RFP ________ - EXHIBIT B

SAMPLE DESIGN SERVICES PRICE AGREEMENT

CITY OF PORTLAND

CONTRACT NUMBER ________

On-Call Architectural and Engineering Services

This Design Services Price Agreement (“Contract”) is entered into by and between the City of Portland ("City," or “Bureau”) and [INSERT CONSULTANT’S LEGAL NAME] (“Consultant”).

Effective Date and Term

The initial term of this Contract (“Initial Term”) shall begin on XXX (“Effective Date”) and shall expire one (1) year later unless terminated sooner as provided herein. The parties may agree, by mutual written consent, to extend this Contract on the same terms and conditions set forth in the Initial Term for additional years, taken individually or in multiple years, up to four (4) more years. At least thirty (30) days prior to the expiration of the Initial Term, or any extension thereof, the parties shall commence discussions if they desire to extend the Contract. However, nothing binds or requires either party to extend this Contract. The total term of this Contract, with all extensions, shall not exceed five (5) years.

Consideration

(a) City agrees to pay Consultant a sum not to exceed _____ Dollars ($_____) to complete work in accordance with the Statement of Work (SOW) and Compensation, attached hereto as Exhibits A and B.

(b) City will pay Consultant in accordance with the Compensation section, attached hereto as Exhibit B.

CONSULTANT DATA AND CERTIFICATION

Name: [INSERT FULL LEGAL NAME] Address:

|_| Limited Liability Co (LLC)

Payment information will be reported to the IRS under the name provided above. Information must be provided prior to contract approval.

Page 6 of 16 Req# Contract# Design PA Rev 12/2025

TERMS AND CONDITIONS

1) Standard of Care

In providing services under this Contract, the Consultant shall exercise that degree of skill and care ordinarily used by other reputable members of Consultant’s profession, practicing in the same or similar locality and under similar circumstances (“Standard of Care”).

2) Effect of Expiration

Expiration of the Term shall not extinguish, prejudice, or limit either party's right to enforce this Contract with respect to any default or uncorrected defect in performance.

3) Time/Late Delivery

The parties agree that time is of the essence. By executing this Contract and accepting the SOW, Consultant agrees that the time limits specified in the SOW are reasonable. Consultant shall use best efforts to minimize any delay. If Consultant anticipates any delay that may prevent timely performance of Consultant’s obligations under this Contract, Consultant shall promptly notify the City, including the anticipated length of the delay, the cause of the delay, measures proposed or taken to prevent or minimize the delay, and the timetable for implementation of such measures. By accepting late or otherwise inadequate performance of Consultant’s obligations, the City will not waive its rights to require timely performance of Consultant’s obligations thereafter. If any specified delivery date is not met, Consultant shall be liable for any loss, expense, or damage resulting from the delay, and the City may obtain substitute services from another source and bill all additional costs directly to the Consultant, who shall remain financially liable for all additional acquisition costs.

4) Order of Precedence

This Contract consists of these Terms and Conditions, the SOW, all Exhibits, the City’s Request for Proposals (RFP), and Consultant’s Proposal. Any apparent or alleged conflict between these items will be resolved by using the following order of precedence:

(a) Amendments executed by the parties after Contract award;

(b) This form of Contract as executed by the parties, including all Exhibits;

(c) Task Orders issued from this Contract;

(d) RFP Requirements as set forth in City's RFP, including without limitations all Exhibits and any Addenda; and

(e) Consultant’s Proposal in response to the RFP, including without limitation, to all supplementary materials.

5) Early Termination of Contract

(a) The City may terminate this Contract for convenience at any time for any reason deemed appropriate in its sole discretion. Termination shall be effective immediately upon City’s delivery of a written notice of termination to Consultant.

(b) Either party may terminate this Contract in the event of a material breach by the other party that is not timely cured. Before termination is permitted, the party seeking termination shall give the other party written notice of the nature of the alleged breach, its intent to terminate, and provide fifteen (15) calendar days within which to cure the breach. If the breach is not cured within 15 days, the party seeking termination may terminate immediately by giving written notice that the Contract is terminated.

6) Remedies and Payment on Early Termination

(a) If the City terminates pursuant to 5(a) above, the City shall pay the Consultant for work performed in accordance with the Contract prior to the date of the termination notice. No other costs or loss of anticipated profits shall be due or payable.

(b) If the City terminates pursuant to 5(b) above, the City is entitled all remedies available at law or equity. In addition, Consultant shall pay the City for the costs to defend any claim, and all damages, costs, and sums incurred by the City because of the breach.

