POBH BOAT YARD STORMWATER IMPROVEMENTS PROJECT RFP AandE.pdf

16330 Lower Harbor Road ● P.O. Box 848 ● Brookings Oregon 97415

(541)469-2218 ● (541)359-3999 ● www.portofbrookingsharbor.com ● info@portofbrookingsharbor.com

Port of Brookings Harbor This Institution is an Equal Opportunity Provider

REQUEST FOR PROPOSALS (RFP)

PROFESSIONAL ENGINEERING SERVICES

BOAT YARD STORMWATER IMPROVEMENTS PROJECT

1. RFP IDENTIFICATION

RFP No.: PBH-ENG-2026-01

Issuing Agency: Port of Brookings Harbor

Project Location: Port of Brookings Harbor Boatyard, Brookings, Oregon

Issue Date: October 28, 2026

Proposals Due: December 2, 2026, 10am Pacific Time

2. NOTICE TO PROPOSERS

The Port of Brookings Harbor (Port) invites qualified, licensed engineering consulting firms to submit proposals for professional engineering services for the design and permitting of improvements to the Port’s boatyard facilities, including reconstruction of a marine travel lift system rated for 85-ton capacity.

This solicitation is issued as a Qualifications-Based Selection (QBS) pursuant to Oregon Revised

Statutes (ORS) Chapters 279A and 279C for architectural and engineering services.

3. PROJECT DESCRIPTION

Port intends to modernize and reconstruct its existing boatyard infrastructure to support commercial fishing, marine services, and Port operations. The project generally includes:

• Heavy-duty boatyard resurfacing suitable for marine industrial use

• Stormwater collection and industrial water quality treatment improvements

• Electrical power distribution upgrades and exterior yard lighting

• Demolition and reconstruction of a marine travel lift system designed for 85-ton rated capacity

• Coordination with the Port operations, tenants, and regulatory agencies

The project site is located within Oregon’s designated Coastal Zone and will require coordination with county, state, and federal agencies.

file:///C:/Users/lpusateri/ND%20Office%20Echo/VAULT-3ZASG2R6/www.portofbrookingsharbor.com

4. PROCUREMENT METHOD AND LEGAL COMPLIANCE

• This RFP is governed by ORS 279A and ORS 279C.

• Selection shall be based on the proposer’s qualifications and experience.

• Cost proposals shall not be submitted at this stage.

• Port will negotiate a contract with the highest-ranked firm.

• If negotiations are unsuccessful, Port may terminate negotiations and proceed with the next-ranked proposer.

• If this project is funded in whole or in part with U.S. Environmental Protection Agency

(EPA) Community Grants assistance (e.g., Congressionally Directed Spending /

Community Project Funding), the selected Consultant shall comply with all applicable

EPA award terms and conditions and federal assistance requirements, including those summarized below.

• Uniform Guidance / EPA assistance regulations: Comply with 2 CFR Part 200 (Uniform

Guidance) and EPA’s regulation at 2 CFR Part 1500, as applicable.

• EPA procurement requirements: Support Port in meeting applicable federal procurement standards (including competition requirements, required contract provisions, and documentation/recordkeeping). Where applicable, comply with EPA procurement standards at 2 CFR 200.317–200.327 and EPA supplements at 2 CFR 1500.10–1500.11.

• Cost share (recipient responsibility): EPA Community Grants generally include a 20% non-federal cost share requirement unless waived/modified by EPA per the award terms and applicable guidance. The Consultant shall provide budget and documentation support as reasonably needed for compliance.

• Build America, Buy America (BABA): For covered infrastructure projects, comply with domestic preference requirements for iron, steel, manufactured products, and construction materials, including documentation and any approved waivers, as applicable.

• Davis-Bacon and Related Acts (DBRA): If the project includes EPA-funded construction subject to DBRA, comply with prevailing wage requirements, contract clauses, and related reporting and oversight requirements, as applicable.

• American Iron and Steel (AIS) (if applicable): For covered water infrastructure components, comply with AIS domestic sourcing requirements, certifications, and documentation, as applicable.

• Environmental review / cross-cutting requirements: Support completion of any required federal environmental review and comply with applicable cross-cutting authorities identified in the EPA award terms and conditions.

• Reporting, audits, and access to records: Provide information needed for performance/progress reporting; retain and provide access to records as required; and cooperate with any applicable audit requirements.

