REQUEST FOR PROPOSALS WILLAMALANE FACILITY ENTRY LOBBY

ARCHITECTURAL/INTERIOR DESIGN SERVICES

January 30th, 2017

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Notice of Request for Proposals Willamalane Facility Entry Lobby

Architectural/Interior Design Services

Proposals for professional architectural/interior design services will be received by Willamalane Park and Recreation District (Willamalane) at the Bob Keefer Center for Sports and Recreation, 250 South 32nd Street, Springfield, Oregon 97478, until 2:00 pm on February 24th, 2017. In summary, Willamalane is seeking the services of an architectural or interior design firm with experience in spatial design of recreation facility entry lobbies and spaces to provide conceptual design for the main entry spaces at four facilities. The four facilities include:

1. Bob Keefer Center for Sports and Recreation located at 250 South 32nd Street Springfield, Oregon 97478.

2. Willamalane Park Swim Center, located at 1276 G St, Springfield, OR 97477. 3. Splash at Lively Park, located at 6100 Thurston Rd, Springfield, OR 97478. 4. Willamalane Adult Activity Center, located at 215 C Street, Springfield, Oregon 97477.

A copy of the Request for Proposal, which includes Proposal specifications and requirements, and which is incorporated herein by reference, may be obtained at the Bob Keefer Center for Sports and Recreation. Requests may be made in person, by mail, or by telephone at (541) 736-4544. The RFP may be downloaded from the Willamalane website at the following link: http://willamalane.org/planning/bids-rfps/ A non-mandatory Pre-Proposal Meeting will be held, starting at the Bob Keefer Center for Sports and Recreation at 2pm on February 7th, 2017, moving on to each facility and concluding back at the Bob Keefer Center at approximately 4.30pm (includes travel time). Hard copies of proposals must be submitted in sealed envelopes or packages, the outside of which must be clearly marked with the Proposer’s name and address, the Project title, and the words, “SEALED PROPOSAL ENCLOSED”. Proposals received in proper form will be opened and documented. Willamalane intends to award the contract to the responsible Proposer submitting the most advantageous responsive Proposal, as deemed in the best interests of Willamalane. Willamalane reserves the right to waive irregularities and informalities, and reject any or all Proposals. Enquiries: Simon Daws, Project Manager Willamalane Park and Recreation District 250 South 32nd Street Springfield, Oregon 97478 Phone: (541) 736-4049 simond@willamalane.org

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TABLE OF CONTENTS

General Information About the Agency Purpose of Solicitation General Requirements Scope of RFP Terms of RFP Distribution of Request for Proposals Notice and Amendment of RFP Enquiries Trade Secrets and Public Records Law No Obligation Non-Responsive Proposals Insurance Proposal Process and Requirements Schedule Submitting Proposals Proposal Submittal Requirements Solicitation Protests Offers Valid and Binding Proposal Evaluation Process Evaluation Evaluation Criteria and Scoring Matrix Outcome of Evaluation Process Right to Award or Reject Proposals Award Notice, Selection Protests Tentative Award Notice Selection Protects

ATTACHMENTS I Legal Requirements II Certificate Forms III Facility Information IV Facility Floor Plans V Sample Contract

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REQUEST FOR PROPOSALS (RFP)

Willamalane Facility Entry Lobby Design

Instructions to Proposers

SECTION 1. GENERAL INFORMATION A. About the Requesting Agency

Willamalane Park and Recreation District maintains and operates four recreation facilities and 44 parks and natural areas totaling nearly 1,500 acres. Highlights include 13 waterfront areas, 25 miles of hiking and biking trails, 15 sports fields and 25 playgrounds. Willamalane offers recreation programs to people of all ages and abilities. Created by voters in 1944, Willamalane is a special tax district, separate from the city of Springfield, with its own boundaries. It is governed by a five-member, elected board of directors and managed by a district superintendent. Online information is available at willamalane.org.

B. Purpose of Solicitation

In this Request for Proposals (“RFP”), Willamalane Park and Recreation District (“Willamalane”) is seeking Proposers capable of providing conceptual design for the main entry spaces at four recreational facilities. Specifically, Willamalane requires the services of a sole proprietor, firm or partnership, or team of consultants that has the following capabilities:

Ability to assess recreational facilities for existing condition in terms of use and patterns of pedestrian traffic and layout of reception areas and associated functions.

