DATE: SEPTEMBER 25, 2025 ADDENDA NO. 1

TO: PLAN HOLDERS

PREPARED BY: Todd Drage

SUBJECT: City of Newport – NW 55th Street Improvements Project (Project No. 25-

24006)

(*REVISED SCHEDULE* Proposals Due by 2:00pm PST October 16, 2025)

The following changes are made to the project Bid Documents:

Item 1 – Replacement of RFQ Document Please disregard the previous Request for Qualifications (RFQ) for the NW 55th Street Improvements Project and replace it with the REVISED RFQ being released with this Addendum. Several changes have been made to the RFQ; the main ones include, but are not limited to, the following:

1.1 The deadline for submittal has been changed to 2:00 PM on October 16, 2025.

1.2 The dates in the project schedule (Section 1.2) have been updated.

1.3 The preliminary scoping-level study referenced in the original solicitation is included as Attachment B.

1.4 The scope of work has been revised to include a requirement for the selected consultant to complete the project’s permitting.

1.5 The maximum length of the statement of qualifications (SOQ) has been increased to eight (8) pages.

1.6 An interview scoring system has been added to Section 5 (Selection Criteria), to be utilized in the event of a tie.

When submitting statement of qualification, please include an acknowledgement of the receipt of this addendum either in the SOQ or in the SOQ’s transmittal to the City.

**END OF ADDENDUM**

The City of Newport Public Works 169 S.W. Coast Highway Newport, OR 97365 phone: 541.574.3366 fax: 541.265.3301 www.newportoregon.gov

Coast Guard City, U.S.A. Home Port of NOAA Pacific Fleet

55th STREET IMPROVEMENTS PROJECT Page 1

REQUEST FOR QUALIFICATIONS FOR

55TH STREET IMPROVEMENTS PROJECT

CITY OF NEWPORT PROJECT No. 25-24006

Respondents must submit hard copy statement of qualifications (SOQ) to the deliver to contact and address below, OR, email an electronic copy to the Information Contacts below. SOQs must be received by the City by the submittal deadline. Late submissions will not be considered. There will be no formal bid opening.

DEADLINE FOR RECEIPT OF SUBMITTAL: October 16, 2025 by 2:00 PM

NON-MANDATORY SITE VISIT: No group site visit is planned. Site visits are available by request.

INFORMATION CONTACT &

SUBMIT PROPOSAL TO: Todd Drage

Engineering Department Counter City of Newport 169 SW Coast Highway Newport, OR 97365 t.drage@newportoregon.gov cc to b.crawford@newportoregon.gov

**This request for qualifications may be cancelled or any or all submittals may be rejected for failure to comply with procedures or requirements or if the City determines it is in the public interest to do so.

mailto:t.drage@newportoregon.gov mailto:b.crawford@newportoregon.gov

55th STREET IMPROVEMENTS PROJECT Page 2

1 Introduction & Schedule

1.1 Introduction

The City of Newport, Oregon (City) is requesting Statements of Qualifications (SOQs) from experienced engineering firms to provide professional services for the NW 55th Street Improvements Project. The project will include full roadway design, stormwater infrastructure improvements, and construction support for a corridor extending from U.S. Highway 101 to NW Meander Avenue.

The City is seeking a consultant team with demonstrated qualifications and capacity to perform detailed field inspections and surveying, develop and present a paving and stormwater scoping analysis for City decision-making, complete all necessary permitting, and deliver final design and bid-ready documents. The selected consultant may be asked to support the City during construction by providing construction support services, which could include assistance with inspection and related tasks as authorized by the City.

This solicitation will follow the Formal Selection Procedure described in OAR 137-048-0220.

1.2 Schedule

The anticipated schedule for the NW 55th Street Improvements Project is shown below. Dates are subject to change at the City’s discretion.

