract.

• Confirms that the Proposer and all applicable subconsultants hold the licensure required to practice engineering in the State of Oregon.

3.2 Project Understanding

The proposal shall clearly describe the team’s understanding of the project requirements, goals, challenges, and objectives, including the relationship of this 30% design effort to the City’s TSP, and the Newport City Center Revitalization Plan.

3.3 Project Approach

The proposal shall outline the Consultant’s methodology for completing all tasks within the proposed scope of work, including any suggested variations. Suggested variations from the proposed scope shall be accompanied by a detailed explanation of the rationale and benefits to the City. The approach shall clearly identify any subconsultants and the specific tasks for which they are responsible.

3.4 Project Schedule

The proposal shall include a proposed project timeline for all tasks within the scope of work, consistent with the May 31, 2027 target for 30% design completion. The schedule should identify key milestones, design review periods, ODOT coordination points, and public outreach events.

3.5 Team Qualifications and Key Personnel

The proposal shall identify all key personnel proposed for the project, including their roles, relevant qualifications, and level of effort. The proposal shall describe the Consultant’s organizational structure for the project and identify any subconsultants and their roles.

3.6 Experience and References

The Proposer shall provide a list of at least five (5) similar projects completed within the last five (5) years that best demonstrate the team’s qualifications and relevant experience. For each project, include:

• Project name, location, and brief description

• Relevant scope elements (e.g., highway design, couplet/one-way conversion, urban streetscape, ODOT coordination, utility relocation, ROW acquisition support)

• Approximate construction cost and design fee

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• Completion date

• Client name and current contact information (name, phone, email)

4. Selection Criteria The City is using a Qualifications-Based Selection (QBS) process as required under ORS 279C.100 to 279C.125 for architectural, engineering, photogrammetric mapping, transportation planning, and land surveying services procurements of this scope and estimated cost. Selection of the most qualified Proposer will be made without regard to the price of services. Following selection, the City and the selected Consultant will enter into fee negotiations. If the City and the selected Consultant are unable to reach agreement on a fair and reasonable fee, the City reserves the right to terminate negotiations and proceed to the next most qualified Proposer.

Proposals will be screened and ranked using the following criteria:

Evaluation Criterion Points

Introductory Letter 5

Project Understanding and Approach 35

Proposed Schedule 15

Experience and References 25

Team / Key Personnel 20

Interview Results (if conducted) 20

Total Score (up to 100; up to 120 if interviews conducted) 100 / 120

Proposers are encouraged to address all evaluation criteria in their proposals. Proposers may include additional information they consider relevant to their qualifications for this project.

5. General Terms and Conditions

5.1 Proposal Costs

The City of Newport will not be responsible for any costs incurred by Proposers in the preparation, submission, or presentation of proposals.

5.2 Confidentiality

To the extent permitted under Oregon Public Records Law, proposals shall be considered confidential and shall not be disclosed to the public until after the proposal submission deadline has passed.

5.3 Reservation of Rights

This RFP does not commit the City of Newport to award a contract or pay any costs incurred in the preparation of proposals. The City of Newport reserves the right to:

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• Accept or reject any or all proposals received as a result of this RFP;

• Negotiate with any or all Proposers;

• Cancel this RFP, in part or in whole, if determined to be in the best interest of the City;

• Award any resulting contract in whole or in part;

• Issue subsequent RFPs for this work; and

• Seek clarification on any point in any proposal at any phase of the selection process.

5.4 False or Misleading Statements

If the review committee determines at any time that a Proposer’s submission contains false or misleading statements or information that does not accurately represent the firm’s qualifications or capabilities, the proposal shall be rejected, regardless of the stage of the selection process.

5.5 Award of Contract

Upon selection of the most qualified Proposer and successful fee negotiation, the Consultant will be asked to enter into a Professional Services Agreement with the City. A sample agreement is available upon request. Contract award is subject to City Council approval.

5.6 Proposal Withdrawal

Any Proposer may withdraw its proposal prior to the submission deadline by providing the City with a written withdrawal request. Withdrawal will not prejudice the right of the firm to submit a revised proposal before the deadline.

5.7 Rejection of Proposals

The City of Newport may reject any proposal not in compliance with all prescribed public contracting procedures and requirements, and may reject all proposals upon finding it is in the public interest to do so.

5.8 Licenses and Public Contract Requirements

Proposers must be properly licensed to perform the services described in this RFP. The selected Consultant will be required to hold or obtain a City of Newport business license if not already licensed.

All contracts with the City of Newport are subject to applicable Oregon public contract statutes, including ORS Chapter 279, and the administrative rules of the City’s public contract review board.