Ability to provide conceptual design for four different facilities that provide a unifying theme or identity that is instantly recognizable as a Willamalane facility;

Ability to prepare drawings including plans, sections, elevations and perspective sketches to demonstrate proposed concepts;

Ability to provide additional information to expand on concepts including cut sheets and product information or color charts for proposed furnishings, wall and floor treatments and lighting.

SECTION 2. GENERAL REQUIREMENTS 2.01 SCOPE OF THE RFP It is the intent of Willamalane to contract with a qualified Proposer for the provision of professional design services as outlined below. This document along with all attachments and exhibits constitutes an invitation for sealed competitive proposals for Consultant Selection under OAR 137-048-0100 through 0320, and the other applicable statutes and rules cited herein. The scope of work consists of the following two tasks: Task 1: The four facilities included in this RFP need a modern and vibrant appearance through

design, including color, finishes, lighting and furnishings. It is important the design and

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layout of the entry lobbies and assembly areas respond to the function and purpose of

each facility. Design should reflect Willamalane’s role as a community leader and

steward of the environment. The conceptual design, or theme, should be able to be

applied to each entry lobby under consideration. The preferred architect/designer must

demonstrate an understanding of the patron use at each facility and provide the

appropriate conceptual designs for patron use. Designs should demonstrate the flow of

patrons through the space and accommodations for staff at entry desks etc. As part of

Task 1, no structural alterations to the buildings are anticipated as part of these

conceptual designs. Acoustic and graphic design (wayfinding) should be considered as

part of the conceptual design process. Facility specific considerations include:

a) At the Bob Keefer Center for Sports and Recreation:

I. Include a “Wall of Recognition” in the lobby where plaques could hang

that honor Willamalane or employees.

II. Advise on the possible relocation of the climbing and bouldering walls

from the courts to the entry lobby space.

III. Advise on possible re-purpose of the existing unused concessions space

as restrooms or other suitable use.

b) At the Bob Keefer Center for Sports and Recreation, Willamalane Park Swim

Center and Splash! at Lively Park, consideration needs to be given to security

and control of those entering the facilities. May include gates or turnstile type

entry, while providing for ADA compliance.

Task 2: The Willamalane Adult Activity Center needs a more extensive treatment with regard to

redesign of the entry area. Generally, Willamalane is interested in design concepts for:

a) Enclosing the front entry overhang in order to increase internal floor space

dedicated to the lobby, and to create a more inviting transition to the general

assembly area.

b) Providing additional programming space by extending the building north from

the Cascade Room.

c) General office space and front desk alignment which is adjacent to the main

entrance.

d) Redesign of existing snack bar to be a profitable concession area.

The layout needs to be accommodating to people ages 50 and older who may have mobility difficulties or be in wheelchairs. In addition, providing a safe and secure entry with adequate lighting is important. The facility is also host to programs attended by those aged 18 and older, so it is important the facility have an appearance that is welcoming and inviting to all ages. It is expected that Task 2 will be started after confirmation of the selected concept from Task 1.

Note that information for the four facilities that are part of this RFP is included in Attachment III.

Project Deliverables Willamalane would like the following to be provided by the consultant at the end of the project:

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Task 1:

1. Two different concepts for each facility demonstrating alternative approaches to potential design of each entry lobby, to include suggestions for colors and materials for walls, floors and furnishings, and lighting improvements.

2. Plans, sections and elevations, as required, to adequately demonstrate the above.

3. At least one perspective sketch for each facility for each concept. 4. Cut sheets or samples, as required, for products, materials or color swatches to

demonstrate design intent. 5. All drawings to be on 24x36 sheets, in color or black and white, as required to

demonstrate design intent. Task 2:

1. On completion of Task 1, the consultant shall then apply the selected design concept and provide two different concepts for the updated front entry, lobby and front desk at the Willamalane Adult Activity Center.

2. Show locations of doors, front desk alignment, changes to lobby and information booth. Demonstrate compliance with ADA requirements.

