RFP Silverton Comprehensive Plan Update 2024~1.pdf

REQUEST FOR PROPOSALS

2050 CITY OF SILVERTON COMPREHENSIVE PLAN

UPDATE SERVICES

PROJECT NO: CP-24-02

DATE OF ISSUANCE: 8/1/2024

PROPOSALS DUE BY: 8/20/2024 AT 4 PM

CITY PROJECT MANAGER: JASON GOTTGETREU

PM CONTACT INFORMATION: 503-874-2212,

Jgottgetreu@silverton.or.us

CITY OF SILVERTON

Community Development

410 North Water Street Silverton, Oregon 97381 mailto:bstepp@silverton.or.us

Notice of Request for Proposals

City of Silverton Comprehensive Plan 2050 Update Services

Proposals due 4:00 p.m., Pacific Time, on Tuesday, August 20, 2024

City of Silverton (“City”) is soliciting proposals from qualified consulting firms to provide certain long-range land use planning services, including leading a major update of Silverton’s Comprehensive Plan, as more particularly described in the City’s Request for Proposal (the “RFP”).

Proposals must be received by Jason Gottgetreu, Director of Community Development, by hand delivery or mail at 410 N. Water Street, Silverton, Oregon 97381, on or before 4:00 p.m., Pacific Time, on Tuesday, August 20, 2024. Sealed, opaque envelopes should be clearly marked “City of Silverton – Comprehensive Plan Update Services – 2050”. Please provide one (1) digital copy (no email submittals), one (1) original hard copy, and four (4) hard copies of the Proposal. The original should be marked “Original” and must bear an original ink signature by an individual authorized to represent the proposer. Late submissions will not be accepted.

All questions or requests for clarification must be submitted in writing no later than August 12, 2024, to Jason Gottgetreu by email or mail at:

Email: Jgottgetreu@silverton.or.us (preferred method)

Mail: City of Silverton Community Development Department Attn: Jason Gottgetreu 410 N. Water Street Silverton, OR 97381

I. PROJECT DESCRIPTION

The City is seeking a professional land use planning consulting firm to lead a major update of the City’s current Plan with a focus on public involvement and participation. The update will address a 25+ year planning horizon in a manner that is thorough, well informed by staff and stakeholders, and approved or adopted by all reviewing bodies. The update process should be designed to be open, transparent, and inclusive to consistently and creatively seek input and involve all possible community stakeholders in every step of the planning process. An Economic Opportunity Analysis (EOA) addressing the requirements of Goal 9 (Economic Development OAR 660-009) is to be conducted concurrently with the Comprehensive Plan Update. The Plan will provide direction to City officials, staff, residents and the development community to implement the community’s vision.

The City’s planning challenge is to reinforce and strengthen the livability of our community in the face of growth. An updated Plan and land use policy document with detailed planning objectives is necessary to guide development for the next twenty-plus years. The current Plan has reached the end of its useful life and is outdated in both format and content since its adoption in 1979. Over the years since, the Plan has been updated in a piecemeal manner with various studies added as support documents. Although many of the recommendations of the current Plan still hold value, the fundamental data, trends, and land use categories used to establish the recommendations are outdated. The updated Plan needs to reflect contemporary policies and views regarding housing, and housing affordability, recreation, livability, economy, sustainability, resilience to natural hazards and economic obstacles, and historic preservation. This update to the Plan must thoughtfully evaluate and balance these values.

A Proposer desiring to provide the Services (as defined below) must have experience and expertise in preparing and updating action-oriented community plans for small cites in a wider region with significant public involvement. The selected consultant will design and lead the planning process of updating the Plan for a 25 year horizon with deliverables outlined below. City desires an inclusive process involving residents, civic and business members of the community, agencies, non-profit organizations, and elected and appointed officials and staff from affected jurisdictions, districts, and agencies. The project timeline is twelve to fifteen months from the date the contract is executed.