Milestone / Event Estimated Date Duration / Notes

RFQ Advertisement September 19, Posted to OregonBuys and City website

SOQ Submittal Deadline October 16, 2025 at 2:00 PM

Four weeks after posting

City Evaluation & Scoring October 17–23, Five business days

Scope Definition & Contract Negotiations

October 24 – November 7, 2025

Two weeks; City confirms scope and negotiates contract terms with top-ranked firm

Local Contract Review Board (LCRB) Presentation & Approval

November 10 or November 24, First or third Monday after negotiations conclude (depending on agenda availability)

Contract Award December 8, 2025 anticipated within two weeks following LCRB approval

Notice to Proceed (Design Phase)

December 9, 2025 Issued day after contract execution

55th STREET IMPROVEMENTS PROJECT Page 3

Milestone / Event Estimated Date Duration / Notes

Design Phase

– Scoping-Level Assessment & Street Cross Section Alternatives

February 9, 2026 Two months after NTP; consultant presents for City approval

– 50% Design Submittal & Engineer’s Cost Estimate

April 24, 2026

2.5 months after scoping approval;

includes cost estimate for budget season

– City Review of 50% Design April 27 – May 8, Two weeks

– 90% Design Submittal June 8, 2026 One month after City review

– City Review of 90% Design June 9 – June 19, Two weeks

– Final Design Deliverables July 10, 2026 Stamped PS&E package

Construction Phase

City Preparation of ITB Documents

July 13 – July 31, ~3 weeks; EJCDC front-end docs by City;

consultant provides plans, specs, and updated engineer’s estimate

Construction Procurement

(ITB)

August 3 – October 31, 2026

~3 months; formal solicitation per OAR 137-049

Construction Window November 2026 – February 2027

~3–4 months

Engineer Project Close-Out & Record Drawings

March 2027 Following construction completion

2 Background

NW 55th Street is currently a narrow, primarily gravel roadway that serves an already developed residential neighborhood between Highway 101 and the coastal bluff. The corridor varies in width, contains multiple utility crossings, and includes both constrained and wider sections influenced by existing development. Because this is a developed area, improving NW 55th Street will require working with existing conditions to best fit roadway designs in alignment with the

City’s requirements in the adopted Transportation System Plan.

In addition to roadway paving, the project will include the design of new stormwater infrastructure along the entire corridor, extending from Highway 101 to the ocean outfalls at the coastal bluff. Stormwater improvements must address existing erosion and slope stability issues near the bluff outfalls, while also considering long-term maintenance and resilience.

The City previously commissioned Civil West Engineering Services to prepare a preliminary scoping analysis of the NW 55th Street corridor, included as Attachment B to this RFQ. The study reviews existing conditions, roadway zones, storm outfall alternatives, and preliminary

55th STREET IMPROVEMENTS PROJECT Page 4 cost estimates, and is provided for reference only. Proposers are encouraged to apply their own professional judgment in evaluating its content and may propose alternative approaches based on their own investigations and expertise.

Before advancing into full design, the selected consultant will be required to prepare and present a scoping-level analysis with their recommended design approach for City review and decision.

Because of the varying site conditions and the wide range of potential design solutions, this step is necessary to confirm the preferred approach before detailed design begins. Attachment B

(Civil West study) is provided for reference only; if that firm is selected, they must present it, and if another is selected, they must review it, complete any additional field work or surveys as needed, and prepare their own scoping presentation.

The City anticipates that the project will result in construction of a paved roadway with appropriate stormwater conveyance and collection systems, along with improved coastal bluff outfall protection to safeguard against erosion and instability. Because of the nature of the work, the project is also expected to require coordination with state and regulatory agencies for roadway and stormwater permitting, including approvals for stormwater outfalls and work along

Highway 101.

3 Proposed Scope of Work

The City of Newport is seeking professional engineering services to support the design and delivery of the NW 55th Street Improvements Project. At a minimum, the selected consultant will be responsible for:

1. Project Management and Coordination o Maintain regular communication with City staff and provide overall project management to ensure timely completion of tasks.

2. Field Investigation and Scoping o Complete topographic surveying, field inspection, and utility coordination along the full corridor.

o Develop a paving and stormwater scoping analysis with alternatives that account for varying right-of-way widths, existing development, and utility conflicts.

o Present the scoping analysis to the City for review and direction before advancing to design.

