Geotechnical Engineering On Call Services RFP 2026 - Final.pdf

URBAN FLOOD SAFETY & WATER QUALITY DISTRICT

1880 NE ELROD DRIVE

PORTLAND, OR 97211

Request for Proposals ("RFP")

GEOTECHNICAL ENGINEERING ON CALL SERVICES

RFP No. S-Q10054-00016958

Pre-Qualification:

Not Required

Pre-Proposal Conference:

No pre-proposal conference will be held for this solicitation.

RFP Availability:

This RFP is available electronically through the OregonBuys website at https://oregonbuys.gov/bso. Interested parties must be registered with OregonBuys to obtain and download documents. Registration is at no cost. Future notices regarding this solicitation, including solicitation addenda, will be posted to OregonBuys. See the State Procurement OregonBuys website at https://oregonbuys.gov/bso for additional information regarding use of the OregonBuys system.

Proposals Due: Not later than 2:00 P.M. PST, June 15, 2026 Late proposals will not be accepted or considered.

Submit Proposals to: https://oregonbuys.gov/bso/

Direct Questions to:

Procurement Contact: Nicole Handley, Contract Administrator Email: NHANDLEY@URBANFLOODSAFETYOR.GOV Phone: (971) 378-2078 Questions can be submitted to the OregonBuys Q&A Tab Deadline for Questions/Solicitation Protests: June 1, 2026 at 4:00 p.m https://oregonbuys.gov/bso https://oregonbuys.gov/bso

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Proposal Documents:

RFP

Attachment A: Form of Proposed Contract

Attachment B: Proposer Information Form/Certifications

Attachment C: Certification Statement for Corporation or Independent Contractor

Attachment D: Insurance Requirements

Attachment E: Workers’ Compensation Exemption Certificate

Attachment F: Affidavit of Non-Collusion

Attachment G: References

1. Introduction

The Urban Flood Safety & Water Quality District (“UFSWQD” and “District”), seeks written proposals from qualified vendors able to provide Geotechnical Analyses of the District’s levee assets and facilities on an on-call, task order basis. Work may include analysis, inspection, sampling, cost estimation, drafting, or development review support, design or construction consulting services.

District will screen and select proposers as provided in ORS 279C.110. The District intends to award up to two (2) On-Call Price Agreements as a result of this RFP with a shared total amount of $400,000.

Actual services performed pursuant to any contract awarded under this RFP will be on a task-by-task basis and will be requested by District in a written task order. Each task order will contain a detailed statement of work, performance schedule, and maximum level of compensation. In the event that the District awards more than one contract under this RFP, task orders will be assigned based on availability, expertise, and pricing considerations. District will (a) refer back to information provided in the written proposals and interviews (if applicable) provided in response to this RFP and (b) subject to the requirements of ORS 279C.110, additional information District may require to assess availability, expertise, and pricing for a particular task order. The contract term will be five (5) years with options to renew for up to three (3) additional years.

1.1 About District

The Urban Flood Safety & Water Quality District was created by the Oregon State Legislature during the 2019 legislative session to modernize the management of the 27 miles of levee and water conveyance system that spans North Portland, Gresham, Fairview, and Troutdale. This special district replaced the four independent Drainage Districts, each of which managed sections of the system. The UFSWQD was established

-3-to provide a safer, more modern and sustainable way to manage flood safety along the Columbia River in the Portland metropolitan region. The UFSWQD continues the work of the four legacy drainage districts, and takes on new services, including:

• Contributing to improved water quality, fish and wildlife habitat, floodplain restoration and landscape resilience in the managed floodplain;

• Promoting equity and social justice in all aspects of the District’s operations;

• Preparing for and adapting to the impacts of climate change in relation to the managed floodplain;

• Providing the public with information regarding the infrastructure and the history of the managed floodplain.

A complete version of ORS 550 is located on the state’s website, https://www.oregonlegislature.gov/bills_laws/ors/ors550.html. The expectation is that this project design includes elements that advance these new UFSWQD services.

1.2 Sample of Previous Projects

See below for list of previous projects.

(a) Development review support with professional review of submitted geotechnical analyses

(b) Toe drain and relief well seepage analyses and future repair or replacement recommendations

(c) Design support during alternatives analyses and design charettes with U.S.

Army Corps of Engineers

(d) Design and analysis of proposed emergency closures at 142nd and 223rd cross-levees

(e) Levee modernization analyses evaluating levee setbacks, grout curtains, and habitat benches

1.3 Timeline/Deadlines

ACTIVITY DATE

Issuance of Request for Proposal May 15, 2026 Deadline for Questions/Clarifications/RFP Protests

June 1, 2026 at 4:00 PM

Deadline for Addenda June 8, 2026 at 4:00 PM Deadline to Withdraw from RFP Process June 15, 2026 Deadline for Submission of Proposal June 15, 2026 at 2:00 PM Initial Evaluation of Proposal June 15 –19, 2026 Interviews (Up to 4 time slots, if required) June 24 – 26, 2026 Notice of Intent to Award June 26, 2026 Deadline for Filing Protest of Award July 6, 2026 Board Approval July 16, 2026 Contract Kickoff July 20, 2026

The District reserves the right to deviate from this schedule.

https://www.oregonlegislature.gov/bills_laws/ors/ors550.html

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1.4 RFP Clarifications and Protests; Addenda

(a) Informal Questions or Requests for Clarification

Any Proposer requiring clarification of the information provided in this RFP may submit specific questions or comments in writing to OregonBuys via Q&A tab. The deadline for submitting such questions is set forth in Section 1.3.