(c) If the Consultant terminates the Contract pursuant to subsection 5(b), the Consultant’s sole remedy shall be payment for work completed prior to date of City’s receipt of the termination notice. No other costs, loss of anticipated profits or consequential damages shall be paid.

(d) If the City’s termination under Section 5(b) was wrongful, the termination shall be automatically converted to one for convenience and the Consultant shall be paid as if the Contract was terminated under Section 5(a).

(e) In the event of early termination, the Consultant's work product completed prior to the date of termination shall be deemed the property of the City and copies and/or data shall be immediately released to the City.

7) Non-Availability of Funds

Every obligation of the City under this Contract is conditioned upon the availability of funds appropriated or allocated for the fulfillment of the City’s obligations. If funds are not allocated and available for the continuance of this Contract, the Contract may be terminated by the City at the end of the period for which the funds are available. No liability shall accrue to the City if this provision is exercised, and the City shall not be obligated or liable for any future payments as a result of termination under this paragraph.

8) Assignment

Consultant shall not subcontract, assign, or transfer any of the work scheduled under this Contract without the prior written consent of the City. Notwithstanding City consent, the Consultant shall remain responsible for full performance hereunder. The Consultant agrees that if subconsultants are employed in the performance of the SOW under this Contract, both Consultant and any subconsultants remain subject to the requirements of ORS Chapter 656, Workers’ Compensation.

9) Compliance with Applicable Laws; Funding Requirements

(a) Consultant shall perform all services in accordance with all applicable federal, state, and local laws and regulations, including without limitations tax laws and terms and conditions incident to receipt of any grant funds.

(b) Consultant shall observe all applicable state and local laws pertaining to public contracts. ORS Chapters 279A, 279B, and 279C require every public contract to contain certain provisions. To the extent applicable, the provisions of ORS 279A, 279B, and/or 279C are hereby incorporated by this reference herein.

10) Nondiscrimination

(a) It is the policy of the City that no person, on the basis of race, color, national origin, limited English proficiency, disability, age, sex, religion, income level, sexual orientation, gender identity, familial status, marital status or other protected class, be excluded from participation in, denied the benefits of, or be otherwise discriminated against under any of the policies, programs, services, or activities it administers, as provided by Title VI of the Civil Rights Act, and related authorities and regulations. Consultant expressly represents that it is and shall remain in compliance with Title VI of the Civil Rights Act of 1964 and its corresponding regulations during the Term of this Contract.

(b) If any person or class of persons files a complaint with Consultant alleging discrimination under Title VI of the Civil Rights Act of 1964, Consultant will notify the City of the complaint and cooperate with any investigation related to the complaint. Notifications will be sent to the City project manager, who will internally report this information as required by the City.

(c) In all solicitations either by competitive bidding or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subconsultant, subcontractor or supplier will be notified by Consultant of Consultant’s obligations under this Contract relative to nondiscrimination as stated herein.

(d) The City is committed to contracting with equitably aware and environmentally responsible businesses. The City values and supports diversity, advancing equity, and is dedicated to expanding economic opportunities by growing both the demand for and capacity of local contractors and workforce, including those owned by people of color and women. To the extent the Contract, including the RFP attached as Exhibit E, contains subconsultant selection preferences or goals pursuant to a City program or Consultant commitment, including but not limited to the Consultant’s Subconsultant Participation Disclosure Form or Consultant’s Subconsultant Contracting Utilization Declaration of Understanding, such preferences and goals will not be enforced at this time. Provided, however, that Consultant may not substitute a subconsultant except as may be permitted by this Contract or applicable law. If City determines that a program will be applicable to this Contract, City will provide Consultant written notice of the decision, together with the current version of the program that will apply to future subconsultant selection, if any, under the Contract. Consultant will comply with the terms and conditions of such program for future subconsultant selection.

11) Americans with Disabilities Act (ADA)

(a) Consultant will comply with the Americans with Disabilities Act (ADA), including any duty the ADA may impose on City or Consultant as a result of the services or activities requested to be provided for City under this Contract.

(b) At a minimum, Consultant will do the following:

Consultant will provide [language translation services, sign language, accommodate service animals, audio, TTY, transcripts]

Consultant will document each ADA request for accommodation to the services and Consultant’s fulfillment of the request. If Consultant determines that it is unable to promptly fulfill the request for accommodation under the ADA, Consultant will contact the City project manager within the same business day, providing reasons why Consultant is unable to fulfill the request for accommodation and to identify alternate accessibility options that Consultant can perform. The City project manager will internally report this information as required by the City.