5. SCOPE OF SERVICES

The selected Consultant shall provide professional engineering services including, but not limited to, the following tasks:

5.1 Project Management and Coordination

• Coordinate with Port staff and reviewing agencies

• Integrate Port operational requirements and construction phasing needs

5.2 Existing Conditions Assessment

• Site visits and condition assessments

• Review of available as-built drawings and Port records

• Preparation of an Existing Conditions Technical Memorandum

5.3 Civil and Surface Engineering

• Design heavy-duty pavement sections suitable for:

o 85-ton travel lift wheel loads o Boat blocking, staging, and marine maintenance activities

• Design demolition limits and construction phasing

• Incorporate durability provisions for coastal and saline environments

5.4 Storm Drainage and Water Quality

• Stormwater collection system design

• Industrial stormwater treatment compliant with Oregon DEQ requirements

• Supporting documentation for permitting and Port review

5.5 Electrical Power and Lighting

• Evaluation and design of electrical service and distribution

• Exterior lighting design for safety, security, and operations

5.6 Travel Lift Demolition and Reconstruction

• Demolition plans for existing travel lift infrastructure

• Structural and civil design of foundations, slabs, and ramp for an 85-ton rated travel lift

• Coordination with travel lift manufacturer design requirements

5.7 Permitting and Environmental Support

• Technical support for Curry County land use review

• Joint Permit Application for USACE, ODSL and ODEQ

• Oregon DEQ 1200-Z stormwater permit support

5.8 Construction Documents

• Civil, structural, and electrical drawings suitable for public works bidding

• Technical specifications

• Stormwater treatment calculations and details

• Engineer’s Opinion of Probable Construction Cost

• Record (as-built) drawings

5.9 Optional Construction-Phase Services

• Submittal and shop drawing review

• Responses to Requests for Information (RFIs)

• Limited construction observations

6. PROPOSAL SUBMITTAL REQUIREMENTS

6.1 Format and Length

Proposals shall not exceed 30 pages, excluding résumés and required forms.

6.2 Proposal Contents

Proposals shall be organized as follows:

1. Cover Letter

2. Firm Overview and Qualifications

3. Relevant Marine and Port Project Experience

4. Project Team and Key Personnel

5. Project Approach and Understanding

6. Proposed Schedule and Availability

7. References (minimum of three, preferably public owners or ports)

8. Required Certifications and Forms

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.

7. SOLICITATION CLARIFICATIONS AND PROTESTS

• 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 the individual listed under Section 16 of this document (the “Procurement

Contact”). Email is the preferred form of written communication. The deadline for submitting such questions is set forth in Section 9.

• Request for Change or Protest of Solicitation or Contract Documents: Any Proposer wishing to protest this RFP or request a change to any provision, specification, or term contained in the solicitation documents, must submit such questions, comments, or protests to the Procurement Contact. The deadline for submitting such protests is set forth in Section 9.

• Content of Solicitation Protest/Request for Clarification: The prospective Proposer’s written request for change or protest of the RFP must include all of the following and otherwise comply with OAR 137-048-0240(1):

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

(2) 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;

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

(4) 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.

• Addenda: If Port 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 the Port’s website and OregonBuys.

Addenda shall have the same binding effect as though contained in this RFP. The title of official in charge of the procurement shall issue all addenda not less than seven days prior to the proposal submission deadline. Unless otherwise specified within an addendum, the

Port’s issuance of addenda will not extend the proposal due date and time.

Minor clerical errors related to or within addenda issued by Port, including clerical errors in an addendum’s numbering or title, do not remove the responsibility of the proposer to acknowledge all addenda.

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

• Extension of Closing: Port may extend the proposal due date and time set forth in

Section 9 if it determines an extension is necessary to consider and respond to a properly filed protest under this Section 7.

8. PROPOSAL EVALUATION AND SCORING

Each evaluator will score proposals submitted to Port based on the following criteria:

Written Evaluation Criteria – Proposal Phase 1

Relevant Marine / Port Experience Maximum Points

Available: 30

Travel Lift & Heavy Industrial Facility Experience Maximum Points

Available: 25

Project Team Qualifications Maximum Points

Available: 20

Project Approach & Understanding Maximum Points

Available: 15

Schedule & Availability Maximum Points

Available: 10

Total Points Maximum Points

Available: 100

Interview Evaluation Criteria – Proposal Phase 2 (if conducted)

A. Proposed Key Staff and Staff Experience; Staff Capacity, Subcontracting

Describe in detail the experience level and capabilities of your key staff – those who will be assigned to this project.