(b) Request for Clarification or Protest of Solicitation or Contract Documents

Any Proposer wishing to protest this RFP or request clarification of any provision, specification, or contract term contained in the solicitation documents, must submit such questions, comments, or protests to:

Procurement Official: Nicole Handley

Email: nhandley@urbanfloodsafetyor.gov

The deadline for submitting such protests is set forth in Section 1.3.

(c) Content of Solicitation Protest/Request for Clarification

The prospective Proposer's written request for clarification or protest of the RFP must include all of the following and otherwise comply with

OAR 137-048-0240(1):

(i) Sufficient information to identify the solicitation that is the subject of the protest or request;

(ii) The reasons for the protest or request, including any grounds that demonstrate how the procurement process is contrary to law or how the solicitation document is unnecessarily restrictive, or is legally flawed;

(iii) Evidence or supporting documentation that supports the grounds on which the protest is based; and

(iv) A statement of the desired changes to the procurement process or the solicitation document that the prospective Proposer believes will remedy the conditions upon which the prospective Proposer based its protest or request.

(d) Addenda mailto:nhandley@urbanfloodsafetyor.gov

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If the District determines that a change or clarification to the solicitation documents is necessary, such information, clarification, or interpretation will be supplied in a written addendum, posted on OregonBuys.

Those who have registered their interest in the solicitation through OregonBuys be notified of addenda via email by OregonBuys. Addenda will have the same binding effect as though contained in this RFP. The Procurement Official will issue all addenda. Unless otherwise specified within an addendum, District’s issuance of addenda will not extend the proposal due date and time. Minor clerical errors related to or within addenda issued by District, including clerical errors in an addendum’s numbering or title, do not remove the responsibility of the proposer to acknowledge all addenda. If there are any questions related to the contents of the addenda, or how to interpret them, it is the responsibility of the Proposer to elevate those concerns for the District’s consideration.

Statements made by the District's representatives are not binding on the District unless confirmed by a written addendum.

(e) Extension of Closing

The District may extend the proposal due date and time set forth in Section 1.3 if it determines an extension is necessary to consider and respond to a properly filed protest under this Section 1.4.

2. Scope of Work

i) General

The Consultant shall provide on-call engineering and geotechnical services to provide analyses of the District’s levee assets and facilities. Each assignment will be authorized under a Task Order describing scope, schedule, deliverables, and budget.

No work shall be performed without a fully executed Task Order.

The scope of the work for task orders may include:

ii) Levee and Flood Risk Management

• Technical support for repair and analysis of levees and floodwalls

• Levee condition assessments

• Stability, seepage, and seismic analyses

• Structural and foundation assessments

• Development reviews affecting federally authorized levee systems

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iii) Geotechnical Engineering Services

• Geotechnical investigations and reports in support of District projects

• Independent geotechnical design and review of Owner-designed projects, including designs provided by other governmental agencies

iv) Construction and Cost Support

• Cost estimation services

• Construction phase services, including bid support, Contractor inquiries and responses, and construction inspection services

• Contract administration, including warranty period services

v) Emergency Response and Owner Support

• Coordination and support for Owner-led emergency response and inspection efforts

• Drafting support for Owner-designed projects

vi) Planning, and Sustainability

• Coordination with the District to qualify for available funding to offset construction costs for energy-efficient and sustainable buildings

vii) Additional Professional Services

• Professional services as deemed necessary by the Architect of Engineer, including but not limited to mechanical, electrical, structural, and civil design o Architect or Engineer will be responsible for coordinating each discipline o Associated costs will need to be included in the proposal

3. Proposal Format, Content, and Submission

3.1 Proposal Format

District proposal standards:

(a) Proposal includes a one-page cover letter (included in the page count) as the first page of the proposal. Please include your primary contact informatin (including preferred email), active business license number, and indicate whether your firm or any subcontractors are COBID certified.

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(b) Proposal includes Attachments B, C, E, F, and G

(c) Proposal addresses all evaluation criteria in the order presented in Section 3.4

(d) Proposal may not exceed 12 pages in length, not including reports, resumes, and like attachments. Please limit resumes to one page each.

Please do not include sales or promotional materials as part of proposal, unless requested.

3.2 Attachments: Proposer Certifications and Representations

Each proposal will include completed Attachments B, C, E, F and G, signed electronically. Acceptable forms of electronic signature include a scanned copy of a handwritten signature on each respective Attachment form or a signature made on each Attachment form using Adobe’s Fill and Sign Digital Signature.