(c) The parties to this Contract will notify one another in writing within [X] business days of receipt of notification alleging violation of or noncompliance with the ADA relating to this Contract, and will provide the other Party with copies (as applicable) of any such notifications, and will notify one another of any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with the ADA and relating to this Contract or the programs, services or activities that Consultant is undertaking for City under this Contract.

12) Reporting Requirements

The City is required to track certain types of Contract data for reporting purposes. Upon request by the City, Consultant must timely provide Consultant and subconsultant demographic data and subconsultant utilization that includes Minority, Women, Veteran, and Emerging Small Business Enterprise (MBE/WBE/VBE/ESB) data. Additionally, Consultant will timely provide subconsultant payment information upon City’s request.

13) Respectful Workplace Behavior

The City is committed to a respectful work environment, free of harassment, discrimination and retaliation and other inappropriate conduct. Every individual has a right to work in a professional atmosphere where all individuals are treated with respect and dignity. The City’s Human Resources Administrative Rule (HRAR) 2.02 covers all employees of the City as well as consultants, vendors or contractors who provide services to the City. Consultant warrants its compliance with the terms and conditions of HRAR 2.02 as further described at: https://www.portland.gov/policies/human-resources-administrative-rules/equal-employment/hrar-202-prohibition-against.

14) Indemnification for Property Damage Bodily and Personal Injury

(a) Indemnification and Defense Obligations

i) Claims Unrelated to Professional Liability:

Consultant shall indemnify, defend, save, and hold harmless the City, and its officers, members, agents, and employees, from and against all claims, losses, damages, and costs, including attorney fees, for personal injury and property damage arising out of the wrongful acts or omissions of the Consultant or its subcontractors, subconsultants, suppliers, employees, or agents in the performance of Consultant’s services under the Contract.

ii) Claims Based on Professional Liability:

To the fullest extent permitted by law, and except to the extent prohibited under ORS 30.140(4), Consultant shall indemnify, defend, save, and hold harmless the City, and its officers, members, agents, and employees from any and all claims, suits, actions, losses, liabilities, damages, costs and expenses, including attorney fees, arising out of the professionally negligent acts, errors or omissions of Consultant or its subcontractors, subconsultants, suppliers, employees, or agents in the performance of Consultant’s professional services under the Contract.

(b) The indemnity obligations of Consultant under this Contract will not in any way be affected or limited by the absence of insurance coverage or by the failure or refusal of any insurance carrier to perform any obligation under insurance policies affecting this Contract.

(c) Consultant’s indemnity obligations are in addition to any other rights or remedies available under this Contract, or in law or in equity to the City. In the event of any claim or demand made against any party entitled to indemnification hereunder, the City may, in its sole discretion, reserve, retain, or apply any monies due to the Consultant under the Contract to resolve such claims; provided, however, that the City may release such funds if the Consultant provides the City with adequate assurance of the protection of the City’s interests, as determined by the City in its sole discretion.

15) Insurance

(a) Consultant shall obtain and maintain in full force at Consultant’s sole cost and expense, throughout the Term and any warranty or extension periods, the required insurance identified below. The City reserves the right to require additional insurance coverage as required by statutory or legal changes to the maximum liability that may be imposed on Oregon cities during the term of the Contract.

i) Workers' Compensation. Workers’ compensation insurance as required by ORS Chapter 656 and as it may be amended. Unless exempt under ORS Chapter 656, the Consultant and all subconsultants shall maintain applicable coverage for all subject workers.

|X| Required and attached // |_| Certified statement of exemption (i.e., completion of Independent Contractor Certification Statement or similar)

ii) Commercial General Liability. Consultant shall acquire commercial general liability (“CGL”) and property insurance coverage in an amount not less than $2 million per occurrence for damage to property or personal injury arising from Consultant’s work under this Contract.

|X| Required and attached // |_| Reduced by City // |_| Waived by City

iii) Automobile Liability. Consultant shall acquire automobile liability insurance to cover bodily injury and property damage in an amount not less than $2 million for each accident. Consultant’s insurance must cover damage or injuries arising out of Consultant’s use of any vehicle.

|X| Required and attached // |_| Reduced by City // |_| Waived by City

iv) Professional Liability. Professional Liability and/or Errors & Omissions insurance to cover damages caused by negligent acts, errors or omissions related to the professional services, and performance of duties and responsibilities of the Consultant under this Contract in an amount with a combined single limit of not less than $1,000,000 per occurrence and aggregate of $3,000,000 for all claims per occurrence. In lieu of an occurrence-based policy, Consultant may have claims-made policy in an amount not less than $1,000,000 per claim and $3,000,000 annual aggregate, if the Consultant obtains an extended reporting period or tail coverage for not less than three (3) years following the termination or expiration of the Contract.