II. SCOPE OF SERVICES

City requesting Proposals from qualified land use consultants to, among other things, lead facilitation of an update to City’s Plan to cover a planning horizon out to the year 2050, including and Economic Opportunity Analysis (EOA), and to provide the tasks, deliverables, and services described in this section for and on behalf of City (collectively, the “Services”):

A. PROJECT SCOPE; OBJECTIVES

1. City desires to adopt an updated Plan that addresses community needs and values over a planning horizon spanning until 2050.

2. The updated Plan will:

a. Be reflective of local desires informed by a well-thought out and updated vision that is tailored for the City of Silverton.

b. Be responsive to needs and conditions that currently exist.

c. Be informed by existing plans, accurate data and metrics.

d. Incorporate current opportunities and challenges to strengthen the livability of the community in the face of rapid population growth and progress.

e. Offer multiple opportunities for robust public involvement and participation by the public that will reflect a community driven planning process that is open, transparent and inclusive.

f. Use a process to consistently and creatively seek input and involve all possible community stakeholders in every step of planning process.

g. Align with applicable adopted plans, policies, plans, priorities and regulations.

h. Meet and comply with all applicable federal, state, and local laws, rules, regulations, policies, and ordinances.

B. WORK PLAN

City anticipates that the selected consultant (the “Consultant”) will generally perform the following tasks needed to result in an updated Plan, which tasks will generally be completed in accordance with the conceptual timeline anticipated to be between 12 and 15 months.

1. Engage in a citywide conversation about the City’s promising future.

2. Work primarily with a steering committee and a citizen advisory committee, the Planning Commission, and staff to establish a communication and information strategy so there is appropriate elected official/volunteer/community/business involvement throughout the planning process for the Plan update.

3. Develop and maintain a City-wide survey, an interactive project website, and appropriate social media.

4. Facilitate a creative public outreach and participatory process to gather community that culminates in the adoption of an updated Plan and tailored to the year 2050 planning horizon by:

a. Facilitating and conducting community involvement exercises that focus on understanding the 25-year planning horizon, including, without limitation, arranging for and facilitating public meetings, open houses, and information sessions with frequency, timing, and at locations (or by electronic means) necessary to generate the best results. This will require use of contemporary technology to facilitate meetings and the visioning process, including, without limitation, using electronic means to support and promote public participation.

b. Fostering robust dialog about economic development issues, housing choices for all income levels, resilience to natural hazards and other topics of unique community concern.

5. Formulate and recommend objectives and strategies based on the results of the participatory process. Develop an implementation timeline.

6. Status of Plans Precedent. The Consultant will be required to present a program proposal that is flexible and reactive to review processes associated with various supporting community plans that are adopted as support documents to the comprehensive plan:

• 2007 Downtown Master Plan

• 2007 Wastewater System Facility Master Plan

• 2011 Economic Opportunity Analysis

• 2020 Transportation System Plan

• 2020 Housing Needs Analysis

• 2021 Water Master Plan

• 2022 Stormwater Master Plan

• 2024 Parks and Recreation Master Plan Update

The Consultant must tailor the program to ascertain how much City staff will contribute to the process versus the resources required by the Consultant to successfully complete the project within budget and on time.

Goal 1 - Citizen Input: The Consultant will be expected to be the primary lead on updates to this Goal.

Goal 2 - Land Use Planning: The Consultant will be expected to be the primary lead on updates to this Goal.

Goal 5 - Natural Resources, Scenic and Historic Areas, Open Space: The Consultant will be expected to be the primary lead on updates to this Goal.

Goal 6 - Air, Water and Land Resources Quality: The Consultant will be expected to be the primary lead on updates to this Goal.

Goal 7 - Areas Subject to Natural Hazards: The Consultant will be expected to be the primary lead on updates to this Goal.

Goal 8 - Recreational Lands: The Consultant will be expected to be the primary lead on any additional updates to this Goal. The City adopted the 2024 Parks & Recreation Master Plan Update as a support document to the comprehensive plan on June 3rd, 2024.

Goal 9 - Economic Development: The Consultant will be expected to be the primary lead on updates to this Goal.

Concurrently with the Comprehensive Plan update, prepare an Economic Opportunity Analysis (EOA) that addresses the requirements of Goal 9 (Economic Development, OAR 660-009).