Maximum Points

Available: 10

B. Engineering Philosophy and Approach

Describe in detail what makes your engineering approach work better than the competition.

Maximum Points

Available: 10

C. Integrity and professional ethics.

Integrity is critical to Port. Describe in detail how your firm demonstrates professional ethics over pure profit.

Maximum Points

Available: 10

Total Points

Available: 30

9. ANTICIPATED SCHEDULE

• RFP Issued: October 28, 2026

• Questions and Clarification Requests Due: November 16, 2026

• Deadline for Protest of RFP: November 25, 2026

• Proposals Due: December 2, 2026, by 10 am Pacific time

• Proposal Review and Scoring: December 3, 2026

• Interviews (if conducted): December 9, 2026

• Consultant Selection/Notice of Intent to Award: December 9, 2026

• Deadline for Filing Protest of Award: December 15, 2026, by 5pm.

• Board Approval of selected highest ranked firm: December 16, 2026

• Board approval of contract and fee: January 20, 2027

Port reserves the right to modify this schedule.

10 PROPOSAL EVALUATION AND AWARD

10.1 Clarification of Responses

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

10.2 Site Visits/Informational Activities

At any point before or after the opening of proposals, Port 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. Port will use procedures designed to accord Proposers fair and equal treatment with respect to any opportunity for discussion and revisions of proposals.

10.3 Proposal Evaluation

The evaluation process of this RFP will be comprised of a

• A written proposal.

• Interviews (should Port 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.

(a) Written Proposal Evaluation – Proposal Phase 1

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

Evaluation Criteria.

(ii) Port 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 8 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 3 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) Port will average the interview scores per category and then will sum the category averages for a total interview evaluation score for each proposal.

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

(d) References

Port 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.

10.4 Notification of Intent to Award

Port will notify Proposers of its Intent to Award by email.

10.5 Negotiation

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

(b) At any time during negotiations, Port may terminate negotiations with the highest-ranked

Proposer, or the eligible Proposer with whom it is currently negotiating if Port 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 Port terminates negotiations with an eligible Proposer, Port may then commence negotiations with the next highest-ranked eligible Proposer.

(d) Port 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 Port, including a maximum compensation level that Port alone determines is fair and reasonable.

10.6 Award of Contract

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

10.7 Protest of Contract Award

A Proposer may protest the Intent to Award a contract in accordance with OAR 137-048-0240, provided the Proposer is adversely affected because (a) the Proposer would be eligible to be awarded the contract in the event that the protest is successful and (b) the reason for the protest is

Proposer is the highest ranking Proposer because all higher-ranked proposals are non-responsive or failed to meet the requirements of this RFP, or all higher-ranked proposers are not qualified to perform the services required under this RFP.

11. CONTRACT TERMS

• The selected Consultant will enter into the Port’s standard professional services agreement, a form of which is attached to this RFP as Attachment A

• Consultant must maintain insurance acceptable to Port

• Consultant must hold Oregon professional licenses required to perform the scope of services described in this RFP

• Consultant must comply with all applicable federal, state, and local laws

12. RESERVATION OF RIGHTS

Port reserves the right to:

• Reject any or all proposals

• Waive minor informalities or irregularities

• Cancel or reissue this RFP

• Modify the scope of services

13. SOLICITATION TERMS AND CONDITIONS

• Proposers will bear sole responsibility for all costs incurred in preparing and providing their proposals in response to this RFP. Port 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.

• 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 Port and will not be returned to

Proposers.

• 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.

14. CONFIDENTIAL INFORMATION

• Port is subject to the Oregon Public Records Law (ORS 192.311 to 192.478), which requires Port to disclose all records generated or received in the transaction of Port business, except as expressly exempted under ORS 192.338 to 192.355, or other applicable law.

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

o 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:

▪ Such pages must be clearly marked “Confidential” on each page of the confidential document.

▪ Proposer must separate confidential pages from its other proposal pages by providing the confidential pages to Port in a separate e-mail file attachment.

▪ In its proposal, Proposer must cite the specific statutory exemption in

Oregon Records Law exempting such pages from disclosure.

o Proposers may not mark an entire proposal confidential. Should a proposal be submitted in this manner, Port will hold no portion of the proposal as confidential, unless such a portion is segregated as required above and is determined exempt from Oregon Public Records Law.