3. Plans, sections and elevations, as required, to adequately demonstrate the above.

4. At least one perspective sketch for each concept. 5. Cut sheets or samples, as required, for products, materials or color swatches to

demonstrate design intent. 6. Preliminary construction estimates for each concept. 7. All drawings to be on 24x36 sheets, in color or black and white, as required to

demonstrate design intent. 8. It is understood there may be some overlap between Tasks 1 and 2 for this

facility.

Note: Basic CAD plans of each facility are available for use by the consultant and will be

supplied in an Autocad format. Printed versions of these are included in Attachment IV to this

Proposal and show the project limits for each facility.

2.02 TERMS OF THE RFP Willamalane reserves the right to:

Change the schedule of the Proposal and the selection process;

Delay, suspend, or cancel the procurement or reject any or all Proposals in accordance with ORS 279B.100; and

Seek clarification of each Proposer’s Proposal if necessary during the evaluation process.

Adjust the final scope and include the elements which can be completed within budget and timeframe for completing the work.

2.03 DISTRIBUTION OF REQUESTS FOR PROPOSALS The full RFP, including all documents, supporting materials, and any addenda, will be available for online viewing and download beginning on January 30th, 2017. Proposers shall pay the cost of reproduction of RFP documents.

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To View Online: http://willamalane.org/planning/bids-rfps/ To View in Print: Customer Services Counter Bob Keefer Center for Sports and Recreation 250 S. 32nd St. Springfield, OR 97478 2.04 NOTICE AND AMENDMENT OF RFP Any changes or additions to the RFP content developed after the release of the RFP will be described in addenda. Such changes and/or additions include any change of dates in the RFP Schedule. In the event that it is necessary to amend, revise, or supplement any part of the RFP, a written addendum will be issued and posted online via Willamalane’s website. It is the proposer’s responsibility to check Willamalane’s website ((http://willamalane.org/planning/bids-rfps/ ),for posted Addenda. Any addenda so issued shall be considered part of the specifications of the RFP. Willamalane is not responsible for any explanation, clarification, interpretation, or approval made or given in any manner except by written addenda issued by Willamalane. In the case of any doubt or differences of opinion as to the services to be furnished hereunder, or the interpretation of the provisions of the RFP, the decision of Willamalane shall be final and binding upon all parties. Willamalane will not issue addenda less than 72 hours (3 calendar days) prior to 8:00 AM on the proposal closing date. Should the proposal closing date be extended by addendum, the extended proposal closing date will supersede the prior closing date in determining the 72-hour addendum window. Proposers should check the Willamalane website frequently until Closing, i.e. at least once weekly until the week of Closing and at least once daily the week of Closing. 2.05 ENQUIRIES

All questions and contacts with Willamalane regarding the RFP must be addressed in writing, via email, to the Project Manager:

Simon Daws, Project Manager

Willamalane Park and Recreation District Bob Keefer Center for Sports and Recreation 250 S. 32nd St. Springfield, OR 97478 Phone: 541-736-4049 E-mail: simond@willamalane.org.

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Statements made by the Willamalane Project Manager are not binding on Willamalane unless confirmed in writing via an addendum. Addenda will be issued for significant clarifications that arise during the response period up to the final date of addenda issuance. Contact with other Willamalane staff without prior clearance from the Project Manager may result in Proposer disqualification. 2.06 TRADE SECRETS AND PUBLIC RECORDS LAW All submittals become the property of Willamalane and will not be returned to the Proposer. Willamalane shall retain the RFP and one copy of each original Proposal received, together with copies of all Willamalane documents pertaining to the award of a contract. These documents will be made a part of a file or record, which shall be open to public inspection after Proposer selection and award is announced. If a Proposal contains any information that is considered a trade secret under ORS 192.501(2), Proposers must mark each sheet of such information with the following legend: "This data constitutes a trade secret under ORS 192.501(2), and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS Chapter 192." Oregon Public Records Law exempts from disclosure only bona fide trade secrets, and the exemption from disclosure applies only "unless the public interest requires disclosure in the particular instance". Therefore, non-disclosure of Willamalane documents or any portion of a Willamalane document submitted as part of a Proposal may depend upon official or judicial determination made pursuant to the Public Records Law. In order to facilitate public inspection of the non-confidential portion of the Proposal, material designated as confidential shall accompany the Proposal, but shall be readily separable from it. Prices, makes, model or catalog numbers of items offered, scheduled delivery dates, and terms of payment shall be publicly available regardless of any designation to the contrary. Any Proposal marked as a trade secret in its entirety will be considered non-responsive.