|X| Required and attached // |_| Reduced by City // |_| Waived by City

v) [Optional Insurance where drones might be used, delete if not needed] Aviation Liability. Drone operator(s) shall acquire aviation liability and property damage insurance coverage in an amount not less than $1 million per occurrence for damage to property or personal injury arising from Contractor’s Drone work under this Contract.

|_| Required and attached // |_| Reduced by City // |_| Waived by City

1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) (a)

(b) Continuous Coverage; Notice of Cancellation: The Consultant agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non-renewal of coverage without thirty (30) days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of the Contract, Consultant shall immediately notify the City and provide a new policy with the same terms. Any failure to comply with this clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract.

(c) Additional Insured: The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with respect to the Consultant’s activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any other insurance and self-insurance. Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to each, but nothing herein shall operate to increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured.

(d) Certificate(s) of Insurance: Consultant shall provide proof of insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all other relevant endorsements, to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and prior to any commencement of work or delivery of goods or services under the Contract. The Certificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall be obtained from insurance companies acceptable to the City of Portland. The Consultant shall pay for all deductibles and premium. The City reserves the right to require, at any time, complete, certified copies of required insurance policies, including endorsements evidencing the coverage the required.

(e) Subconsultant(s): Consultant shall contractually require its subconsultants to acquire and maintain in effect until full performance of their Work under this Contract, insurance equal to the minimum coverage limits required above unless waived or reduced by the City.

16) Ownership of Work Product

1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12)

(a) All work product produced by the Consultant under this Contract is the exclusive property of the City upon payment in full to Consultant as set forth in this Contract. “Work Product” includes, but is not limited to research, reports, computer programs, manuals, drawings, recordings, photographs, artwork and any data or information in any form. The Consultant and the City intend that such Work Product shall be deemed “work made for hire” of which the City shall be deemed the author. If for any reason a Work Product is deemed not to be a “work made for hire,” the Consultant hereby irrevocably assigns and transfers to the City all right, title and interest in such work product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrines. Consultant shall obtain such interests and execute all documents necessary to fully vest such rights in the City. Consultant waives all rights relating to work product, including any rights arising under 17 USC 106A, or any other rights of authorship, identification or approval, restriction or limitation on use or subsequent modifications. If the Consultant is an architect, the Work Product is the property of the Consultant-Architect, and by execution of this Contract, the Consultant-Architect grants the City an exclusive and irrevocable license to use that Work Product. City’s alteration of Consultant’s Work Product or its use by City for any other purpose shall be at City’s sole risk.

(b) Notwithstanding the above, all pre-existing trademarks, services marks, patents, copyrights, trade secrets, and other proprietary rights of Consultant are and will remain the exclusive property of Consultant.

17) Business Tax Registration

The Consultant shall obtain a City of Portland business tax registration number as required by Portland City Code (“PCC”) 7.02 prior to beginning work under this Contract.

18) 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.

19) Severability

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

20) Waiver

The failure of the City to enforce any provision of this Contract shall not constitute a waiver by the City of that or any other provision.

21) Errors

The Consultant shall, without cost to the City, promptly correct errors or omissions related to the services required by this Contract.

22) Governing Law/Venue

The provisions of this Contract shall be interpreted, construed and enforced in accordance with, and governed by, the laws of the State of Oregon without reference to its conflict of laws provisions that might otherwise require the application of the law of any other jurisdiction. Any action or suits involving any question arising under this Contract must be brought in the appropriate court in Multnomah County, Oregon.

23) Amendments; Change Orders (02/25)

Any changes to the provisions of this Contract’s dollar amount, must be made by written amendment and approved by the Chief Procurement Officer. Any other changes to the provisions of this Contract, including changes to the scope of work, key personnel, subconsultants or other changes, must be made by written amendment and approved by the City. If Consultant desires to replace any subconsultants under this Contract, Consultant will provide equal opportunity and access for all businesses, including minority- and women-owned businesses.

(a) Amendment of the Contract. Any changes to the provisions of this Contract shall be in the form of an Amendment. Amendments must be in writing, must be approved as to form by the City Attorney, and must be executed in writing by authorized representatives of the parties.

(b) Change Orders to a Statement of Work. Amendments to the Scope of Work shall be made using a Change Order that modifies a Statement of Work or Task Order.

(c) The Consultant agrees to amend this Contract if the City obtains or performs a disparity study that finds a disparate impact based on race and/or gender. The amendment will incorporate COBID Certified Firm preferences and goals to be used by Consultant and will be used for any new or replacement subcontracting that occurs during the remaining term of the Contract but will not terminate subcontracting agreements existing at the time of such amendment.