• Notwithstanding the above procedures, Port reserves the right to disclose information that

Port determines, in its sole discretion, is not exempt from disclosure or that Port is directed to disclose by the Curry County District Attorney or a court of competent jurisdiction.

• Prior to disclosing such information, Port will make reasonable attempts to notify the

Proposer of the pending disclosure.

15. PROPOSAL SUBMITTAL INSTRUCTIONS

Proposals shall be submitted by the deadline to:

Electronic Submission:

Gary@portofbrookingsharbor.com

Travis@portofbrookingsharbor.com

OR

mailto:Gary@portofbrookingsharbor.com mailto:Travis@portofbrookingsharbor.com

Hard Copy Submission by mail:

PO Box 848

Brookings, OR 97415

Hand Delivery:

Port of Brookings Harbor

16330 Lower Harbor rd.

Brookings, OR 97415

Late proposals will not be accepted.

16. POINT OF CONTACT

All communications regarding this RFP shall be directed to:

Travis Webster and Gary Dehlinger

Port/ Project Managers

Port of Brookings Harbor

Email: Travis@portofbrookingsharbor.com

Gary@portofbrookingsharbor.com

Phone: 541-469-2218

- End of RFP-mailto:Travis@portofbrookingsharbor.com mailto:Gary@portofbrookingsharbor.com

4923-4766-6128.4

Attachment A

Design Professional Services Agreement

DESIGN PROFESSIONAL SERVICES AGREEMENT

between

Port of Brookings Harbor and

CONSULTANT NAME

Contract No.

This Design Professional Services Agreement (this “Agreement”) is made by and between the Port of Brookings Harbor, an Oregon port organized under ORS Chapter 777 (“Owner”) and (“Consultant”) for (the “Services”) on (the “Project”). The parties agree as follows:

CONSULTANT DATA

Consultant attests that it is an independent contractor solely responsible for the work performed under this

Agreement. Consultant and its subconsultants, employees, and agents shall not be deemed employees of Owner.

Consultant shall be responsible for all federal, state, and local taxes and any and all fees applicable to payments for the Services under this Agreement.

Full Business Name:

Address:

City, State, ZIP:

Business Telephone:

Facsimile:

Email:

Federal Tax Identification Number (TIN) or Social Security Number (SSN):

Consultant must submit a completed “Request for Taxpayer Identification Number and Certification”

(Form W-9) with this signed Agreement. Payment information will be reported to the Internal Revenue Service under the name and TIN or SSN, whichever is applicable, provided by Consultant.

Consultant certifies under penalty of perjury that Consultant is a

Sole Proprietor Corporation Limited Liability Company

Partnership Other [describe: ]

TERMS AND CONDITIONS

1. Initial Project Information

a. Project Description:

b. Construction Cost Budget:

c. Scheduled Construction Commencement and Completion:

d. This Agreement consists of these Terms and Conditions and the following exhibits:

Exhibit A: Scope of Services

Exhibit B: Project Narrative

Exhibit C: Construction Budget

Exhibit D: Project Schedule

Exhibit E: Owner’s Request for Proposals

Exhibit F: Consultants’ Proposal

Exhibit G: Project Team

Exhibit H: Fee Proposal

Exhibit I: Insurance Requirements

[List any other exhibits needed for the particular project]

Any Consultant proposal attached to this Agreement is incorporated solely for: (i) any statement of fees and schedule that is consistent with the entire Agreement; and (ii) any statement of Consultant’s and its subconsultants’ and subcontractors’ scope of services that is consistent with the remainder of this Agreement or that provides basic services in addition to those stated in this Agreement. No other provisions of any proposal are part of this Agreement, including without limitation any purported limitation on liability. To the extent that a proposal term otherwise conflicts with the terms of this Agreement or is not included in this Agreement, such proposed terms are void and are expressly and wholly subject to the terms of this

Agreement.

2. Consultant’s Duties

a. Consultant Representative. Consultant shall identify a representative authorized to act for Consultant on the Project. Owner 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 Owner has reasonably and timely objected. Consultant shall not substitute representatives without Owner’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, reassign, or replace key personnel without Owner’s prior written consent.

b. Subconsultants. Consultant shall identify by firm, name, and title the primary subconsultants who will perform the Services under this Agreement. Consultant shall not engage or assign any person or entity to whom Owner has made a reasonable and timely objection. Owner has the right to review and approve any subconsultant substitutions proposed by Consultant. Owner shall not unreasonably withhold its review and approval of these substitutions. Upon Owner 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 appear to interfere in any manner or degree with the performance of the Services under this Agreement and that Consultant shall employ no person having such interest.

d. Insurance. Before beginning the Services, Consultant shall obtain and maintain for the duration of this Agreement all insurance coverages listed in Exhibit I (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 A in accordance with the terms of this Agreement, federal, state, or local law or ordinance, and applicable Owner rules, policies, and administrative directives.