Goal 10 - Housing: The Consultant will be expected to be the primary lead on updates to this Goal including an update to Residential Buildable Lands Inventory from the 2020 Housing Needs Analysis.

Goal 11 - Public Facilities and Services: The Consultant will be expected to be the primary lead on updates to this Goal with direct participation from City staff, Silver Falls School District, Silver Falls Library, Silverton Hospital and Silverton Fire District. Consideration must be given to the status of the various districts’ public facility plans and be able to incorporate their long-range plans into the Plan.

Goal 12 - Transportation: The Consultant will be expected to be the primary lead on updates to this Goal. The City adopted the 2020 Transportation System Plan as a support document to the comprehensive plan.

Goal 13 – Energy Conservation: The Consultant will be expected to be the primary lead on updates to this Goal.

Goal 14 - Urbanization: The Consultant will be expected to be the primary lead on updates to this Goal. The Buildable Lands Inventory for Housing, Employment and Public Facilities should be aggregated, and a formal determination made on the necessity to expand the UGB. If the determination that additional land is required to be added to the UGB, or lands need to be rezoned or amendments to the Development Code or a combination of any of these measures are necessary, staff would present the necessary amendments after conclusion of the Services.

Livability - Livability is not a topic directly addressed by Oregon’s Statewide Planning Goals, but livability is a goal the City of Silverton values. The consultant shall add this as an element of the plan and include themes such as community identity, neighborhood design, sustainability, age friendly and active transportation.

C. DELIVERABLES

As part of this project, the Consultant will be responsible for the submittal and execution of the following:

1. Progress Reports and Research. The Consultant will submit to City monthly progress reports and research information relative to the project. The Consultant will provide research necessary for completion of the project. As mentioned, posting incremental public input results on project website is strongly desired to see where input is shaping the Plan.

2. Meetings. The Consultant will be responsible for meeting (in person or zoom) with City staff and the steering committee on a regular basis. The number and frequency of the meetings will be determined in consultation with both staff and the Consultant before the project starts. The purpose of the meetings will be to establish objectives, discuss alternatives, provide direction, and review progress.

Maximization of budget resources is a key expectation.

3. Final Work Products.

a. A public involvement and participation process that assists the staff and culminates in the adoption of an updated Comprehensive Plan with objectives and policies tailored to the year 2050 planning horizon.

b. Updated Plan Goals including, background, findings, objectives and policies for:

• Goal 1 Citizen Input

• Goal 2 Land Use Planning

• Goal 5 Natural Resources, Scenic and Historic Areas and Open Spaces

• Goal 6 Air, Water and Land Resources Quality

• Goal 7 Areas Subject to Natural Hazards

• Goal 8 Recreational Needs

• Goal 9 Economic Development including Economic Opportunities Analysis and Employment

Lands Inventory

• Goal 10 Housing: Update to Residential Buildable Lands Inventory

• Goal 11 Public Facilities and Services

• Goal 12 Transportation

• Goal 13 Energy Conservation

• Goal 14 Urbanization including an Urban Growth Boundary Sufficiency Report

• Livability

Notwithstanding anything contained in this RFP to the contrary, each Goal will need to be compliant with the applicable rules contained in OAR Chapter 660.

4. Submission Requirements. All final work products will be submitted to City in such format as City requires which may include, without limitation, MS Word and in PDF format. Subject to the terms and conditions of the Agreement (as defined below) all work product will be the property of City and City reserves the right to use, modify, and/or amend any work product prepared in connection with the Services.

D. ASSISTANCE PROVIDED BY CITY

City staff will be the primary contact to assist the Consultant. Staff will assist the Consultant with obtaining all necessary background documents. Staff will assist the Consultant with all necessary contacts and logistics to arrange or conduct public meetings. Staff will assemble the list of and recruit potential committee members. Staff will be available during all phases of the project to assist in providing technical assistance, information, documentation and explanations as needed. All requests will first be directed to the Community Development Director.

III. DESIRED SCHEDULE

Documents Available August 1, 2024 Proposals Due August 20, 2024 at 4 PM Notice of Award September 10, 2024 anticipated Project Completion

12 to 15 Months after start

NOTE: The City reserves the right to modify this schedule at the City’s discretion. Proper notification of changes will be made to all interested parties.