24) Prohibited Conduct

The Consultant shall not hire any City employee who evaluated the proposals or authorized the award of this Contract for two years after the date the Contract was authorized without the express written permission of the City and provided the hiring is permitted by state law.

25) Payment to Vendors and Subconsultants

The Consultant shall timely pay all subconsultants and suppliers providing services or goods for this Contract. If the Consultant fails to make timely payments to its subcontractors, subconsultants, or suppliers, the City is entitled to take any action permitted by law, including, but not limited to, the following:

(a) Withhold all or part of any progress payment until Consultant makes payment;

(b) Find that the Consultant is not a qualified bidder for future projects per the City’s consideration of the Consultant’s record of past performance pursuant to ORS 279C.110(3);

(c) Directly make payment to the subcontractor, subconsultant, and supplier who has not received proper payment; and

(d) Terminate the Contract for and Event of Default as provided herein.

26) Records and Audits

(a) Records Retention.

i) The Consultant and its subconsultants and suppliers shall maintain all fiscal records relating to the Contract in accordance with generally accepted accounting principles. The Consultant and its subconsultants shall maintain all other records necessary to clearly document their performance of the work and any claims for additional compensation or requests for additional contract time arising from or relating to their performance under the Contract.

1) i)

ii) The Consultant shall include in its subcontracts, purchase orders and all other written agreements a provision requiring all subconsultants, material suppliers, providers of rented operated equipment and persons submitting cost or pricing data according to the term of a contract, at all tiers, to comply with this section.

(b) City Audits. The City, either directly or through a designated representative, may conduct financial and performance audits of the billing and Products or Services at any time during the Contract and during the records retention period listed above. Audits shall be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States Government Accountability Office.

(c) Access to Records. The City and its authorized representatives shall have timely access to, and an opportunity to inspect, examine, copy and audit all books and records relating to the Contract, for any reason, upon reasonable notice.

i) Such books and records shall be maintained by the Consultant and all subconsultants, suppliers and persons with cost or pricing data for a minimum period of six (6) years from the date of Final Payment under the Contract, or until the conclusion of any audit, controversy, litigation, dispute or claim arising out of, or related to, the Contract, whichever is longer.

ii) The Consultant and all subconsultants, suppliers, and persons with cost or pricing data shall maintain all records in such a manner that providing a complete copy is neither unreasonably time consuming nor unreasonably burdensome for the Consultant or the City. Failure to maintain the records in this manner shall not be an excuse for not providing the records.

iii) The Consultant and all subconsultants, suppliers, and persons with cost or pricing data shall produce all such books and records in Portland, Oregon, regardless of whether the records are produced pursuant to this provision of the Contract or because of a claim, litigation, arbitration or other proceeding. The Consultant or a subconsultant, supplier, or other person may produce the books and records elsewhere if it fully compensates the City for the reasonable costs of travel to and from the place where the records are produced and the reasonable cost of any employee’s time in having to travel.

(d) Overpayment. If an audit discloses that payments to the Consultant were more than the amount to which the Consultant was entitled, the Consultant shall repay the amount of the excess to the City. Under no circumstances will the payment of previous invoices constitute an acceptance of the charges associated with those invoices.

27) Electronic Signatures

The City and Consultant may conduct this transaction, including any Contract amendments, by electronic means, including using electronic signatures.

28) Merger Clause

This Contract, and the Contract Documents identified at Section 3 above shall be deemed to encompass the entire agreement of the parties and supersede all previous understandings and agreements between the parties, whether verbal or written.

29) Dispute Resolution/Work Regardless of Disputes

The parties shall participate in mediation to resolve disputes before conducting litigation. The mediation shall occur at a reasonable time after the conclusion of the Contract with a mediator jointly selected by the parties. For any claim or dispute that is subject to mediation under this section, the statute of limitations and statute of repose shall not begin to run until the time period set forth in Section 31 below or upon the conclusion of mediation, whichever is later. Notwithstanding any dispute under this Contract, the Consultant shall continue to perform its work pending resolution of a dispute, and the City shall make payments as required by the Contract for undisputed portions of the work. In the event of litigation, no attorney fees are recoverable. No different dispute resolution paragraph(s) in this Contract or any attachment hereto shall supersede or take precedence over this provision.

30) Progress Reports: /|X|/ Applicable /|_|/ Not Applicable

If applicable, the Consultant shall provide monthly progress reports to the Project Manager as described in the Statement of the Work and Payment Schedule.