3.3 Proposal Content

Proposals must provide all information requested and required under this RFP.

Proposals that do not provide all such information may be rejected as non-responsive.

3.4 Proposal Responses to Evaluation Criteria

Each proposal must address each of the following Evaluation Criteria completely, and in the order provided:

Written Evaluation Criteria

1. Proposing Firm’s structure and key personnel qualifications related to preferred qualifications.

a. Identify key personnel with prime and sub-contractors.

Provide the following for project team members:

i. Education, background, directly related work experience, professional development and licenses.

ii. Describe their unique qualifications.

iii. Describe their roles and responsibilities on projects.

b. Provide current resumes of key personnel. Include any relevant licenses and/or certifications. (Note: Resumes may be included as an appendix and would then not be included in the Proposal page count).

Maximum Points Available: 25

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c. Summarize the project management approach to complete this work, including topics such as: lines of authority, internal procedures to address work quality and cost control, and change management.

2. Proposing Firm’s experience with Pump Station Services.

a. Describe your firm’s experience providing Geotechnical Engineering Services similar in scope and complexity to those outlined in this RFP.

b. Explain your approach to providing technical support and geotechnical investigations and reports ensuring they align with both industry standards and specific client needs, including examples of past projects.

c. If utilizing subcontractors, provide details on their relevant experience and process for verifying and validating collected data before it is incorporated into final deliverables.

d. Detail your experience with levees, cost estimation, construction services and structural foundation seismic assessments.

Maximum Points Available: 30

3. Understanding of Requested Services, Approach and Implementation

a. Provide an overview of how your project team would approach the work outlined in the Scope of Work for this RFP. How does your firm ensure capacity to handle both urgent and long-term projects, particularly within varying timelines, while maintaining high-quality standards?

b. Explain how you ensure data accuracy, consistency, and compliance with industry standards.

c. Describe your experience working with drainage districts and local, state, and federal agencies, and how that experience will help ensure success in coordinating services for the District.

d. Describe three projects* of similar scope and size, which your firm has completed on time, on budget and to a high quality standard. Provide the project start and end dates, client and cost.

List these client’s names in Attachment G: References

Available: 30

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4. Community Outreach and Commitment to Environmental Sustainability

Please provide responses to the following questions.

Describe your firm’s mission and goals and provide examples of how you address your goals. (5 pts)

Describe how the firm engages and collaborates with the community. (5 points)

Describe how your team strives to lessen environmental impacts.

(5 points)

Available: 15

Total Points Available: 100

Interview Evaluation Criteria

Project Team: proposed key staff and subcontractor qualifications, and their capacity

Maximum Points Available: 20

Project Approach

Available: 30

Proposer’s Capabilities and Experience

Available: 50

Total Points Available: 100

3.5 Proposal Submission

Proposals must be delivered to OregonBuys no later than the due date and time set forth in Section 1. Proposals not received by the due date and time will be considered late. Proposer is encouraged to save a confirmation receipt after uploading their proposal to OregonBuys. District will reject all late proposals.

Proposers assumes the risk of premature disclosure of any proposal submission due to submission in an unsecure form.

In the event of a failure of District’s system for electronic submission of proposals that interferes with the ability of Proposers to submit electronic proposals, protest, -10-or otherwise participate in this RFP, District may cancel this RFP of may extend the proposal due date and time.

Proposals are due no later than the due date and time as set forth in Section 1.3 to the official and at the location set forth on page 1 of this RFP.

3.6 Proposal Withdrawal

A Proposal may be withdrawn in person with proper identification, or by issuing a written request on company letterhead, signed by an authorized representative, and received by the District prior to 2:00 pm PST, on deadline to withdraw from the proposal process set forth in Section 1.3 above.

3.7 Confidential Information

The District is subject to the Oregon Public Records Law (ORS 192.311 to 192.478), which requires the District to disclose all records generated or received in the transaction of District business, except as expressly exempted under ORS

192.338 to 192.355, or other applicable law.

Pursuant to ORS 279C.107, the District need not open proposals for public inspection until after execution of the contract(s) awarded under this section.

Thereafter, the District will not disclose records submitted by a Proposer that are exempt from disclosure under the Oregon Public Records Law, subject to the following procedures and limitations:

The Proposer must mark all proposal pages containing the records it has determined as confidential under Oregon Public Records Law and must segregate those pages in the following manner:

(a) Such pages must be clearly marked "Confidential" on each page of the confidential document.

(b) Proposer must separate confidential pages from its other proposal pages by providing the confidential pages to District in a separate e-mail file attachment.

(c) In its proposal, Proposer must cite the specific statutory exemption in Oregon Records Law exempting such pages from disclosure.

(d) Subsections (a) and (b) above will prevail in the event these provisions conflict with formatting or response instructions elsewhere in this document.