IV. PROPOSAL SUBMISSION

A. SUBMISSION INSTRUCTIONS

1. Proposals must be submitted in a sealed envelope or other sealed container. Please provide one

(1) digital copy, one (1) original hard copy, and four (4) hard copies of the Proposal. The original should be marked “Original” and must bear an original ink signature by an individual authorized to represent the Proposer.

2. Please clearly label the outside of the envelope “City of Silverton – Comprehensive Plan Update Services – 2050.” Proposals must be received by City on or before 4:00 p.m., Pacific Time, on Tuesday, August 20, 2024. Proposals received after the deadline time/date will not be considered. Misdeliveries, late, incomplete, electronic, and/or faxed submittals will be considered nonresponsive.

Proposals must address all items listed in this RFP; incomplete Proposals may not be considered.

3. Proposals must be addressed, or hand delivered to:

City of Silverton Attention: Jason Gottgetreu Community Development Director 410 N. Water Street Silverton, OR 97381

4. Postmarks are not considered proof of delivery. If the Proposal is hand delivered, it must be delivered to and stamped by personnel at City Hall.

B. QUESTIONS; POINT OF CONTACT; ADDENDA

1. Questions, inquiries, or comments regarding this RFP, must be submitted in writing no later than 5:00 p.m., Pacific Time, on Monday, August 12, 2024 and must be directed to Jason Gottgetreu. Questions will be answered by August 14, 2025

Email:

jgottgetreu@silverton.or.us (preferred method)

Mail:

City of Silverton Attn: Jason Gottgetreu 410 N. Water Street Silverton, OR 97381

2. Any addenda or amendments to this RFP will be in writing and posted on City’s website at https://silverton.or.us/rfps. It is the responsibility of potential Proposers to check the website for addenda or amendments. No Proposal will be considered that is not responsive to any issued amendments.

V. PROPOSAL FORMAT

The following requirements as to the form, content, and manner of submitting Proposals must be strictly observed; variance from these requirements may result in rejection of the Proposal as unresponsive. A Proposer interested in performing the Services must submit a signed and dated Proposal to City containing the information identified below. Proposals will first be evaluated for compliance with the minimum required qualifications identified below. Proposals meeting the minimum requirements will be forwarded to an evaluation committee for review and evaluation.

A. MINIMUM REQUIRED QUALIFICATIONS

Failure to comply with one or more of the following criteria may result in rejection of the Proposal:

1. At least one copy of the submitted Proposal must bear an original signature on the cover letter. A duly authorized representative empowered to bind the consultant must sign the Proposal.

2. The Proposal must demonstrate that the Proposer has the following experience: (a) relevant experience with at least three public sector projects of similar scope or objectives; and (b) a minimum of five-years of experience with relevant projects of similar scope of services or objectives.

3. Each Proposal must not exceed 25 pages (not including the letter of transmittal, attachments, and/or appendices). If the Proposal exceeds 25 pages, only the first 25 pages will be reviewed by the selection committee. Each Proposer must number the pages of each section in consecutive order.

https://silverton.or.us/rfps

Each 8 ½” x 11” side of a page will be counted as one page. Each side of an 11” x 17” page will be counted as two pages.

Information included within the Proposal may be used to evaluate your submission as part of any criteria regardless of where that information is found within the Proposal. Information obtained from the Proposal and from any other relevant source may be used in the evaluation and selection process.

B. PROPOSAL CONTENT

In addition to the minimum required contents, Proposals must include, without limitation, the content listed below. Concise Proposals without needless duplication are encouraged. Emphasis should be on completeness and clarity of content and cost effectiveness of the Proposal. Proposals should be prepared generally in the following format for the ease of the selection committee in reviewing multiple proposals.