Attachments

• Attachment A — Sample Professional Services Agreement

• Attachment B — Newport City Center Revitalization Plan (NCCRP), September 2025

• Attachment C (Incorporated by reference) — Newport Transportation System Plan (TSP), 2022 – this document is available on the City’s website at: https://newportcityor.documents-on-demand.com/Document/6ed40b46-b086-f011-a46a- 000c29a59557/Newport%20Transportation%20System%20Plan_July%202022_Full%20Docum ent.pdf

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Proposers with questions regarding this RFP should direct inquiries in writing to Anna Iaukea, Urban Renewal Project Manager, at a.iaukea@newportoregon.gov no later than September 8, 2026.

Responses to questions of general applicability will be issued as addenda to all Proposers of record.

Attachment A

SAMPLE PROFESSIONAL SERVICES AGREEMENT

RFP

US 101 and 9th Street Couplet

CITY OF NEWPORT PROJECT #2025-023

This page left intentionally blank

[INSERT PROJECT TITLE]

PROFESSIONAL SERVICES AGREEMENT (Architectural, Engineering, Photogrammetric Mapping, Transportation Planning or Land Surveying Services or Related Services) (rev. by City Attorney 1/27/2026) Page 1 of 18

CITY OF NEWPORT, OREGON

PROFESSIONAL SERVICES AGREEMENT

(Architectural, Engineering, Photogrammetric Mapping, Transportation Planning or Land Surveying Services or Related Services)

[INSERT PROJECT NAME]

THIS AGREEMENT is between City of Newport, an Oregon municipal corporation (“City”), and [enter the legal name of the business], [if the business operates under an assumed name, enter dba and the assumed business name], [enter the legal structure of the business] (“Consultant” or “Contractor”), each a “party,” and referred to collectively in this Agreement as “the parties.”

TERMS OF AGREEMENT

IT IS HEREBY AGREED by and between the parties above-mentioned, in consideration of the mutual promises hereinafter stated, as follows:

1. Consultant’s Services (“Services”)

A. Consultant will furnish or perform [enter a brief description of the services] OR [if not described elsewhere, enter a detailed description of the services] in accordance with the requirements of this Agreement.

B. Consultant’s scope of work is further described in Exhibit A, Consultant’s Proposal, attached hereto, and incorporated into this Agreement as referenced here.

2. Contract Documents

A. This Agreement. This Agreement consists of this contract form (City of Newport Professional Services Agreement) and the following exhibits listed in subsection 2.B below, which are incorporated into this Agreement by this reference. There are no other contract documents, unless specifically referenced in this Agreement.

B. Exhibits. This Agreement includes the following incorporated exhibits:

• Exhibit A – Consultant’s Proposal

• Exhibit B – List any other applicable exhibits or delete this bullet

3. Order of Precedence. In the event of a conflict between the requirements of any documents listed in subsections 2.A and 2.B above, the conflict must be resolved in the following order of precedence: first, this contract form, then in order: Exhibit A. [If other exhibits are included, enter the other exhibits, following Exhibit A in order of intended priority.]

4. Consideration and Payment Schedule

A. Consideration. Except as otherwise provided herein, the City shall pay Consultant on a [enter time-and-materials basis] OR [enter flat fee basis]. In consideration for Services, the City agrees to pay Consultant’s fees [enter in an amount not to exceed the amount in words

Planning or Land Surveying Services or Related Services) (rev. by City Attorney 1/27/2026) Page 2 of 18

($__.___)] OR [enter the flat fee amount]. Such fees shall include all expenses. The City is not obligated to pay any amount greater than that stated here. Projects partially completed may be paid for in proportion to the degree of completion. Consultant is independently responsible for its obligations for federal, state, and local sales and income taxes, including the Oregon Corporate Activity Tax.

B. Payment Schedule. Payments shall be made by the City within thirty (30) days of receipt of monthly invoice submitted by Consultant and approved by the City based on Services performed. Prior to approval and payment, the City may require, and if required Consultant must provide, any information which the City deems necessary to verify work has been performed properly in accordance with this Agreement. Payment by the City shall release the City from any further obligation for payment to the Consultant for Services incurred as of the date of the statement of Services. Payment shall be made only for work completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein.

C. Extra Work and Tasks Orders. Consultant shall not perform any extra work or contingency tasks unless such work is expressly authorized in writing by the City. Failure to obtain prior written authorization shall constitute a waiver of any right to an adjustment in the Agreement price or time, and Consultant shall not be entitled to any compensation or time extension for unauthorized extra work. When the City authorizes contingency tasks, such tasks shall be performed pursuant to a written task order issued by the City, describing the scope, schedule, and compensation, if any, for the contingency work.