(e) Proposers may not mark an entire proposal confidential. Should a proposal be submitted in this manner, the District will hold no portion of the proposal as confidential, unless such a portion is segregated as

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Notwithstanding the above procedures, the District reserves the right to disclose information that the District determines, in its sole discretion, is not exempt from disclosure or that the District is directed to disclose by the Multnomah County District Attorney or a court of competent jurisdiction.

Prior to disclosing such information, the District will make reasonable attempts to notify the Proposer of the pending disclosure.

4. Proposal Evaluation and Award

4.1 Clarification of Responses

In the event that one or more proposals are in need of clarification, the District will request such clarification in writing and will afford the Proposer(s) contacted an opportunity to respond in kind, with the necessary clarification.

4.2 Site Visits/Informational Activities

At any point before or after the opening of proposals, the District may conduct site visits, demonstrations, informational and group activities with Proposers for the purpose of clarification to ensure full understanding of, and responsiveness to, the solicitation documents or to consider and respond to requests for modifications to the proposal requirements. The District will use procedures designed to accord Proposers fair and equal treatment with respect to any opportunity for discussion and revisions of proposals.

4.3 Proposal Evaluation

The evaluation process of this RFP will be comprised of a

• A written proposal.

• Interviews (should the District determine they are required).

An Evaluation Committee, consisting of not less than three individuals, will evaluate the proposals. Each evaluator will independently evaluate and score proposals in accordance with the Evaluation Criteria. The District may assign certain evaluators specific evaluation criteria, in alignment with the evaluator's expertise.

(a) Written Proposal Evaluation – Proposal Phase 1

(i) Each evaluator will independently score proposals in accordance with the Evaluation Criteria.

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(ii) The District will average the written proposal scores per category and then sum the category averages for a total written evaluation score for each proposal.

(b) Invitation for Interview

(i) After scoring the written proposals under Section 4.3(a) of this RFP, the Evaluation Committee may conduct interviews with one or more of the top-ranked proposers if the Evaluation Committee determines that interviews are necessary or desirable in its sole determination.

(ii) The number of proposers selected for interviews is at the sole discretion of the Evaluation Committee.

(iii) Proposers selected for interviews will be notified by the Evaluation Committee at least 5 business days in advance of the interview date.

(iv) No additions, deletions or substitutions may be made to proposals during the interviews/presentations that cannot be viewed as clarification.

(c) Interview Evaluation

(i) Each evaluator will score the interview evaluation criteria.

(ii) The District will average the interview scores per category and then will sum the category averages for a total interview evaluation score for each proposal.

(iii) The District will sum the written evaluation score and the total interview evaluation score to achieve a total score per proposer.

(d) References

The District reserves the right to investigate references, including customers other than those listed in a Proposer's submission. This inquiry may include without limitation investigation of past performance of any Proposer with respect to its successful performance of similar projects, compliance with specifications and contractual obligations, completion or delivery of a project on schedule, and its lawful payment of employees and subcontractors.

4.4 Notification of Intent to Award

The District will notify Proposers of its Intent to Award on OregonBuys.

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4.5 Negotiation

(a) After the District has issued the Notice of Intent to Award, the District will commence serial negotiations with the highest-ranked eligible Proposer.

(b) At any time during negotiations, the District may terminate negotiations with the highest-ranked Proposer, or the eligible Proposer with whom it is currently negotiating if the District believes that:

(i) The eligible Proposer is not negotiating in good faith; or

(ii) Further negotiations or negotiations with the eligible Proposer will not result in the parties agreeing to the terms and conditions of a final Contract in a timely manner.

(c) If the District terminates negotiations with an eligible Proposer, the District may then commence negotiations with the next highest-ranked eligible Proposer.

(d) The District reserves the right to negotiate final contract terms with the selected Proposer(s) to the fullest extent allowed by law and as in the best interest of the District, including a maximum compensation level that the District alone determines is fair and reasonable.

4.6 Award of Contract

If the District awards a contract pursuant to this RFP it will award a contract to the responsible Proposer whose proposal the District determines in writing is the most advantageous to the District based upon the evaluation process and criteria described in this RFP, applicable preferences, and the outcome of any negotiations authorized by this RFP.

5. Solicitation Terms and Conditions; Protest of Award

5.1 District Right to Cancel Solicitation

The District reserves the right to cancel this RFP at any time or to reject any and all proposals, if the District determines that doing so is in the public interest.

5.2 Proposer Cost of Response Preparation

Proposers will bear sole responsibility for all costs incurred in preparing and providing their proposals in response to this RFP. The District is not liable to any Proposer for any loss or expense caused by or resulting from the cancellation of a solicitation or rejection of a proposal.

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5.3 Submitted Materials are District Property

All material submitted for any portion of a proposal in response to this RFP, or during any phase of this solicitation, will become the property of the District and will not be returned to Proposers.

5.4 Additional District Reservations

The District reserves the right to reject all proposals, to reject any proposal not in compliance with all prescribed procedures and requirements, to waive any or all irregularities in proposals submitted, and to award any or all items or services contained in a proposal.

5.5 Proposal Validity

Proposals will remain valid for a period of 75 days following the proposal submission deadline.