1. Letter of Transmittal. All Proposals must include a cover letter addressed to Jason Gottgetreu, Community Development Director, and signed by a representative legally authorized to bind the consultant to both its Proposal and cost schedule. The letter must: (a) express interest in providing the Services; and (b) agree to perform all the work outlined in this RFP within the time periods established by City. The letter must also contain brief information concerning the firm, including, without limitation, the name of the firm, RFP contact person, email address, mailing address, telephone number, background of the firm, and must be signed by the person authorized to bind the firm.

2. Table of Contents. Proposals must include a table of contents and include a clear identification of the material by section and by page number.

3. Executive Summary. The Proposer must use this section to introduce the scope of the Proposal and to summarize the key provisions of the Proposal. Provide a statement describing why you or the firm are qualified to perform the Services.

4. Experience, Technical, and Other Qualifications. List the firm and key personnel qualifications relative to the Services required under this RFP. Include, without limitation, the following information:

a. Indicate the location of the office and the number of people, by level, expected to handle the project.

b. Provide a list of the office’s current and recent government clients, indicating the type(s) of services performed and the number of years served for each.

c. Provide names of principals, key personnel, and any subcontractors who will be assigned to the project, their experience, qualification, and periods of service with the firm.

d. Identify proposed sub-contractors, if any, and the portion(s) of the engagement for which they will be used.

e. Describe liability insurance coverage arrangements to assure that it is sufficient to cover claims;

provided, however, the Consultant will be required to obtain and maintain all minimum insurance required under the Agreement.

5. Response to Scope of Consultant Services. Provide a straightforward, concise description of the Proposer’s capabilities to perform the Services and satisfy the requirements of this RFP. Demonstrate an understanding of the project, approach to public involvement and participation and City’s needs.

Include, without limitation, the items below:

a. Explain how you propose to use City personnel, if at all, to assist you during the project and indicate the approximate time required of City personnel in this capacity.

b. Strategies to engage in a citywide conversation about Silverton’s promising future.

c. Strategies to develop and maintain a community wide survey, an interactive project website and appropriate social media.

d. Strategies to facilitate a creative public outreach and participatory process to gather community input.

e. Provide a schedule (calendar) indicating proposed timing of deliverables to City to ensure adoption of the Plan by City Council.

f. Formulate and recommend objectives and strategies based on the results of the participatory process. Develop an implementation timeline.

6. References. In addition to any other required reference information required in this RFP, provide contact information for at least two municipal clients, current and/or prior, so reference checks can be conducted.

7. Compensation. Proposals should include cost estimates and other necessary cost information to perform the Services. (Compensation will not be the primary factor in the selection of a Consultant.) List your firm’s billing rates for all other applicable professional services for City reference as City may request additional services which are outside of Services. Include estimated person hours, labor costs, and expenses to complete all tasks listed in the Services. Clearly describe any deviation from the Services that would significantly affect costs.

8. Additional Information. Any other information that the Proposer feels applicable to the evaluation of the Proposal or of their qualifications for accomplishing the insurance services should be included in this section. You may use this section to address those aspects of your services that distinguish you or your firm from others. Consider including examples of reports or educational bulletins.

FAILURE TO INCLUDE ALL INFORMATION REQUESTED AND/OR FAILURE TO PROVIDE

EVIDENCE THAT THE PROPOSER MEETS THE MINIMUM QUALIFICATIONS LISTED HEREIN

WILL CAUSE SUCH PROPOSAL TO BE REJECTED AND NOT BE EVALUATED OR

CONSIDERED IN THE SELECTION PROCESS.

VI. PROPOSAL EVALUATION AND SELECTION

A. EVALUATION

1. Evaluation Committee. City will establish a committee of at least three individuals to review, score and rank Proposals according to the evaluation criteria set forth in this RFP. City may appoint to the evaluation committee consultants, City employees, and/or employees of other public agencies with experience in land use planning. At least one member of the evaluation committee must be a City employee.

2. Evaluation Criteria. City will score each Proposal by reviewing and evaluating the Proposal content requirements outlined above. The following table indicates how the total points in the scoring will be assigned by required Proposal item. Failure to meet minimum requirements for any individual item may disqualify the Proposal regardless of the total points scored for the other items.