3. Design Services o Prepare bid-ready drawings, technical specifications, and an engineer’s estimate for roadway paving, stormwater conveyance and collection systems, and coastal bluff outfall improvements.

• Provide a geotechnical evaluation and a fully certified analysis and design certification for the roadway improvements and the stormwater infrastructure design, recognizing that the project is located within a designated City geologic hazard zone.

55th STREET IMPROVEMENTS PROJECT Page 5 o Coordinate with permitting agencies, as needed, for stormwater and coastal work, and work within and adjacent to State right-of-way. Consultant will be the lead on and handle all permitting for the project.

4. Bidding Support o The City will provide all EJCDC front-end bidding and contract documents, including General and Supplementary Conditions.

o The consultant will be responsible for preparing project drawings, technical specifications, and an engineer’s opinion of probable construction cost.

o Provide assistance during the City’s contractor solicitation process, including responding to bidder questions and preparing addenda if required.

5. Construction Support (Optional Services) o Provide limited inspection and engineering support services during construction, as authorized by the City.

The City reserves the right to amend the scope of work as needed to address additional project needs consistent with the intent of this solicitation.

4 SOQ Content and Organization

Please limit the Statement of Qualifications (SOQ) to eight (8) pages. Each side of a sheet counts as one page. A title page, cover letter, and résumés are optional; if included, they will not count toward the page limit.

Firms should avoid including brochures, boilerplate text, or general marketing material not directly relevant to this project or the proposed project team. SOQs should be concise, well organized, and clearly address the evaluation criteria in this section.

4.1 Project Understanding

Firms should briefly describe their understanding of the City’s goals for this project. This includes roadway design for NW 55th Street, stormwater improvements to address drainage and bluff stability, and the surveying and field work needed to support design.

4.2 Relevant Qualifications and Experience

Firms should provide examples of past work that is similar in nature, such as local street design, stormwater projects, or other work in built neighborhoods. Short project descriptions highlighting experience with roadway and drainage design are encouraged.

4.3 Key Staff and Availability

Identify the key staff who would be assigned to this project and their availability. A short summary of their role and experience is sufficient.

4.4 References

Provide at least three references for recent projects. Include a contact name, phone number, and email address.

55th STREET IMPROVEMENTS PROJECT Page 6

5 Selection Criteria

SOQs will be evaluated in accordance with OAR 137-048. Evaluation will be based on the criteria described in Section 4, with the following weighting:

Content and Evaluation Criteria Maximum Score

Possible

Project Understanding (4.1) 30

Relevant Qualification and Experience (4.2) 30

Key Staff and Availability (4.3) 30

References (4.4) 10

Total 100

The highest scoring SOQ will be invited to enter into contract negotiations with the City. In the event of a scoring tie, the City will conduct consultant interviews as an additional evaluation step. Interviews will allow the evaluation committee to further assess qualifications and project approach, and an additional potential 20 points may be awarded based on interview performance.

6 Reimbursement

City of Newport will not be responsible for any costs associated with preparing this SOQ.

7 Confidentiality

All SOQs submitted in response to this RFQ are subject to the Oregon Public Records Law (ORS 192.311–192.478) and may be disclosed to the public upon request once the submission deadline has passed. Until that deadline, SOQs will be treated as confidential to the extent permitted under law. Applicants should not submit materials they consider exempt from disclosure, as the City will not withhold, differentiate, or redact such materials prior to releasing them in response to a public records request.

8 Limitations

This request does not commit the City of Newport to pay any costs incurred to prepare any submittal. Further, the City of Newport reserves the right to:

• Accept or reject any and all SOQs received as a result of this RFQ at any time,

• Negotiate with any of the respondents,

• Cancel the request, in part or in whole, if it is determined to be in the best interest of the City to do so, 55th STREET IMPROVEMENTS PROJECT Page 7

• Award to the selected contractor any subsequent contracts, in whole or in part,

• Seek further submittals for this work.

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

9 False or Misleading Statements

If the review committee feels, at any time, that a contractor’s SOQ contains false or misleading statements, references, or any other matter which does not support a function, attribute, capability, or condition as stated by the firm or firms submitting, the submittal shall be rejected, regardless of the status or the phase of the selection process.