5.6 Sufficient Information.

All Proposers represent and warrant that by responding to this RFP, they have been sufficiently informed in all matters relating to the performance of services solicited under this RFP and its attachments. Prior to submitting a proposal, all Proposers will make a careful examination of this RFP and its provisions, including but not limited to all terms and conditions and specifications. Failure to take these precautions will not release a proposer from performing the services solicited under this RFP in strict accordance with the terms of any contract awarded as a result of this RFP.

5.7 Protests

(a) Protest of Contract Award

A Proposer may protest the Intent to Award a contract in accordance with OAR 137-048-0240, provided:

(i) The Proposer is adversely affected because the Proposer would be eligible to be awarded the contract in the event that the protest is successful; and

(ii) The reason for the protest is:

(1) All higher-ranked proposals (or, in the event multiple contracts are awarded, a sufficient number of proposals) are non-responsive or failed to meet the requirements of this RFP, or all higher-ranked proposers (or, in the event multiple contracts are awarded, a sufficient number of

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(2) The District has failed to conduct the evaluation of proposals in accordance with the criteria or processes described in the solicitation materials;

(3) The District has abused its discretion in rejecting the protestor's proposal as non-responsive or;

(4) The District's evaluation of proposals or the District's subsequent determination of Award is otherwise in violation of the District's Public Contracting Rules or the Public Contracting Code.

Address protest to:

PROTEST OF AWARD: RFP NO. S-Q10054-

00016958

Procurement Official: Nicole Handley Email: NHandley@urbanfloodsafetyor.gov

(5) All protests of Award must be in writing and received by the title of procurement official no later than 2:00 p.m. on the deadline for submitting such protests set forth in Section 1.3.

(6) Protests must specify the grounds for the protest including the specific citation of law, rule, regulation, or procedure upon which the protest is based. The judgment used in scoring by individual evaluators is not grounds for protest.

(7) Protests not filed within the time specified in paragraph 1 above, or which fail to cite the specific law, rule, regulation, or procedure upon which the protest is based will be dismissed. An issue that could have been raised by request for clarification or protest of the solicitation is not a ground for protest of award.

(b) The District will resolve all protests in accordance with OAR 137-048- 0240(3).

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6. Contract Terms and Conditions

6.1 Contract Award and Term

The District intends to award up to two (2) contracts as a result of this RFP.

6.2 District Contract

Proposers are advised to thoroughly review and familiarize themselves with the District sample standard contract incorporated as Attachment A.

The successful Proposer will be invited to enter into a contract in substantially the form attached hereto as Attachment A.

Any contract resulting from this RFP will be based on the RFP documents and in compliance with the District Public Contracting Rules and the Public Contracting Code.

6.3 Insurance

Proposers are advised to carefully review the insurance requirements contained in Attachment E. Proposer will promptly provide Certificates of Insurance at the District's request.

Engineering Services Price Agreement Rev 5.6.2025

ENGINEERING SERVICES AGREEMENT

between

URBAN FLOOD SAFETY AND WATER QUALITY DISTRICT

and

CONTRACTOR NAME

For

GEOTECHNICAL ENGINEERING ON CALL SERVICES

Agreement Number: UFD-XXXX-XX-ESA

This Engineering Services Price Agreement (“Agreement”) is made by and between the URBAN FLOOD SAFETY AND WATER QUALITY DISTRICT, an Oregon special district created under ORS 550 ("District"), and [FULL LEGAL NAME OF CONTRACTOR] ("Contractor"), a _________ corporation by and through their duly authorized representatives, for (insert description of services). This Agreement may refer to the District and Contractor individually as a “Party” or jointly as the “Parties”.

Effective Date and Termination. The effective date of this Agreement is [insert date] or the date on which each Party has signed this Agreement, whichever is later (the “Effective Date”). Unless earlier terminated as provided below, the termination date is [insert date] (“Termination Date”).

The total Compensation Cap amount under this Agreement shall be $____.

Recitals:

WHEREAS, to further its operations, the District desires to obtain geotechnical engineering services (the “Services”); and

WHEREAS, Contractor, in its Proposal dated ________ and submitted in response to the District’s RFP/ITB number ___________ represented that it has the knowledge, experience, and expertise in (identify what) and;

WHEREAS, the District selected Contractor based on its Proposal;

The Parties agree as follows:

ATTACHMENT A

SAMPLE CONTRACT

TERMS AND CONDITIONS

1. Initial Information

a. Party Contacts. Contractor’s and District’s Point of Contact for this Agreement are:

Urban Flood Safety and Water Quality District Contractor:

Name: Name:

Title: Title:

Address: Address:

City, State: City, State:

e-mail: e-mail:

Copy to: Trisha Schultz/Nicole Handley Copy to:

Procurement Services tschultz@urbanfloodsafetyor.gov nhandley@urbanfloodsafetyor.gov

b. Agreement Renewal: This Agreement may be renewed upon mutual agreement of both Parties

c. Contractor's Contract to Provide Services. Contractor agrees to provide the District with the Services described in Exhibit 1 (Statement of the Work) upon issuance of a Task Order from District identifying a specific project (a “Project”), scope of work, schedule, and price (a “Task Order”). District, however, has no obligation to issue any Task Orders to Contractor under this Agreement. All Task Orders, contracts, purchase orders, accepted proposals, and requests for Services issued by District to Contractor under this Agreement are subject to and governed by this Agreement, and this Agreement is incorporated into each Task Order. Although all Services are subject to this Agreement, the Parties will create a Task Order for any Services as a prerequisite for any payment to the Contractor for Services.

d. Changes to Agreement.