Each item will be evaluated as follows:

Requirement Maximum Points Experience, Technical and Other Qualifications 20 Response to Scope of Consultant Services 20 References 10 Total 50 maximum points

3. Evaluation. The evaluation committee will conduct references and may seek outside expertise, including, without limitation, input from technical advisors, to assist in evaluating Proposals.

The committee may request additional information from any Proposer. The committee will score and rank the Proposals based on the information submitted according to the evaluation criteria and point factors. The committee may, in the committee’s discretion, choose to recommend the preferred team based solely on the written Proposal evaluation or select a short list of teams for interviews. If interviews are determined to be necessary, the scores for the written Proposals will be considered preliminary. Final scores will be determined following the interviews (if conducted). Based upon Proposal scoring, as modified by the interview, and the results of reference checks, the firms will be given final ranking by the evaluation committee. Such interviews and any presentation materials will be at the proposer’s expense. If the evaluation committee conducts interviews, interviews will be ranked based upon the following:

Requirement Maximum Points Understanding and Approach 25 Agent/Firm Capabilities 25 Total 50 maximum points

4. City reserves the right to modify or incorporate additional steps in the evaluation process in the interest of having a thorough and comprehensive body of information to make a recommendation.

B. SELECTION

1. City will award the contract to the highest ranked Proposer, who’s Proposal will best serve the interests of City and is in compliance with applicable law. Upon completion of the evaluation process by the evaluation committee, City will advise the Proposers of the selection.

2. If City does not cancel this RFP after it receives the results of the scoring and ranking of each Proposal, City will begin negotiating a contract with the highest-ranked Proposer. Contract negotiations with the highest-ranked Proposer will be directed toward obtaining written agreement on

(a) the Proposer’s performance obligations and a performance schedule, (b) the payment methodology and contract price that is fair and reasonable to City, as determined by City, taking into account the estimated value, scope, complexity and nature of the Services, and (c) any other provisions City believes to be in City’s best interest to negotiate. City reserves the right to negotiate and execute a final contract that is in the best interest of City.

3. If negotiations with the highest-ranked Proposer fail to result in a contract, City reserves the right to formally terminate negotiations and enter into negotiations with the second-ranked Proposer and, if necessary, the third-ranked Proposer and so on, until the negotiations result in a contract. If the subsequent rounds of negotiations fail to result in a contract within a reasonable amount of time, as determined by City, the RFP may be formally terminated.

4. If a contract is awarded, City and the Consultant will enter into City’s form professional services agreement substantially in the form attached hereto as Attachment A (the “Agreement”). The Agreement will contain terms and conditions required under applicable law and will otherwise be in form and content satisfactory to City. Without otherwise limiting the generality of the immediately preceding sentence, the contract(s) will include terms and conditions concerning, among other things, acceptable standards of performance, compensation (including City’s right to withhold 10% of the fee until completion of the Services), minimum insurance requirements, compliance with laws, indemnification, and representations and warranties. The Agreement will include an initial fifteen-month term and may be extended for six months by the parties’ mutual written agreement. The Agreement will be subject to approval of the City Council.

VII. GENERAL INFORMATION

Contract Award

The City Council will approve the agreement between the City and the selected firm prior to execution of the agreement. The City will award a contract to the firm whose proposals would be most advantageous to the City. The selected firm will be required to assume responsibility for all services outlined in the RFP and execute a professional services agreement, an example of which is attached as Exhibit A.

Public Records

This Proposal will be made a part of a file open to public inspection. If a proposal contains any information that is considered a trade secret under ORS 192.501(2), each sheet of such information must be marked with the following legend:

“This data constitutes a trade secret and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS Chapter 192.”

Nondisclosure of documents or any portion of a document submitted as part of a proposal may depend upon official or judicial determinations made pursuant to the Oregon Public Records Law. The above restriction may not include cost or price information, which must be open to public inspection.

Identifying the proposal in whole as a trade secret is not acceptable. Failure to identify a portion of the proposal as a trade secret shall be deemed a waiver of any future claim of that information as a trade secret.

Reimbursement

Proposers are responsible for all costs associated with proposal preparation and participating in interviews during the selection process.