31) Consultant's Key Personnel: /|X|/ Applicable /|_|/ Not Applicable

1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27)

(a) If applicable, the Consultant shall assign the Key Personnel listed in the Statement of the Work and Payment Schedule for the work required by the Contract and shall not change Key Personnel without the prior written consent of the City, which shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, Consultant shall, within 30 (thirty) days of receipt a request from the City replace any Key Person who is not meeting City performance requirements.

(b) The Consultant agrees that the primary personnel assigned to perform the services shall be listed in in the Statement of Work and Consultant shall not change such personnel without the prior written consent of the authorized representative of the City as designated in the SOW. The City will enforce all subconsultant commitments submitted by the Consultant in its proposals. Failure to use the identified subconsultants without prior written consent is a material breach of contract.

32) Third Party Beneficiaries

There are no third-party beneficiaries to this Contract. Enforcement of this Contract is reserved to the parties.

33) Conflict of Interest

1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) 29)

(a) Consultant hereby certifies that, if applicable, its Contract proposal was made in good faith without fraud, collusion or connection of any kind with any other proposer of the same request for proposals or other City procurement solicitation(s), and that the Consultant as a proposer competed solely on its own behalf and without connection or obligation to any undisclosed person or firm. Consultant certifies that it is not a City official/employee or a business with which a City official/employee is associated, and that to the best of its knowledge, Consultant, its employee(s), its officer(s) or its director(s) are not City officials/employees or a relative of any City official/employee who:

i) has responsibility in making decisions or ability to influence decision-making on the Contract or project to which this Contract pertains;

ii) has or will participate in evaluation or management of the Contract; or

iii) has or will have financial benefits in the Contract.

1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) 29) (a)

(b) Consultant understands that should it elect to employ any former City official/employee during the term of the Contract then that the former City official/Consultant employee must comply with applicable government ethics and conflicts of interest provisions in ORS Chapter 244, including but not limited to ORS 244.040(5) and ORS 244.047, and the City’s Charter, Codes and administrative rules, including lobbying prohibitions under Portland City Code Section 2.12.080.

34) Contractual Statute of Limitations/Statute of Repose for Design Services Claims

The statute of limitations applicable to services provided under this Contract shall be 6 years from the date of Final Completion of the last Task Order issued under this Contract. “Final Completion” shall have the meaning in the City’s applicable standard construction specifications for the project. The statute of repose applicable to services provided under this Contract shall be 10 years from Final Completion of the last Task Order issued under this Contract. The statute of limitations and statute of repose set forth herein shall not begin to run until the last Task Order issued under this Contract reaches Final Completion, regardless of discovery of any condition, act, error, or omission. This provision shall be included in any subconsultant agreement executed by the Consultant for the performance of services.

35) Notices and Communications

1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) 29) 30) 31)

(a) All notices and other communications concerning this Contract shall bear the Contract number assigned by the City. Notices and other communications may be delivered personally, by facsimile, email, by regular, certified or registered mail or other commercial delivery service. A notice to the City will be effective only if it is delivered to that person designated in writing in either:

i) the Notice of Award of this Contract,

ii) the Notice to Proceed under this Contract, or

iii) to another individual specifically designated by this Contract.

2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) 29) 30) 31) (a)

(b) A notice to the Consultant shall be effective if it is delivered to the individual who signed this Contract on behalf of Consultant at the address shown with that signature, to a corporate officer if Consultant is a corporation, to a general partner if Consultant is a partnership, or to another individual designated in writing by the Consultant in the Contract or in a written notice to the City.

36) Safety

Consultant shall ensure that all Work is performed in a safe manner protective of workers and the environment. Accordingly, Consultant shall maintain in place a safety plan that provides for compliance with all safety laws and regulations in effect during the Term. Consultant shall bear the cost of compliance with its safety plan. The City reserves the right but not the obligation to issue a “stop work” order in the event of a potential life safety risk as determined at the City’s discretion.

37) Access to Facilities

Consultant agrees that Consultant’s physical or remote access to City facilities shall be subject to the security interests and health controls necessary to protect public property, City employees and the public. The City shall not be liable for any delays necessary in granting Consultant access to any portion of the facilities or systems.

38) Force Majeure

(a) If a Force Majeure Event occurs, the Party that is prevented by that Force Majeure Event from performing any one or more obligations under this Contract (the “Nonperforming Party”) will be excused from performing those obligations, on condition that (1) the Nonperforming Party used reasonable efforts to perform those obligations, (2) the Nonperforming Party’s inability to perform those obligations is not due to its failure to take reasonable measures to protect itself against the event or circumstance giving rise to the Force Majeure Event, and (3) the Nonperforming Party complies with its obligations under section 33(c).