1. Amendment of the Agreement. Any changes to the provisions of this Agreement shall be in the form of an Amendment. No provision of this Agreement may be amended unless such Amendment is approved and executed in writing by authorized representatives of the Parties.

e.Payment for Work. The District agrees to pay Contractor in accordance with Exhibit 1.

f.Compensation Cap. Each Task Order will include a not-to-exceed budget for a Project, including reimbursable expenses (the “NTE Project Budget”). Each NTE Project Budget is subject to the Compensation Cap, and an NTE Project Budget, when added to the total sum of the NTE Project Budgets set forth under all previously issued Task Orders, may not exceed the Compensation Cap.

mailto:tschultz@mcdd.org mailto:nhandley@urbanfloodsafetyor.gov g.Exhibits. This Agreement includes the following Exhibits:

Exhibit 1: Statement of Work, Compensation, and Invoicing Requirements Exhibit 2: Insurance Requirements Exhibit 3: Certification Statement for Corporation or Independent Contractor Exhibit 4: Key Personnel and Contractor’s Rate Schedule Exhibit 5: Contractor’s Proposal Exhibit 6: General Grant Funding Terms and Conditions Exhibit 7: Sample Task Order Exhibit 8: [Add any maps, Specifications, Drawings, etc.]

a. Contract Documents. The Contract consists of the Contract Documents, are as follows and are incorporated into this Agreement:

1. This Agreement;

2. A Task Order;

3. A proposal from the Consultant, as applicable, accepted in writing by District only to the extent that it sets out the scope of any Services and an agreed-upon NTE Project Budget.

No terms or conditions of a proposal from Consultant (including but not limited to any proposal that may be included as an exhibit or attachment to this Agreement) are incorporated into this Agreement to the extent that they address matters that are the subject of this Agreement;

4. Drawings, specifications, and addenda issued before the execution of a Task Order;

5. Other documents incorporated by the terms of the Contract Documents; and

6. Amendments issued after execution of this Agreement.

b. Order of Precedence. The terms of the Contract Documents are subject to the following order of precedence:

1. Terms of an Amendment issued after the execution of this Agreement;

2. This Agreement (excluding its exhibits);

3. Exhibits to this Agreement;

4. Consultant’s proposal, if applicable;

5. Drawings, specifications, and addenda issued before execution of a Task Order; and

6. Other documents incorporated by the terms of the Contract Documents.

2. Consultant’s Duties.

a. Consultant Representative. Consultant shall identify a representative authorized to act for Consultant Under this Agreement as identified in Exhibit 4: Key Personnel. District has the right to review and approve any representative proposed by Consultant, which approval shall not be unreasonably withheld. Consultant shall not appoint a representative to whom District has reasonably and timely objected. Consultant shall not substitute representatives without District’s review and approval. Consultant acknowledges that this Agreement was awarded in part on the basis of the unique background and abilities of the key personnel and subconsultants identified by Consultant. Consultant shall not remove, re-assign, or replace key personnel without District’s prior written consent.

b. Subconsultants. Consultant shall identify by firm, name, and title, the primary subconsultants who will perform Services under this Agreement as listed in Exhibit 4: Key Personnel.

Consultant shall not engage or assign any person or entity to whom District has made a reasonable and timely objection. District has the right to review and approve any subconsultant substitutions proposed by Consultant. District shall not unreasonably withhold its review and approval of these substitutions. Upon District request, Consultant shall promptly provide copies of Consultant’s agreements with subconsultants.

c. Conflicts. Consultant represents that Consultant has no existing interest and shall not acquire any interest, direct or indirect, that would reasonably appear to interfere in any manner or degree with the performance of Services under this Agreement and that Consultant shall employ no person having such interest.

d. Insurance. Before beginning any Services, Consultant shall obtain and maintain for the duration of this Agreement all insurance coverages listed in Exhibit 2 (Insurance Requirements). Maintenance of insurance coverage is a material element of this Agreement and Consultant’s failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement, as required or when requested, may be treated as a material breach.