EXHIBIT A – EXAMPLE PROFESSIONAL SERVICES AGREEMENT

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT, made and entered into this ____ day of __________________, 2024, by and between the City of Silverton, a municipal corporation, hereinafter referred to as "City" and

(Name of Consultant), hereinafter referred to as "Consultant".

W I T N E S S E T H :

WHEREAS, the City has a need for services as follows: Comprehensive Plan Update; and

WHEREAS, City has submitted request for proposals to complete said Services and Consultant has responded representing that they have the experience and qualifications to perform the Services in accordance with the request for proposals; and

WHEREAS, Consultant has submitted a proposal to perform said Services and City is willing to hire

Consultant under the following terms and conditions.

IN CONSIDERATION of the promises and covenants hereinafter contained, the parties hereto agree as follows:

i) Consultant's Scope of Services.

The Consultant shall successfully perform the services in accordance with the request for proposal currently on file at City Hall, Silverton, Oregon and in accordance with the terms and conditions set forth herein, and also as provided in Exhibit "A", which is attached hereto and by this reference made a part hereof. Exhibit "A" consists of a proposal submitted by Consultant in submitting its proposal.

ii) Changes in Scope.

If changes occur either in the Consultant's Scope of Services or the Description of the

Services, a supplemental agreement shall be negotiated at the request of either party.

Absent such supplemental agreement, each party shall only be bound to the terms of this original agreement.

iii) Consultant's Fee.

A. Basic Fee.

As compensation for services provided by Consultant, Consultant shall be paid a lump sum fee not in excess of $00.00. The compensation agreed upon is based upon the number of hours devoted to the project in accordance with Exhibit "A". Payment shall be made within 30 days upon receipt of billings based upon the percentage of work completed.

B. Certified Cost Records

The Consultant shall furnish certified cost records for all billings pertaining to other than lump sum fees to substantiate all charges. For such purposes, the books of account of the Consultant shall be subject to audit by the City. The Consultant shall complete work and cost records for all billings on such forms and in such manner as will be satisfactory to the City.

C. Contract Identification.

The Consultant shall furnish to the City its employer identification number, as designated by the Internal Revenue Service, or Social Security Number, as the City deems applicable.

iv) Time is of the Essence.

A. Time is of the essence for this contract.

v) Consultant is Independent Consultant

A. Consultant's services shall be provided under the general supervision of City's Public

Works director or his or her designee, but Consultant shall be an independent Consultant for all purposes and shall be entitled to no compensation other than the compensation provided for under paragraph 3 of this Agreement.

B. In the event Consultant is to perform the services described in this Agreement without the assistance of others, Consultant hereby agrees to file a joint declaration with City to the effect that Consultant's services are those of an independent Consultant, as provided under Chapter 864 Oregon Laws 1979.

C. Consultant acknowledges that for all purposes related to this Agreement, Consultant is and shall be deemed to be an independent Consultant and not an employee of City, shall not be entitled to benefits of any kind to which an employee of the City is entitled and shall be solely responsible for all payments and taxes required by law; and furthermore in the event that Consultant is found by a court of law or an administrative agency to be an employee of the City for any purpose, City shall be entitled to offset compensation due to demand repayment of any amounts paid to Consultant under the terms of the Agreement, to the full extent of any benefits or other remuneration

Consultant receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Consultant or to a third party) as a result of said finding.

D. The undersigned Consultant hereby represents that no employee of the City of

Silverton, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from the Consultant, either directly or indirectly, in connection with the letting or performance of this contract, except as specifically declared in writing.

vi) Consultant's Employees Medical Payments

Consultant agrees to pay promptly as due, to any person, copartnership, association or corporation furnishing medical, surgical, and hospital care or other needed care and attention incident to sickness or injury to the Consultant's employees, all sums which the

Consultant agreed to pay for such services and all monies and sums which the Consultant collected or deducted from employee wages pursuant to any law, Consultant or agreement for providing or paying for such service.

vii) Early Termination

A. This Agreement may be terminated without cause prior to the expiration of the agreed upon term by mutual written consent of the parties and for the following reasons authorized by ORS 279.326 upon seven (7) days prior written notice from the City to the

Consultant:

(1) If work under the Contract is suspended by an order of a public agency for any reason considered to be in the public interest other than by a labor dispute or by reason of any third party judicial proceeding relating to the work other than suit or action filed in regard to a labor dispute; and

(2) If the circumstances or conditions are such that it is impracticable within a reasonable time to proceed with a substantial portion of the Contract.