10 Award of Contract

Statements of Qualifications (SOQs) are due at the time and date specified in the advertisement for this solicitation. Following the submission deadline, the City will evaluate all SOQs in accordance with the criteria described in this RFQ and the requirements of OAR 137-048.

The City will issue a Notice of Intent to Award to the firm receiving the highest score and will initiate contract negotiations shortly thereafter. If negotiations with the top-ranked firm are unsuccessful, the City reserves the right to negotiate with the next highest-ranked firm.

Award of contract is contingent upon successful negotiation of terms and approval by the City’s Contract Review Board.

A sample Professional Services Contract is provided as Attachment A.

11 Statement of Qualifications Withdrawal

Any respondent may withdraw its SOQ prior to the final deadline for submission by providing the City with a written request stating the desire to withdraw. Withdrawal of a proposal will not prejudice the right of a firm to file a new proposal before the deadline.

12 Rejection

City of Newport may reject any submittal not in compliance with all prescribed public contracting procedures and requirements and may reject for good cause all submittals upon finding that it is in the public interest to do so.

13 Licenses

Submittals for this professional services contract do not require a Construction Contractors Board license. However, if the selected firm engages in construction work as part of any subsequent contract amendment, all such work must be performed by a contractor licensed with the Oregon Construction Contractors Board.

55th STREET IMPROVEMENTS PROJECT Page 8

The selected firm will also be required to obtain a City of Newport business license prior to commencing work if not already licensed.

14 Application of Public Contract Laws

The City of Newport is a municipality of the State of Oregon. Contracts with the City of Newport are subject to compliance with applicable statutory public contract requirements, including but not limited to those stated in ORS Chapter 279. All contracts with City of Newport are also subject to administrative rules of the City of Newport’s public contract review board.

55th STREET IMPROVEMENTS PROJECT Page 9

Attachment A

CITY OF NEWPORT

DRAFT CONTRACT

PROFESSIONAL SERVICES AGREEMENT (rev. 2/2025)

CITY OF NEWPORT, OREGON

DRAFT PROFESSIONAL SERVICES AGREEMENT

<CONTRACT NAME HERE>

THIS AGREEMENT is between City of Newport, an Oregon municipal corporation (City), and __________________________, an _____________________ corporation, which is registered to practice Civil Engineering in the State of Oregon (Consultant).

RECITALS

A. Pursuant to public contracting rule 137-048-_____, the City of Newport (City) solicited proposals for professional Consulting services to assist the City in __________________________ Services.

B. After reviewing all proposals, the City has selected _________________ (Consultant) as a Consultant of Record to provide the proposed services.

C. Consultant is willing and qualified to perform such services.

TERMS OF AGREEMENT

1. Consultant's Scope of Services

Consultant shall perform professional Consulting services related to Civil Engineering. The City is free to utilize other Consultants or consultant as it deems appropriate.

2. Effective Date and Duration

This agreement is effective on execution by both parties and shall expire, unless otherwise terminated or extended, after three years. The parties may extend the term by mutual agreement.

3. Consultant's Fee and Schedules

A. Fee

Fees for services under this Agreement shall be based on time and materials and pursuant to the rates shown in Exhibit A, up to a maximum amount payable of $__________. Consultant may increase the rates shown in Exhibit A on an annual basis, subject to the written approval of the City. Consultant will alert the City when Consultant is increasing its fees. Consultant will bill for progress payments on a monthly basis. In order to determine the maximum monetary limit for each task, Consultant will submit a schedule and a labor hour estimate based on the rates shown in Exhibit A. Consultant will invoice monthly progress payments based on actual time worked on the project. The maximum monetary limit will not be exceeded without prior written approval by the City. Projects partially completed may be paid for in proportion to the degree of completion.

Consultant will be reimbursed for direct charges such as the cost of printing, postage, delivery services, and subconsultant fees. Unless specifically noted in the Task Order, direct charges will be billed at cost without any markup. Office expenses such as computer cost, telephone calls, and overhead expenses are incidental and are included in the hourly rates shown in Exhibit A.