3. Scope of Consultant’s Services.

a. Legal and Policy Compliance. Consultant shall provide the Services described in detail in Exhibit 1 and specified within any Task Order in accordance with the terms of this Agreement, federal, state, or local law or ordinance, all regulations and administrative rules established pursuant to those laws, and all applicable District’s policies, procedures, rules, and other protocols that have been provided to Consultant. Consultant shall provide the Services so that each Project will be completed as expeditiously and economically as possible within the total budgeted cost to District and in District’s best interests.

b. Standard of Care. Consultant shall perform the Services with skill, care, and diligence in accordance with the standard of care applicable to such Services performed by recognized firms providing similar services in District and on projects similar to the Project. Consultant shall be responsible to District for all Services provided whether provided by Consultant or by subconsultants it engages.

1. All persons or entities providing Services under this Agreement shall be licensed as may be required by Oregon law.

2. Consultant shall rely on its professional judgment as to the accuracy and completeness of District-provided services and information. Consultant shall provide prompt written notice to District if Consultant becomes aware of any material deficiencies, errors, omissions, or inconsistencies in District services or information or if in Consultant’s opinion the construction cost budget will not be sufficient to complete the construction as programmed.

c. Time is of the Essence. Time is of the essence in the performance of this Agreement. Upon execution of a Task Order, Consultant shall begin providing Services and shall complete its performance in accordance with this Agreement. Consultant shall not be responsible for delay in performance to the extent those delays are caused by circumstances beyond Consultant’s reasonable control.

d. Additional Services. Consultant shall perform only the Services authorized by this Agreement and under an individual Task Order. Additional Services (as defined in Exhibit 1) will be compensated only as authorized in writing by District. District will not pay for Additional Services made necessary by Consultant or any subconsultant mistakes.

e. Approvals; Permits. Consultant represents that it and its subconsultants have expertise and working knowledge of the applicable approval and permit application requirements of any governmental jurisdiction and shall be responsible to provide the Services in the form and at the time required to obtain such approvals or permits. To the extent required by this Agreement, Documents, Consultant shall assist District in preparing and submitting any such applications and will execute such applications on District’s behalf.

f. Independent Contractor. Consultant shall perform all Services as an independent contractor.

Although District reserves the right to set the delivery schedule for the Services and to evaluate quality of completed Services, District cannot and will not control the means and manner of Consultant’s performance. Consultant is responsible to determine the appropriate means and manner of performing the Services. Consultant, Consultant’s employees, and any subconsultants are not “officers, employees, or agents” of the State of Oregon or District (as those terms are used in ORS 30.265) and shall have no authority to bind District for the payment of any cost or expense without District’s express written approval.

g. Other Service Providers. District reserves the right to enter into other agreements for work additional or related to a Project, and Consultant agrees to cooperate fully with these other contractors and with District personnel. When requested by District, Consultant shall coordinate its performance under this Agreement with such additional or related work.

Consultant shall not interfere with the work performance of any other contractor or District employees.

4. District’s Duties.

a. Written Information. Unless otherwise provided for under this Agreement, District shall provide written information in a timely manner on requirements and limitations of the Project.

This information shall include District’s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems, and site requirements.

b. District Representative. District shall identify a representative authorized to act on its behalf for each Project on all of that Project’s matters. The District’s authorized representative will have the sole authority to make decisions for the District under a Contract.

c. Other Consultants. District shall coordinate the services of its own consultants with Consultant’s Services. Upon Consultant’s request, District shall furnish copies of the scope of services in the contracts between District and District’s consultants.

d. Surveys, etc. Except as otherwise specified in a Task Order, District shall provide surveys or other property descriptions to describe physical characteristics, legal limitations and utility locations for a Project site, and a written legal description of the site. The surveys and legal information will include, as applicable, grades and center lines of streets, alleys, pavements, and adjoining property and structures; locally designated floodplain; designated wetlands;

adjacent drainage; rights-of-way, restrictions, easements, and public utility easements;

encroachments, zoning, deed restrictions, boundaries, and contours of the site; locations, dimensions, and necessary data with respect to existing buildings, other improvements, and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. Consultant shall promptly review the information and notify District of corrections or additions required.

e. Site Access. District shall provide Consultant access to the Project site before Services begin and shall cause District contractors to provide Consultant access to their work wherever it is in preparation or progress.

5. Drawings, Specifications, and Other Documents.

a. Instruments of Service. Instruments of service (“Instruments of Service”) include drawings, specifications, and other documents, including those in electronic form, prepared by or on behalf of Consultant for District’s use with respect to a Project. Consultant will be deemed the author and owner of the Instruments of Service and may retain all common law, statutory, and other reserved rights, including copyrights.

b. Authorized Use. Consultant grants to District a nonexclusive, irrevocable, and perpetual license to use and reproduce Consultant’s Instruments of Service for purposes of constructing, using, and maintaining the Project. Consultant will obtain similar nonexclusive, irrevocable, and perpetual licenses from Consultant’s subconsultants consistent with this Agreement. All copies, including those in electronic form, of drawings, specifications, or other Instruments of Service provided to and retained by District under this Agreement will be the property of District, and District may use them without Consultant’s further authorization for any proper purpose relating to the Project, including but not limited to additions to or completion of the Project. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project does not constitute a publication in derogation of Consultant’s reserved rights. If and upon the date Consultant is in default of this Agreement, the foregoing license shall be supplemented by a second, nonexclusive license permitting District to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections, or additions to the Instruments of Service solely for purposes of completing, using, and maintaining the Project. Notwithstanding any other provision of this Section 5, Instruments of Service may be continuously used for construction of the Project until the Project is complete, regardless of any dispute between the parties, including without limitation any dispute for payment.