(b) For purposes of this Agreement, “Force Majeure Event” means, with respect to a Party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that party and that prevents a party from complying with any of its obligations under this Contract, except that a Force Majeure Event will not include a strike or other labor unrest that affects only one Party, an increase in prices, or a change in law.

(c) Upon occurrence of a Force Majeure Event, the Nonperforming Party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long that Party expects it to last. Thereafter the Nonperforming Party shall update that information as reasonably necessary. During a Force Majeure Event, the Nonperforming Party shall use reasonable efforts to limit damages to the other party and to resume its performance under this Contract.

39) Attachments

The following attachments are incorporated into this Contract.

(a) Exhibit A – Statement of Work

(b) Exhibit B – Compensation

(c) Exhibit C – Consultant’s Rate Schedule

(d) Exhibit D – Sample Task Order

(e) Exhibit E – RFP #__________________

CONSULTANT SIGNATURE:

Consultant represents that Consultant has had the opportunity to consult with its own independently selected attorney in the review of this Contract. Neither Party has relied upon any representations or statements made by the other Party that are not specifically set forth in this Contract.

This Contract constitutes the entire agreement between the City and Consultant and supersedes all prior and contemporaneous proposals and oral and written agreements, between the parties on this subject, and any different or additional terms on a City purchase order or Consultant quotation or invoice.

The parties agree that they may execute this Contract and any Amendments to this Contract, by electronic means, including the use of electronic signatures.

This Contract may be signed in two (2) or more counterparts, each of which shall be deemed an original, and which, when taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereby cause this Contract to be executed.

I, the undersigned, agree to perform work outlined in this Contract in accordance to the Terms and Conditions and the Statement of Work (Exhibit A); hereby certify under penalty of perjury that I/my business am not/is not in violation of any Oregon tax laws; hereby certify that my business is certified as an Equal Employment Opportunity Employer and is in compliance with the Equal Benefits Program as prescribed by Sections 5.33.076 and 5.33.077 of the Public Contracting Rules of the City of Portland; and hereby certify I am an independent Contractor as defined in ORS 670.600

[INSERT Consultant’s Legal Name]

BY: Date:

Name:

Title:

CONTRACT NUMBER: 3100XXXX

CONTRACT TITLE: PROJECT TITLE

CITY OF PORTLAND SIGNATURES:

Approved:

Approved as to Form:

STATEMENT OF WORK

Consultant’s and City’s Project Manager for this Contract are:

1. CONSULTANT KEY PERSONNEL

The Consultant shall assign the following Key Personnel to do the work in the capacities designated and agrees not to substitute these personnel while working on the Contract without the express approval of the City, which approval shall not unreasonably be withheld:

2. SUBCONSULTANTS

Subconsultants for each specific project shall be negotiated and identified in the individual Task Orders.

The City will enforce all subcontracting commitments identified in the individual Task Orders. Consultant shall not add, eliminate, or replace any subconsultant assignments as identified in each Task Order without the prior written consent of the Chief Procurement Officer; failure to use the subconsultants identified in a Task Order without prior written consent is a material breach of the Contract. Any changes must be reported and submitted to the Compliance Specialist on the Subconsultant Change Request Form found on Procurement Services' website under Consultant Resources. All changes to this Contract, including changes to the subcontracting commitments, must be made by written amendment and approved by the Chief Procurement Officer to be valid.

For Contracts valued $50,000 or more, the Consultant shall submit subconsultant payment and utilization information electronically in the Contract Compliance Reporting System, reporting ALL subconsultants employed in the performance of this agreement. More information on this process may be viewed on the City Procurement website at: https://www.portland.gov/business-opportunities/resources/review-post-award-compliance.

3. TASK ORDERS

Work performed under this Contract must be authorized via written Task Orders signed by the City and Consultant. The scope of work, schedule, deliverables, key personnel, subconsultants, and compensation for each project will be defined in the Task Order prior to commencement of the work. Any change to the scope of work, schedule, deliverables, subconsultant utilization, and compensation must be agreed upon by the City and Consultant in writing as an amendment to the Task Order.

Task Orders will be negotiated based on capability and availability of staff as project needs are defined and shall not exceed $_____ for each Task Order. All Task Orders will be negotiated with the intent to provide equal opportunity and access in subcontracting for all businesses, including minority- and women-owned businesses. In the interest of achieving the most advantageous agreement, the City may engage multiple consultants in parallel or serial Task Order negotiations. In the event the City and a Consultant cannot reach a favorable agreement for a specific Task Order, the City shall terminate negotiations and commence negotiations with another Consultant from the list. Continual difficulties in negotiating compensation caps Task Orders, or repeated unavailability or inability to perform Task Orders may result in removal of a Consultant from the list and cancellation of the Consultant's Contract with the City.