B. Payment Schedule for Basic Fee

Payments shall be made within 30 days of receipt of monthly billings based on the work completed. Payment by the City shall release the City from any further obligation for payment to the Consultant for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein.

C. Payment for Contingency Tasks

When agreed to in writing by the City, the Consultant shall provide services described as Contingency Tasks in a Task Order.

D. Certified Cost Records

Consultant shall furnish certified cost records for all billings to substantiate all charges.

Consultant’s accounts shall be subject to audit by the City. Consultant shall submit billings in a form satisfactory to the City. At a minimum, each billing shall identify the Task Order under which work is performed, work completed during the billing period, percentage of work completed to date, and percentage of budget used to date for each task.

E. Identification

Consultant shall furnish to the City its employer identification number.

F. Payment – General

1) Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

2) Consultant shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. Any subcontractors utilized by Consultant under this Agreement will be paid according to the then prevailing wage.

3) Consultant shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service.

4) Consultant shall make payments promptly, as due, to all persons supplying services or materials for work covered under this contract. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on any account of any service or materials furnished.

5) If Consultant fails, neglects or refuses to make prompt payment of any claim for labor, materials, or services furnished to Consultant, sub-consultant or subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due to the Consultant. The payment of the claim in this manner shall not relieve Consultant or its surety from obligation with respect to any unpaid claims.

G. Schedule

Consultant shall provide services under this Agreement in accordance with the Project Schedule.

4. Ownership of Plans and Documents: Records; Confidentiality

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

1) Consultant Intellectual Property means any intellectual property owned by

Consultant and developed independently from this Agreement that is applicable to the Services or included in the Work Product.

2) Third Party Intellectual Property means any intellectual property owned by parties other than City or Consultant that is applicable to the Services or included in the Work Product.

3) Work Product means the Services Consultant delivers or is required to deliver to City under this Agreement. Work Product includes every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein, and all copies of plans, specifications, reports and other materials, whether completed, partially completed or in draft form.

B. Work Product

1) Except as provided elsewhere in this Agreement, all Work Product created by Consultant pursuant to this Agreement, including derivative works and compilations, and whether or not such Work Product is considered a “work made for hire” or an employment to invent, shall be the exclusive property of City. City and Consultant agree that such original works of authorship are “work made for hire” of which City is the author within the meaning of the United States Copyright Act. To the extent that City is not the owner of the intellectual property rights in such Work Product, Consultant hereby irrevocably assigns to City any and all of its rights, title, and interest in all original Work Product created pursuant to this Agreement, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon City’s reasonable request, Consultant shall execute such further documents and instruments necessary to fully vest such rights in City.

Consultant forever waives any and all rights relating to original Work Product created pursuant to this Agreement, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

2) In the event Consultant Intellectual Property is necessary for the use of any

Work Product, Consultant hereby grants to City an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use Consultant Intellectual Property, including the right of City to authorize contractors, Consultants and others to use Consultant Intellectual Property, for the purposes described in this Agreement.

3) In the event Third Party Intellectual Property is necessary for the use of any

Work Product, Consultant shall secure on City’s behalf and in the name of City, an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use the Third-Party Intellectual Property, including the right of City to authorize contractors, Consultants and others to use the Third-Party Intellectual Property, for the purposes described in this Contract.

4) In the event Work Product created by Consultant under this Agreement is a derivative work based on Consultant Intellectual Property or is a compilation that includes Consultant Intellectual Property, Consultant hereby grants to City an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use the pre-existing elements of Consultant Intellectual Property employed in the Work Product, including the right of City to authorize contractors, Consultants and others to use the pre-existing elements of Consultant Intellectual Property employed in a Work Product, for the purposes described in this Agreement.

5) In the event Work Product created by Consultant under this Agreement is a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property, Consultant shall secure on City’s behalf and in the name of City an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use the pre-existing elements of the Third Party Intellectual Property, including the right to authorize contractors, Consultants and others to use the pre-existing elements of the Third Party Intellectual Property, for the purposes described in this Agreement.