D. Identification. Consultant shall provide its Employer Identification Number (EIN) to the City.

5. Effective Date. This Agreement is effective [enter upon the signature of all parties] OR [enter the specific start date desired].

6. Initial Term. Unless extended or terminated earlier in accordance with this Agreement, this Agreement will terminate [enter on the specific date desired] OR [enter either within a period of ____ days] OR [enter within a period of ____years]. However, such expiration shall not extinguish or prejudice either party's right to enforce this Agreement with respect to any breach or default in performance which has not been cured.

7. Renewal. [Enter No renewals available.] OR [Enter Upon completion of the initial term, the City may elect to extend this Agreement for up to ___ additional one-year terms by mutual written agreement of the parties.]

8. Modification. No modification or amendment to this Agreement will bind either party unless in writing and signed by both parties.

9. Ownership of Intellectual Property and Work Product

A. Definitions. As used in this Agreement, the following terms have the meanings set forth below:

Planning or Land Surveying Services or Related Services) (rev. by City Attorney 1/27/2026) Page 3 of 18

1) “Work Product” means Services under this Agreement, including every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein, and all copies of plans, specifications, reports and other materials, whether completed, partially completed or in draft form.

2) “Consultant Intellectual Property” means any intellectual property owned by Consultant and developed independently from this Agreement that is applicable to the Services or included in the Work Product.

3) “Third-Party Intellectual Property” means any intellectual property owned by entities other than the City or Consultant that is relevant to any Work Product.

B. Work Product. Except as provided elsewhere in this Agreement, all Work Product created by Consultant pursuant to this Agreement, including derivative works and compilations, and whether or not such Work Product is considered a “work made for hire” or an employment to invent, shall be the exclusive property of the City. The City and Consultant agree that such original works of authorship are “work made for hire” of which the City is the author within the meaning of the United States Copyright Act. To the extent that the City is not the owner of the intellectual property rights in such Work Product, Consultant hereby irrevocably assigns to City any and all of its rights, title, and interest in all original Work Product created pursuant to this Agreement, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon the City’s reasonable request, Consultant shall execute such further documents and instruments necessary to fully vest such rights in the City. Consultant forever waives any and all rights relating to original Work Product created pursuant to this Agreement, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

C. Consultant Intellectual Property. In the event Consultant Intellectual Property is necessary for the use of any Work Product, Consultant hereby grants to the City an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform, and display the pre-existing elements of the Consultant Intellectual Property employed in any deliverable.

D. Third-Party Intellectual Property. In the event that any Work Product is a derivative of any work based on Third-Party intellectual Property, or is a compilation that includes Third-Party intellectual Property, Consultant will secure on the City’s behalf and in the name of the City an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform, and display the pre-existing elements of the Third-Party Intellectual Property employed in the deliverable, and to authorize others to do the same on the City’s behalf.

E. No Rights. Except as expressly set forth in this Agreement, nothing in this Agreement may be construed as granting to or conferring upon Consultant any right, title, or interest in any intellectual property that is now owned or subsequently owned by the City.

F. Marks. Neither party grants the other the right to use its trademarks, trade names, service

Planning or Land Surveying Services or Related Services) (rev. by City Attorney 1/27/2026) Page 4 of 18 marks or other designations in any promotion or publication without prior written consent.

Each party grants only the licenses and rights specified in this Agreement.

10. Public Records. The parties acknowledge that this Agreement and all records held by the City are public records and subject to public disclosure unless a statutory exemption applies, and agree that the City will have no liability for the disclosure of any confidential information in response to a public records request where such disclosure is required by court or district attorney order, or by the City’s good faith interpretation of its statutory requirements.

11. Confidentiality and Protection of Consumer Personal Information. If Consultant as part of performing Services under this Agreement receives any consumer personal information, Consultant must maintain confidentiality of such consumer personal information and may not use, release, or disclose any information concerning any employee, client, applicant, or person doing business with City for any purpose not directly connected with the administration of the City's or Consultant's responsibilities under this Agreement, except upon written consent of the City and, if applicable, the employee, client, applicant, or person. Consultant must ensure that its officers, employees, agents, and subcontractors understand and comply with the confidentiality provisions of this Agreement. If Consultant owns, maintains, or otherwise possesses data that includes a consumer's personal information, Consultant must have and maintain appropriate administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of consumer personal information, and agrees to comply with all other provisions of the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.) throughout the term of this Agreement.