Consultant shall provide the Services so that the Project will be completed as expeditiously and economically as possible within the total budgeted cost to Owner and in Owner’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 the area and on projects similar to the

Project. Consultant shall be responsible to Owner for all Services provided whether provided by Consultant or by subconsultants it engages.

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

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

e. Time Is of the Essence. Time is of the essence in the performance of this Agreement.

Upon receipt of Owner’s written notice to proceed, Consultant shall begin providing the

Services and shall complete its performance in accordance with Exhibit D (“Project

Schedule”). Consultant shall not be responsible for delay in performance to the extent those delays are caused by circumstances beyond Consultant’s reasonable control.

f. Additional Services. Consultant shall perform only the Services authorized by this

Agreement. Additional Services (as defined in Exhibit A) will be compensated only as authorized in writing by Owner. Owner will not pay for Additional Services made necessary by Consultant or any subconsultant mistakes.

g. 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 Exhibit A, Consultant shall assist Owner in preparing and submitting any such applications and will execute such applications on Owner’s behalf. Consultant shall not execute such documents for Owner.

h. Independent Contractor. Consultant shall perform all the Services as an independent contractor. Although Owner reserves the right to set the delivery schedule for the

Services and to evaluate quality of completed Services, Owner 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 Owner (as those terms are used in ORS 30.265) and shall have no authority to bind Owner for the payment of any cost or expense without

Owner’s express written approval.

i. Other Service Providers. Owner reserves the right to enter into other agreements for work additional or related to the Project, and Consultant agrees to cooperate fully with these other contractors and with Owner’s personnel. When requested by Owner, 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 Owner employees.

4. Owner’s Duties

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

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

b. Owner Representative. Owner shall identify a representative authorized to act on its behalf (the “Owner Representative”) on all Project matters. The Owner Representative will have the sole authority to make decisions for Owner under this Agreement.

c. Geotechnical Services. Owner shall furnish the services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests, and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.

d. Other Consultants. Owner shall coordinate the services of its own consultants with

Consultant’s Services. Upon Consultant’s request, Owner shall furnish copies of the scope of services in the contracts between Owner and Owner’s consultants.

e. Surveys, etc. Owner shall provide surveys or other property descriptions to describe physical characteristics, legal limitations, and utility locations for the Project site, and a written legal description of the site. The surveys and legal information will include, as applicable, grades and centerlines 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 Owner of corrections or additions required.

f. Site Access. Owner shall provide Consultant access to the Project site before the

Services begin and shall cause Owner’s 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 Owner’s use with respect to the 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 Owner 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

Owner under this Agreement will be the property of Owner, and Owner 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 Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, 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. Owner’s use or distribution of the Instruments of Service for any purpose other than a purpose authorized under this Agreement will be at Owner’s risk, and to the fullest extent permitted by law, including the limitations of the Oregon

Constitution and the Oregon Tort Claims Act, Owner agrees to indemnify and hold harmless Consultant and 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 Owner’s unauthorized use of the Instruments of Service.

d. Records Maintenance. Consultant shall maintain complete and accurate records of all the Services performed and all documents produced under this Agreement for six years after completion or abandonment of the Project. Consultant shall make these records available to Owner upon reasonable notice.

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

(i) One reproducible hard-copy set of the construction and permit documents, including the bidding requirements, specifications, and cost estimates for the

Project;

(ii) One set of fixed-image CADD files of the drawings that comprise the construction and permit documents;

(iii) One set of nonfixed-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

(iv) All final or draft studies, reports, calculations, drawings, maps, models, photographs, technology data, and documents prepared by Consultant under this

Agreement.