6) To the extent permitted by the Oregon Constitution and by the Oregon Tort

Claims Act, Consultant shall be indemnified and held harmless by City from liability arising out of re-use or alteration of the Work Product by City which was not specifically contemplated and agreed to by the Parties in this Agreement.

7) Consultant may refer to the Work Product in its brochures or other literature that Consultant utilizes for advertising purposes and, unless otherwise specified, Consultant may use standard line drawings, specifications and calculations on other, unrelated projects.

C. Confidential Information

1) Consultant acknowledges that it or its employees, Sub-Consultants, subcontractors or agents may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information that is the confidential information of City or City’s residents. Any and all information provided by City and marked confidential, or identified as confidential in a separate writing, that becomes available to Consultant or its employees, Sub- Consultants, subcontractors or agents in the performance of this Agreement shall be deemed to be confidential information of City (“Confidential Information”). Any reports or other documents or items, including software, that result from Consultant’s use of the Confidential Information and any Work Product that City designates as confidential are deemed Confidential Information. Confidential Information shall be deemed not to include information that: (a) is or becomes (other than by disclosure by Consultant) publicly known; (b) is furnished by City to others without restrictions similar to those imposed by this Agreement; (c) is rightfully in Consultant’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; (d) is obtained from a source other than City without the obligation of confidentiality; (e) is disclosed with the written consent of City; or

(f) is independently developed by employees or agents of Consultant who can be shown to have had no access to the Confidential Information; or (g) is required to be disclosed by law, subpoena, or other court order.

2) Consultant agrees to hold Confidential Information in strict confidence, using at least the same degree of care that Consultant uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the provision of Services to City under this Agreement, and to advise each of its employees, Sub-Consultants, subcontractors and agents of their obligations to keep Confidential Information confidential. Consultant shall use its best efforts to assist City in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, Consultant shall advise City immediately in the event Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and Consultant will at its expense cooperate with City in seeking injunctive or other equitable relief in the name of City or Consultant against any such person. Consultant agrees that, except as directed by City, Consultant will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Agreement, and that upon termination of this Agreement or at City’s request, Consultant will turn over to City all documents, papers, and other matter in Consultant's possession that embody Confidential Information.

3) Consultant acknowledges that breach of this Section 4, including disclosure of any Confidential Information, will give rise to irreparable injury to City that is inadequately compensable in damages. Accordingly, City may seek and obtain injunctive relief against the breach or threatened breach of this Section 4, in addition to any other legal remedies that may be available. Consultant acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of City and are reasonable in scope and content.

5. Assignment/Delegation

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

6. Consultant is Independent Contractor

A. The City’s project director, or designee, shall be responsible for determining whether Consultant’s work product is satisfactory and consistent with this Agreement, but Consultant is not subject to the direction and control of the City. Consultant shall be an independent contractor for all purposes and shall not be entitled to compensation other than the compensation provided for under Section 3 of this Agreement. The City’s acceptance of the work product as satisfactory does not relieve the Consultant from responsibility for any errors in the work product.

B. Consultant is an independent contractor and not an employee of City. Consultant acknowledges Consultant’s status as an independent contractor and acknowledges that Consultant is not an employee of the City for purposes of workers compensation law, public employee benefits law, or any other law. All persons retained by Consultant to provide services under this Agreement are employees of Consultant and not of City.

Consultant acknowledges that it is not entitled to benefits of any kind to which a City employee is entitled and that it shall be solely responsible for workers compensation coverage for its employees and all other payments and taxes required by law.

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, or 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 the finding and to the full extent of any payments that City is required to make as a result of the finding.

C. The Consultant represents that no employee of the City 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 Agreement, except as specifically declared in writing.

D. Consultant and its employees, if any, are not active members of the Oregon Public

Employees Retirement System.

E. Consultant certifies that it currently has a City business license or will obtain one prior to delivering services under this Agreement.

F. Consultant is not an officer, employee, or agent of the City as those terms are used in

ORS 30.265.

7. Indemnity

A. The City has relied upon the professional ability and training of the Consultant as a material inducement to enter into this Agreement. Consultant represents to the City that the work under this Agreement will be performed in accordance with the professional standards of skill and care ordinarily exercised by members of the Civil Engineering profession under similar conditions and circumstances as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of a Consultant’s work by the City shall not operate as a waiver or release.