12. Records Maintenance, Access, Inspection, and Right to Audit Records.

A. Record Maintenance and Access to Records. Consultant and its subcontractors shall maintain all fiscal records relating to this Contract in accordance with generally accepted accounting principles (GAAP). In addition, Consultant and its subcontractors performing work related to this Contract shall maintain all other records necessary to clearly document (i) their performance; and (ii) any claims arising from or relating to their performance this Contract.

Consultant and its subcontractors shall make all records pertaining to their performance and any claims under this Contract (the books, fiscal records and all other records, hereafter referred to as “Records”) accessible to the City at reasonable times and places, whether or not litigation has been filed as to such claims.

B. Inspection and Audit. The City may, at reasonable times and places, have access to and an opportunity to inspect, examine, copy, and audit the Records of any person that has submitted cost or pricing data according to the terms of the Contract to the extent that the Records relate to such cost or pricing data. If the person must provide cost or pricing data under the Contract, the person shall maintain such Records that relate to the cost or pricing data for three (3) years from the date of final payment under the Contract, unless a shorter period is otherwise authorized by written agreement between the parties.

C. Records Inspection and Contract Audit. The City, and its authorized representatives, shall be entitled to inspect, examine, copy, and audit any Consultant 's or its subcontractor's Records, as provided in subsection 12.A above. Consultant and subcontractor shall maintain the

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Records and keep the Records accessible and available at reasonable times and places for a minimum period of three (3) years from the date of final payment under the Contract or subcontract, as applicable, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later, unless a shorter period is otherwise authorized in Writing.

13. Assignment. Neither party shall assign or transfer any interest in or duty under this Agreement without the written consent of the other. If City agrees to assignment of tasks to a subcontractor, Consultant shall be fully responsible for the acts or omissions of any subcontractors. Any approval of a subcontractor does not create a contractual relationship between the subcontractor and City.

14. Binding on Successors and Assigns. The provisions of this Agreement are binding upon and inure to the benefit of the parties to this Agreement, their respective successors, and permitted assigns.

15. No Third-Party Beneficiaries. The City and Consultant are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives or may be construed to give or provide any benefit or right to third persons, either directly or indirectly, that is greater than the rights and benefits enjoyed by the general public, unless that party is identified by name in this Agreement.

16. Independent Contractor. Consultant is an independent contractor as defined by ORS 670.600 and not an employee of the City. Consultant is not an officer, employee or agent of the City as those terms are used in ORS 30.265. Consultant acknowledges that it is not entitled to benefits of any kind to which a City employee is entitled and that it shall be solely responsible for any workers’ compensation coverage, social security, unemployment insurance or retirement payments, and federal or state taxes due as a result of payments under this Agreement. In the event that Consultant is found by a court of law or an administrative agency to be an employee of the City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Consultant under the terms of this Agreement, to the full extent of any benefits or other remuneration Consultant receives (from the City or third party) as a result of the finding and to the full extent of any payments that the City is required to make as a result of the finding.

17. Indemnity

A. General Indemnification. To the fullest extent permitted by law, and to the extent covered by private contracts of insurance, Consultant shall indemnify, defend, and hold harmless the City, its officers, employees, volunteers, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney fees and costs of defense, arising out of or resulting from the Consultant’s performance of, or failure to perform, any obligations under this Agreement.

B. Indemnification for Claims for Professional Liability.

1) To the fullest extent permitted by law, and to the extent covered by private contracts of insurance, Consultant shall indemnify, defend, and hold harmless the City, its officers, employees, volunteers, and agents from and against any and all claims, suits, Planning or Land Surveying Services or Related Services) (rev. by City Attorney 1/27/2026) Page 6 of 18 actions, damages, or liabilities arising out of the professionally negligent acts, errors, or omissions of the Consultant or its subconsultants or subcontractors in the performance of professional services under this Agreement.

2) Notwithstanding any contrary provision herein, it is hereby agreed that the Consultant’s obligation to defend or pay defense costs of the indemnitees will only apply if, and when, and to the extent that Consultant’s liability or fault is determined by adjudication or alternative dispute resolution, or otherwise resolved by settlement agreement, in which case Consultant shall be obligated to pay the amount equal to the percentage of its fault that has been determined.

C. Owner's Actions. Section 17.A above does not include indemnification by Consultant of the City for the City's acts or omissions, whether related to this Agreement or otherwise.

D. Owner Defense Requirements. Notwithstanding the foregoing defense obligations, neither Consultant nor any attorney engaged by Consultant shall defend any claim in the name of the City, nor purport to act as legal representative of the City or any of its agencies, without the prior written consent of the City. The City may assume its own defense and settlement of any claims, and reserves all rights to pursue any claims it may have against Consultant.