6. Term and Termination

a. Start and End Dates. This Agreement becomes effective on the date of the last authorized signature below. Unless earlier terminated as provided below, this

Agreement shall continue through .

b. Convenience. Upon seven days’ written notice, Owner may terminate this Agreement at any time for its convenience. If Owner terminates for convenience, Consultant may invoice Owner and Owner shall pay all undisputed invoice(s) for the Services performed until Owner’s notice of termination.

c. Breach. 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 nonbreaching party may terminate this Agreement at any time thereafter by giving a written notice of termination.

d. 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. Payment Schedule. Owner shall pay Consultant for the Services performed under this

Agreement according to the provisions of [attach payment schedule as an exhibit or reference the location of the exhibit].

b. Monthly Invoices. Consultant shall provide Owner with monthly invoices detailing the

Services rendered and reimbursable expenses incurred in the preceding month. 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 Owner’s written authorization or request.

c. Payment Method. Upon work completion and acceptance, invoice approval, and according to this Agreement’s Terms and Conditions, Owner shall pay Consultant for

Services rendered and for reimbursable expenses authorized under this Agreement net

30 days. Owner shall make no deductions from Consultant’s compensation on account of penalty, liquidated damages, or other sums withheld from payments to contractors or on account of the cost of construction changes other than those for which Consultant is liable.

d. Reimbursables. Upon Owner’s request, Consultant shall provide to Owner all records of reimbursable expenses, expenses pertaining to a change in the Services, and any

Services performed on the basis of hourly rates or expense shall be available to Owner or Owner’s Representative at mutually convenient times. Consultant shall save these records for at least three years after final payment.

e. Errors and Omissions; Fee Adjustments. Owner will not pay for any change order fee increases due to Consultant’s errors or omissions. Regardless of the structure of

Consultant’s fee, the fee may be adjusted downward if, in accordance with this

Agreement, Owner reduces the Services to be provided under this Agreement.

f. Record Maintenance. Consultant shall maintain complete and accurate records in accordance with accepted accounting practices in the industry. Consultant shall make available to Owner for review and audit all Project-related accounting records and documents, and any other financial data. Upon Owner’s request, Consultant shall submit exact duplicates of originals of all requested records to Owner.

g. Non-Appropriation; Adequate Funding. Owner is prohibited from contracting for the

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

Directors.

8. Indemnification

a. Claims for Other Than Professional Liability. Consultant shall defend, indemnify, and hold harmless Owner and its officers, agents, and employees from and against all claims, suits, actions, losses, damages, liabilities, and costs, including attorney fees and expenses of whatsoever nature resulting from or arising out of the acts or omissions of

Consultant or its subconsultants, subcontractors, agents, or employees under this

Agreement.

b. Claims for Professional Liability. Consultant shall indemnify and hold harmless Owner and its officers, agents, and employees from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of whatsoever nature arising out of the professionally negligent acts, errors, or omissions of Consultant or its subconsultants, subcontractors, agents, or employees in the performance of professional services under this Agreement.

c. Exception. Nothing in Sections 8.a or 8.b requires Consultant or Consultant’s surety or insurers to indemnify Owner and its officers, agents, and employees against liability for damages for death or bodily injury to persons or damage to property caused in whole or in part by the negligence of Owner and its officers, agents, and employees. Nothing in the foregoing limits or otherwise affects any requirement in Sections 8.a or 8.b that requires Consultant to indemnify Owner and its officers, agents, and employees against liability for damages for death or bodily injury to persons or damage to property arising from the fault of Consultant or Consultant’s agents, representatives, employees, or subconsultants.

9. Compliance with State of Oregon Public Contracting Code

a. Nondiscrimination (Required by ORS 279A.110). Consultant shall not discriminate against a disadvantaged business enterprise, a minority-owned, woman-owned, or veteran-owned business, or an emerging small business certified under ORS 200.055.

Additionally, Consultant must comply with all applicable requirements of federal, state, and local civil rights law and rehabilitation statutes and must not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, source of income, or political affiliation in programs, activities, services, benefits, or employment.

b. Tax-Compliance Warranty (Required by ORS 279B.045). Consultant represents and warrants that Consultant has complied with the applicable tax laws of the State of

Oregon or a political subdivision of the State of Oregon (collectively, the “Tax Laws”), including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318.

Consultant covenants that Consultant will continue to comply with the Tax Laws during the term of this Agreement. Failure by Consultant to comply with the Tax Laws before the execution of this Agreement or during the term of this Agreement is a default for which Owner may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or under applicable law.

c. Payment of Labor (Required by ORS 279B.220 and 279C.505).