Acceptance of documents by City does not relieve Consultant of any responsibility for design deficiencies, errors, or omissions.

B. Consultant shall indemnify, hold harmless, and defend City and its representatives, officers, directors, and employees from and for any loss, claim, or tort brought by third parties, including legal fees and costs of defending actions or suits, resulting directly or indirectly from the negligent performance, omission, or fault of Consultant and its employees, representatives, and subcontractors. If the loss or claim is caused by the joint concurrent negligence or other fault of City and Consultant, the loss or claim shall be borne by each in proportion to the degree of negligence or other fault attributable to each.

Notwithstanding the foregoing, the Consultant has no duty to defend City against a claim for professional negligence relating to the professional services Consultant provided under this Agreement, except to the extent that the Consultant’s liability or fault is determined by adjudication or alternative dispute resolution or otherwise resolved by settlement agreement, and subject to the proportionate fault limitation, above.

Consultant’s obligations under this Section 7 shall survive the expiration or earlier termination of this Contract.

8. Insurance

Consultant and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this Agreement as detailed in this section. The insurance shall cover all risks arising directly or indirectly out of Consultant's activities or work hereunder, including the operations of its subcontractors of any tier.

The policy or policies of insurance maintained by the Consultant and its subcontractors shall provide at least the following limits and coverages:

A. Commercial General Liability Insurance

Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an “occurrence” form with policy limits of at least per occurrence. This coverage shall include Contractual Liability insurance for the indemnity provided under this Agreement in an amount of $2,000,000.

B. Professional Liability

Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts. Combined single limit per claim shall not be less than $1,0300,000, or the equivalent. Annual aggregate limit shall not be less than $2,000,000 and filed on a “claims-made” form.

C. Commercial Automobile Insurance

Commercial Automobile Liability coverage on an “occurrence” form including coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than $1,000,000.

D. Workers’ Compensation Insurance

The Consultant, its subcontractors, if any, and all employers providing work, labor or materials under this Agreement are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide limit workers’ compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Consultants who perform work without the assistance or labor of any employee need not obtain such coverage.

E. Additional Insured Provision

The Commercial General Liability Insurance Policy shall include the City its officers, directors, and employees as additional insureds with respect to this Agreement. Coverage will be endorsed to provide a per project aggregate.

F. Extended Reporting Coverage

If any of the liability insurance is arranged on a “claims made” basis, Extended Reporting coverage will be required at the completion of this Agreement to a duration of 24 months or the maximum time period the Consultant’s insurer will provide if less than 24 months. Consultant will be responsible for furnishing certification of Extended Reporting coverage as described or continuous “claims made” liability coverage for 24 months following Agreement completion.

Continuous “claims made” coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this Agreement. Coverage will be endorsed to provide a per project aggregate.

G. Notice of Cancellation

There shall be no cancellation, material change, exhaustion of aggregate limits or intent not to renew insurance coverage without 30 days’ written notice to the City. Any failure to comply with this provision will not affect the insurance coverage provided to the City. The 30 days’ notice of cancellation provision shall be physically endorsed on to the policy.

H. Insurance Carrier Rating

Coverage provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating.

I. Certificates of Insurance

As evidence of the insurance coverage required by the Agreement, the Consultant shall furnish a Certificate of Insurance to the City. No Agreement shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this Agreement. A renewal certificate will be sent to the address below ten days prior to coverage expiration.

J. Primary Coverage Clarification

The parties agree that Consultant’s coverage shall be primary to the extent permitted by law.

The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section.

K. Copy of Policy or Certificate of Insurance

A cross-liability clause or separation of insureds clause will be included in the general liability policy required by this Agreement. Consultant shall furnish City with at least 30-days’ written notice of cancellation of, or any modification to, the required insurance coverages. A copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company, or at the discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of such insurance shall be forwarded to:

Name Title/Dept.