Work that involves only direct conversations seeking professional advice from the Consultant will not require a Task Order but will be logged by the Consultant and the City's Project Manager. The log shall include the date and the estimated amount of time that assistance was provided.

Consultant must start the work authorized in the Task Order no later than five (5) calendar days from the date of the Notice to Proceed. If Consultant is unable or unwilling to complete any Task Order within the required time, Consultant shall notify the City's Project Manager in writing and forfeit the Task Order.

Following the execution of each Task Order, the City's assigned Project Manager or designated Task Manager will work directly with Consultant for the duration of the project unless otherwise noted on the Task Order.

In the event that the Contract's not-to-exceed amount is consumed prior to the end of the Contract's term, Consultant may be removed from the on-call service list.

4. SCOPE OF WORK

The Consultant shall provide services on an ongoing basis in support of, and in conformance with, the time frames described in the executed task orders.

The Consultant may be called on to perform any combination of the tasks listed below. For each identified project, the City will provide the general scope of work. The Consultant will develop and negotiate the specific scope of work, budget, deliverables and schedule. These details shall be agreed upon in writing by the Consultant and the City in individual Task Orders for each project.

The City values and supports diversity, advancing equity, and is dedicated to expanding economic opportunities by growing both the demand for and capacity of local consultants, including those owned by people of color and women. Providing equal opportunity and access in subcontracting is of paramount importance to the City for the work anticipated under this Contract, and as such the Consultant has committed to support the City’s corporate responsibility initiatives. Each negotiated Task Order shall include economic opportunities for all businesses, including minority- and women-owned businesses, to the maximum extent possible.

4.1. For any work under this Contract the Consultant shall:

4.1.1. Proceed with minimal direction and supervision.

4.1.2. Provide Project Management and coordination of design elements.

4.1.3. Provide monthly status reports on budget, schedule and work completed for each task order when invoices are submitted.

4.1.4.

4.1.5.

4.1.6. Comply with applicable design guidelines including:

4.1.6.1. ________________;

4.1.6.2. ________________;

4.1.6.3. ________________;

4.2. Examples of the types of services to be provided are described below:

4.2.1. ______________________

4.2.2. ______________________

4.2.3. ______________________

4.3. Sustainability Requirements (as defined in the RFP)

4.3.1. _______________________

4.3.2. _______________________

4.4. Work Performed by the City

The City has assigned a Project Manager to oversee the Consultant’s work and provide support as needed. The City’s Project Manager or delegate will have the sole authority to issue Task Orders to Contracts; however, issued Task Orders may have a separate assigned manager. The City will make available copies of the appropriate design guidelines and standards manuals.

The City will also provide the following services as requested:

(permitting, as-built drawings, etc.)

4.4.1. _____________

4.4.2. _____________

4.4.3. _____________

Other project specific duties the City will perform shall be identified in the individual Task Orders.

4.5. Deliverables

Deliverables and schedules for each project shall be negotiated and defined in the individual Task Orders.

All deliverables and resulting work products from this Contract will become the property of the City of Portland. As such, the Consultant and any subconsultants/subcontractors grant the City the right to copy and distributed (in any and all media and formats) project deliverables for any purposes at the sole discretion of the City of Portland.

Deliverables shall be considered those tangible resulting work products that are to be delivered to the City such as reports, draft documents, data, interim findings, drawings, schematics, training, meeting presentations, final graphics, and reports. Unless otherwise specified by the City, the Consultant shall prioritize submitting applicable deliverables electronically, and any paper-based deliverables shall be printed double-sided and in bindings or report covers that are fully recyclable, preferably using materials containing post-consumer waste (PCW) recycled content.

Deliverables and schedule for each project shall be negotiated and defined in the Task Order. Monthly subconsultant payment and utilization reporting shall be submitted electronically by the 15th of each month with invoice

5. AUTHORIZATION TO PROCEED

Irrespective of the effective date of the Contract, the Consultant shall not proceed with any work required under this Contract without a written authorization to proceed from the City. Any work performed or expenses incurred by the Consultant prior to the Consultant's receipt of authorization to proceed shall be entirely at the Consultant's risk.

Exhibit A – Statement of Work

1. Compensation

1.1. The City agrees to pay Consultant a sum not to exceed $________ for the work ordered and accepted during the Initial Term, and if services are extended a sum…