B. Payment of Consultant shall be as provided by ORS 279.330 and shall be prorated to and include the day of termination and shall be in full satisfaction of all claims for compensation for services by Consultant against City under this Agreement.

C. Termination under any provision of this paragraph shall not affect any right, obligation or liability of Consultant or City which accrued prior to such termination.

viii) Cancellation for Cause

City may, after seven (7) days prior written notice to the Consultant, cancel all or any part of this Contract if Consultant breaches any of the terms hereof or in the event of any of the following: Insolvency of Consultant; voluntary or involuntary petition in bankruptcy by or against Consultant; appointment of a receiver or trustee for Consultant, or an assignment for benefit of creditors of Consultant. Damages for breach shall be those allowed by

Oregon law, reasonable and necessary attorney's fees, and other costs of litigation at trial and upon appeal to the prevailing party.

ix) Assignment

This Agreement shall not be assignable except at the written consent of the parties hereto, and if so assigned, shall extend to and be binding upon the successors and assigns of the parties hereto.

x) Nonwaiver

The failure of the City to insist upon or enforce strict performance by Consultant of any of the terms of this contract or to exercise any rights hereunder shall not be construed as a waiver or relinquishment to any extent of its right to rely upon such terms or rights on any future occasion.

xi) Attorney's Fees

In the event suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay to the winning party such sum as the Court may adjudge reasonable attorney's fees and court costs including attorney's fees and court costs on trial and appeal to appellate courts.

xii) Applicable Law

This contract will be governed by the laws of the State of Oregon.

xiii) Indemnity

The Consultant agrees to defend, indemnify and hold harmless the City and its officers, agents, and employees from and against all suits, actions, or claims of any character brought because of any injury or damage received or sustained by any person, persons, or property arising out of or resulting from any negligent act, error, or omission of the

Consultant or its agents or employees.

xiv) Insurance

The Consultant agrees to procure and maintain at its expense until final payment by the

City for services covered by this Agreement, insurance in the kinds and amounts hereinafter provided with insurance companies authorized to do business in the State of

Oregon, covering all operations under this Agreement, whether performed by it or its agents. Before commencing the work, the Consultant shall furnish to the City a certificate or certificates in a form satisfactory to the City, showing that it has complied with this paragraph. All certificates shall provide that the policy shall not be changed or canceled until at least ten (10) days prior written notice shall have been given to the City. Kinds and amounts of insurance required are as follows:

Workers' Compensation Insurance. Workers' compensation from the State Accident

Insurance Fund or from a responsible private carrier. Private insurance shall provide the schedule of employee benefits required by law.

Liability Insurance. Professional liability insurance in an amount not less than

$1,000,000 per claim and aggregate. Automobile liability insurance in an amount not less than $500,000 for injuries to any one person and $1,000,000 on account of any one accident and in an amount of not less than $100,000 for property damage to protect the

Consultant and its agents from claims which may arise from services rendered under this

Agreement, whether such services are rendered by the Consultant or by any to its agents or by anyone employed by either.

xv) Standards of Performance.

Consultant shall perform the services hereunder using the standards of care, skill, and diligence normally provided by a professional in the performance of such services similar to that contemplated hereunder in the community in which the work is to be done.

xvi) Complete Agreement

This contract and any referenced attachments constitute the complete agreement between the City and Consultant and supersedes all prior written or oral discussions or agreements.

IN WITNESS WHEREOF, the City has caused this Agreement to be executed by its duly authorized undersigned officers, acting pursuant to Silverton Municipal Code, and the Consultant has executed this

Agreement on the date herein above first written.

_______________ BY:_____________________________

Date

TITLE:__________________________

(NAME OF CONSULTANT)

_______________ BY:_____________________________

Date

TITLE:__________________________