(i) Consultant shall make payment promptly, as due, to all persons supplying labor or material to Consultant for the performance of the Services provided for in this

Agreement;

(ii) Consultant shall pay all contributions or amounts due the Industrial Accident

Fund from Consultant or subconsultant incurred in the performance of this

Agreement;

(iii) Consultant shall not permit any lien or claim to be filed or prosecuted against

Owner on account of any labor or material furnished;

(iv) Consultant shall pay to the Oregon Department of Revenue all sums withheld from employees under ORS 316.167; and

(v) If Consultant fails, neglects, or refuses to make prompt payment of any claim for labor or services furnished to it by any person in connection with this

Agreement as such claim becomes due, Owner may pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due Consultant by reason of this Agreement. The payment of a claim in this manner shall not relieve Consultant or Consultant’s surety, if any, from obligation with respect to any unpaid claims.

d. Payment for Medical Care and Workers’ Compensation (Required by ORS 279B.230 and 279C.530).

(i) Consultant shall promptly, as due, make payment to any person, copartnership, association, or corporation furnishing medical, surgical, and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of Consultant, of all sums that Consultant agrees to pay for the services and all moneys and sums that Consultant collected or deducted from the wages of employees under any law, contract, or agreement for the purpose of providing or paying for the services.

(ii) All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under

ORS 656.126.

e. Hours of Labor; Pay Equity; Salary Discussions (Required by ORS 279B.020, 279B.235, and 279C.540).

(i) Maximum Hours. Consultant shall pay its employees at least time and a half for all overtime worked in excess of 40 hours in any one week and for work performed on Saturdays, Sundays, New Year’s Day (January 1), Memorial Day

(last Monday in May), Independence Day (July 4), Thanksgiving Day (fourth

Thursday in November), and Christmas Day (December 25). These requirements do not apply to individuals who are excluded under ORS 653.010 to 653.261 or under 29 USC §§ 201 to 209 from receiving overtime.

(ii) Notice to Employees. Consultant shall give notice in writing to its employees who perform work under this Agreement, either at the time of hire or before commencement of work on this Agreement, or by posting a notice in a location frequented by employees of the number of hours per day and days per week that the employees may be required to work.

(iii) Consultant shall comply with ORS 652.220 (prohibiting discriminatory wage rates based on sex and requiring that employer not discriminate against an employee who is a complainant). Compliance is a material element of this

Agreement. Failure to comply is a breach that entitles Owner to terminate this

Agreement for cause.

(iv) Consultant may not prohibit any of Consultant’s employees from discussing the employee’s wage, salary, benefits, or other compensation with another employee or another person, and Consultant may not retaliate against an employee who does so.

f. Limitation on Claims. For Consultant’s employees subject to Oregon employment laws and as required by ORS 279C.545, any worker employed by Consultant shall be foreclosed from the right to collect for any overtime provided in ORS 279C.540 unless a claim for payment is filed with Consultant within 90 days from the completion of this

Agreement, providing Consultant has:

(i) Caused a circular clearly printed in boldface 12-point type and containing a copy of this section to be posted in a prominent place alongside the door of the timekeeper’s office or in a similar place that is readily available and freely visible to workers employed on the work; and

(ii) Maintained such circular continuously posted from the inception to the completion of this Agreement on which workers are or have been employed.

10. Other Provisions

a. Controlling Law; Dispute Resolution, Venue. Any dispute under this Agreement or related to this Agreement will be governed by Oregon law and subject to litigation in

Curry County Circuit Court. If a claim must be brought in a federal forum, then it shall be brought and conducted in the United States District Court for the District of Oregon.

b. Attorney Fees. If a suit or action is filed to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to costs and disbursements provided by statute, any sum which a court, including any appellate court, may adjudge reasonable as attorney fees. If “in-house” counsel represents the prevailing party, the prevailing party shall nevertheless be entitled to recover reasonable attorney fees based on the reasonable time incurred.

c. Waiver; Severability. Waiver of any default or breach under this Agreement by Owner will be effective only in the specific instance and for the specific purpose given. Any such waiver does not constitute a waiver of any subsequent default or a modification of any other provisions of this Agreement. If any term or provision of this Agreement 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 will not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held invalid.

d. Amendments. Any amendments, consents to, or waivers of the terms of this Agreement shall be in writing and signed by the authorized representatives of both parties.

e. Media/Publications. Consultant shall issue no news release, press release, or other statement to members of the news media or any other publication regarding this

Agreement or the Project within one year of Project completion without Owner’s prior written authorization.