City of Newport 169 SW Coast Highway Newport, OR 97365

Thirty days’ cancellation notice shall be provided City by certified mail to the name at the address listed above in event of cancellation or non-renewal of the insurance. The procuring of the required insurance shall not be construed to limit Consultant’s liability under this agreement. The insurance does not relieve Consultant’s obligation for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this Agreement.

9. Termination Without Cause

At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Consultant. If City terminates the Agreement pursuant to this section, Consultant shall be entitled to payment for services provided prior to the termination date.

10. Termination with Cause

A. City may terminate this Agreement effective upon delivery of written notice to Consultant, or at such later date as may be established by City, under any of the following conditions:

1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds.

2) If Federal or State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement.

3) If any license or certificate required by law or regulation to be held by

Consultant, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

Any termination of this agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination.

B. City, by written notice of default (including breach of Agreement) to Consultant, may terminate this Agreement:

1) If Consultant fails to provide services called for by this Agreement within the time specified, or

2) If Consultant fails to perform any of the other provisions of this Agreement, or fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten days or such other period as City may authorize.

C. If City terminates this Agreement, it shall pay Consultant for all undisputed invoices tendered for services provided prior to the date of termination.

D. Damages for breach of Agreement shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

11. Non-Waiver

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

12. Notice

All notices, bills and payments shall be made in writing and may be given by personal delivery, mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices, bills, payments, and other information:

IF TO CITY OF NEWPORT

Name Title/Dept.

City of Newport 169 SW Coast Highway Newport, OR 97365 Telephone E-mail address

IF TO CONSULTANT

The date of deposit in the mail shall be the notice date for first class mail. All other notices, bills and payments shall be effective at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving written notice pursuant to this paragraph.

13. Merger

This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties.

14. Force Majeure

Neither City nor Consultant shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractors or supplies due to such cause; provided that the parties so disenabled shall within ten days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement.

15. Non-Discrimination

Consultant agrees to comply with all applicable requirements of federal and state statutes, rules, and regulations. By way of example only, Consultant also shall comply with the Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws.

16. Errors

Consultant shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost.

17. Extra Work

Extra work or work on Contingency Tasks is not authorized unless the City authorizes the additional or contingency work in writing. Failure of Consultant to secure written authorization for extra work shall constitute a waiver of all right to adjustment in the Agreement price or Agreement time due to unauthorized extra work and Consultant shall be entitled to no compensation for the performance of any extra work not authorized in writing.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of law principles. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon, and the parties hereby consent to venue in Lincoln County Circuit Court, Oregon, unless exclusive jurisdiction is in federal court, in which case venue shall be in federal district court for the District of Oregon.

19. Compliance with Applicable Law

Consultant shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement, including but not limited to those set forth in ORS 279A, 279B and 279C. While all required contractual provisions are included in Exhibit B, Consultant shall be familiar with and responsible for compliance with all other applicable provisions of the Oregon Public Contracting Code.

20. Conflict Between Terms

This document shall control in the event of any conflict in terms between this document and the RFP and/or proposal.

21. Access to Records

City shall have access to the books, documents, papers and records of Consultant that are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts.

22. Audit

Consultant shall maintain records to assure conformance with the terms and conditions of this Agreement, and to assure adequate performance and accurate expenditures within the Agreement period. Consultant agrees to permit City or its duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds.

23. Severability

In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the Agreement.

24. Industrial Accident Fund Payment

Consultant shall pay all contributions or amount due the Industrial Accident Fund that Consultant or subcontractors incur during the performance of this Agreement.

25. Arbitration

All claims, disputes, and other matters in question between the City and Consultant arising out of, or relating to this Contract, including rescission, reformation, enforcement, or the breach thereof except for claims which may have been waived by the making or acceptance of final payment, may be decided by binding arbitration in City’s sole discretion, in accordance with the Oregon Uniform Arbitration Act, ORS 36.600, et seq. and any additional rules mutually agreed to by both parties. If the parties cannot agree on rules within ten (10) days after the notice of demand, the presiding judge of the Lincoln County Circuit Court will establish rules to govern the arbitration.

A claim by Consultant arising out of, or relating to this Contract must be made in writing and delivered to the City Administrator not less than 30…