E. Intellectual Property, Defense. This indemnification must extend to any Work Product that may be the subject of protection under any state or federal intellectual property law or doctrine, including any claim that the City's use thereof infringes any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

18. Insurance.

A. Prior to Commencement of Work. Consultant may not commence any Services until Consultant provides the City with a Certificate of Insurance (COI) for all required coverage and obtains the City's approval as to limits, form, and amount.

B. Coverage. Consultant shall maintain, at a minimum, the types and amounts of insurance coverage listed in the subsections below. These amounts represent minimum required limits and shall not be construed as maximums or limitations of the Consultant’s liability. Umbrella or excess liability insurance may be used to satisfy the required minimum policy limits for Commercial General Liability, Automobile Liability, and Employers’ Liability Insurance, provided such coverage is at least as broad as the underlying policies. Any modification to the insurance requirements in this contract form must be approved by the City Attorney’s Office.

1) Commercial General Liability Insurance. Consultant shall maintain Commercial General Liability Insurance covering claims for bodily injury (including death), property damage, medical expenses, personal and advertising injury, and products/completed operations.

Coverage shall be written on an occurrence basis, with minimum limits of $2,000,000 per occurrence, $4,000,000 general aggregate, $4,000,000 products/completed operations aggregate, $2,000,000 personal and advertising injury, $50,000 damage to rented property, and $5,000 medical expenses. The policy shall include a combined single limit per occurrence for bodily injury and property damage.

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2) Professional Liability Insurance. Consultant shall maintain Professional Liability Insurance covering damages resulting from any negligent acts, errors, or omissions arising out of the performance of professional services under this Agreement. Coverage shall be maintained on a claims-made basis, with minimum limits of $2,000,000 per claim and $2,000,000 aggregate.

3) Commercial Automobile Insurance. Commercial Automobile Liability Insurance covering liability arising out of the ownership, maintenance, or use of all owned, hired, and non-owned vehicles. Coverage shall be written on a per accident basis, with minimum limits of $2,000,000 per accident for bodily injury and property damage. The policy shall include a combined single limit of liability per accident for bodily injury and property damage.

4) Workers' Compensation and Employers' Liability Insurance. Consultant shall maintain Workers' Compensation and Employers' Liability Insurance as required by Oregon law for all persons performing work under this Agreement. Any subcontractor engaged by Consultant shall also maintain such coverage. Out-of-state employers must obtain Oregon workers’ compensation coverage for any employees working at a single location in Oregon for more than thirty (30) days in a calendar year. Consultants who perform work without the assistance or labor of any employee are not required to obtain such coverage.

This shall include Employer’s Liability Insurance with coverage limits of not less than $500,000 each accident, $500,000 per employee for disease, and $500,000 policy limit for disease.

C. Endorsements.

1) Additional Insured Requirements. Commercial General Liability Insurance and Commercial Automobile Liability Insurance shall include endorsements naming the City, its officers, employees, volunteers, and agents as additional insured. For Commercial General Liability Insurance, Consultant shall provide an additional insured endorsement.

For Commercial Automobile Liability Insurance, Consultant shall provide a designated insured endorsement (ISO form CA 20 48 02 99 or equivalent). Both policies shall be primary and non-contributory with respect to any other insurance or self-insurance maintained by the City. Commercial General Liability coverage shall also be endorsed to provide a separate per-project aggregate limit.

2) Blanket Endorsements. Notwithstanding the foregoing, a blanket additional insured endorsement is acceptable and shall satisfy the additional insured requirement under any insurance policies required herein, excluding Professional Liability Insurance. Proof of such blanket coverage shall be provided by either: (a) a copy of the Consultant’s policy language demonstrating blanket additional insured coverage; or (b) a separate blanket endorsement. Commercial General Liability Insurance coverage shall be endorsed to provide a separate per-project aggregate limit.

D. Consultant to Maintain Insurance. Consultant may not cancel, materially change coverage that would cause non-compliance with the specific provisions required herein, or not renew insurance coverages. If any policy is canceled before final payment by the City to Consultant, Consultant must immediately procure other insurance meeting the requirements. Any

Planning or Land Surveying Services or Related Services) (rev. by City Attorney 1/27/2026) Page 8 of 18 insurance bearing on adequacy of performance must be maintained after completion of the Agreement. If Consultant fails to maintain any required insurance, the City reserves the right to procure such insurance and to charge the cost to Consultant.

E. Continuous or Extended Reporting Coverage. If any of the liability insurance is arranged on a “claims made” basis, Extended Reporting coverage will be required at the…