c. Changes; Unauthorized Use. Consultant is not responsible for changes to Instruments of Service made by others without Consultant’s knowledge and authorization. Any unauthorized use of the Instruments of Service will be at the user’s sole risk and without liability to Consultant. District’s use or distribution of the Instruments of Service for any purpose other than a purpose authorized under this Agreement will be at District’s risk, and to the fullest extent permitted by law, District agrees to indemnify and hold harmless Consultant, its principals, employees, and subconsultants from and against claims, damages, losses, and expenses (including attorney fees) for personal injury or death or damages to property arising out of or resulting from District’s unauthorized use of the Instruments of Service.

d. Records Maintenance. Consultant shall maintain complete and accurate records of all Services performed and all documents produced under this Agreement for ten years after completion or abandonment of a Project, including all accounting and financial records. Financial and accounting records must be maintained in accordance with generally accepted accounting practices in the industry. Consultant shall make these records available to District upon reasonable notice. Upon District’s request, Consultant shall submit exact duplicates of originals of all requested records to District.

e. Delivery of Project Records. Upon District’s written request or following the termination of this Agreement for any reason and at no cost to District, Consultant shall promptly deliver to District all Project records, including all administrative documents produced, compiled, or maintained by Consultant as a part of the Services provided for a Project, including the following:

1. One reproducible hard copy set of the construction and permit documents, including the bidding requirements, specifications, and cost estimates for the Project;

2. One set of fixed image CADD files of the drawings that comprise the construction and permit documents;

3. One set of non-fixed image CADD drawing files of the site plans, floor plans (architectural, plumbing, structural mechanical and electrical), roof plans, sections, and exterior elevations of the Project; and

4. All final or draft studies, reports, calculations, drawings, maps, models, photographs, technology data, and documents prepared by Consultant under this Agreement.

6. Termination.

a. Unilateral. District may terminate the Agreement, at any time for its convenience. If District terminates for convenience, Consultant may invoice District and District shall pay all undisputed invoice(s) for Services performed until District’s notice of termination.

b. Mutual. Either party may terminate this Agreement, in the event of a material breach by the other. To be effective, the party seeking termination must give to the other party written notice of the breach and its intent to terminate. If the breaching party fails to cure the breach within 15 days of the date of the notice, the non-breaching party may terminate this Agreement, at any time thereafter by giving a written notice of termination.

c. Other. Except as indicated in this section, termination will have no effect upon any of the rights and obligations of the parties arising out of any transaction occurring before the effective date of such termination.

7. Payments.

a. Exhibit 1. Payment shall be made as provided in Exhibit 1. Contractor shall bill District monthly as Services are performed in accordance with this Agreement. The District makes payments via electronic fund transfers through the Automated Clearing House (ACH) network.

To initiate payment of invoices, Contractor shall execute the District’s standard ACH Vendor Payment Authorization Agreement. Upon verification of the data provided, the ACH Vendor Payment Authorization Agreement will authorize the District to deposit payment directly into specified Contractor accounts with specified financial institutions..

b. Monthly Invoices. Consultant shall provide District with monthly invoices detailing Services rendered and reimbursable expenses incurred in the preceding month in accordance with Exhibit 1. In addition to the requirements of Exhibit 1, invoices shall include itemization of all approved Agreement amendments whether or not they are currently being billed. Consultant expressly waives any right to additional payment for any Services in the absence of District’s written authorization or request.

c. Payment Method. District shall pay Consultant for Services rendered and for reimbursable expenses authorized under this Agreement in accordance with Exhibit 1.

d. Reimbursables. Upon District’s request, Consultant shall provide to District all records of reimbursable expenses, expenses pertaining to a change in Services, and any Services performed on the basis of hourly rates or expense shall be available to District or District’s authorized representative at mutually convenient times.

e. Errors and Omissions; Fee Adjustments. District will not pay for any additional costs, change orders, or fee increases due to Consultant’s errors or omissions. Regardless of the structure of Consultant’s fee, if any, the fee may be adjusted downward if, in accordance with this Agreement, District reduces the Services to be provided under this Agreement.

f. Non-Appropriation; Adequate Funding. District is prohibited from contracting for Services for which it has not received appropriated funds. If payment for Services under this Agreement extends into District’s next fiscal year, District’s obligation to pay for such work shall be subject to approval of future Board appropriations to fund this Agreement. Moreover, continuation of this Agreement at specified levels is specifically conditioned on adequate funding under District’s budget adopted in June of each year. District reserves the right to adjust the level of Services provided for in this Agreement in accordance with funding levels adopted by District’s Board of Directors.

g. Escalation. Consultant may request,.