2.07 NO OBLIGATION All Proposers who submit a Proposal in response to this RFP are deemed to understand, acknowledge and agree that Willamalane is not obligated as a result of the submittal of a Proposal to enter into a contract with any Proposer and, further, that Willamalane has absolutely no financial obligation to any Proposer arising from responding to this RFP. All Proposers who respond to this solicitation do so solely at their own expense. 2.08 NON-RESPONSIVE PROPOSALS Proposers are responsible for carefully reading all the terms and conditions contained in the RFP (including the terms and conditions contained in any attachments, exhibits or schedules to the RFP), and for following the instructions given. Proposals that do not contain all the information requested may be rejected as non-responsive. Willamalane may reject any Proposal not in compliance with all prescribed public procurement procedures and requirements, and may cancel this solicitation or reject for good cause any or all Proposals upon a finding by Willamalane that it is in the public interest to do so.

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2.09 INSURANCE Throughout the Project, the Proposer must have and maintain in force, at its own expense, all insurance, required by Willamalane, noted below:

(1) Workers Compensation insurance in compliance with ORS 656.017. All employers, including Consultant/subconsutlants, that employ subject workers who work under this Contract in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage, unless such employers are exempt under ORS 656.127. Contractor shall ensure that each of its subcontractors complies with these requirements. Contact Willamalane Risk Management at 541-736-4544 if exempt.

(2) Commercial General Liability insurance, on an occurrence basis, with a combined single limit of not less than $2,000,000 for each occurrence of bodily injury, personal injury and property damage. It shall include coverage for broad form contractual liability; broad form property damage; personal and advertising injury; owners and contractor protective; premises/operations; and products/completed operations. Coverage shall not exclude excavation, collapse, underground, or explosion hazards.

(3) Commercial Automobile Liability insurance with a combined single limit, or the

equivalent of not less than $2,000,000 for each accident for Bodily Injury and Property Damage, including coverage for owned, hired and non-owned vehicles. “Symbol One” coverage shall be designated.

(4) Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days written notice from the Contractor or its insurer(s) to Willamalane. This notice provision shall be by endorsement physically attached to the certificate of insurance.

(5) Additional Insured. For general liability insurance and automobile liability insurance Willamalane, and its agents, officers, and employees will be Additional Insureds, but only with respect to Contractor’s services to be provided under this contract. This coverage shall be by endorsement physically attached to the certificate of insurance. (6) Certificates of Insurance. Contractor shall furnish insurance certificates acceptable to Willamalane prior to commencing work. The certificate will include the deductible or retention level and required endorsements. Insuring companies or entities are subject to Willamalane approval. If requested, copies of insurance policies shall be provided to the Willamalane. Contractor shall be responsible for all deductibles, self-insured retention’s, and/or self-insurance. SECTION 3. PROPOSAL PROCESS AND REQUIREMENTS 3.01 SCHEDULE This RFP initiates a competitive sealed proposal solicitation open for submittal and subsequent evaluation and award of contract in accordance with the schedule below.

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RFP advertised and posted to Willamalane website: January 30, 2017 Solicitation Protest Deadline: February 7, 2017 at 5 pm Pre-proposal meeting at Bob Keefer Center February 8, 2017 at 2 pm RFP’s due at Willamalane: February 24, 2017 at 2 pm End of Proposal evaluation period: March 3, 2017 Willamalane Board of Directors approval March 8, 2017 Notice of Intent to Award Contract: March 9, 2017 Selection Protest Deadline March 16, 2017 at 5 pm The project schedule is anticipated to follow the schedule as outlined below: Project start - programming meeting with owner: April 3, 2017 Task 1 50% submittal to owner: May 5, 2017 Task 1 90% submittal to owner: June 2, 2017 Task 1 100% submission due: June 16, 2017 Review of submissions by owner June 19 to July 3, 2017 Task 2 start July 5, 2017 Task 2 50% submittal to owner: August 2, 2017 Task 2 90% submittal to owner: August 23, 2017 Task 2 100% submission due: August 31, 2017 3.02 SUBMITTING PROPOSALS

All Proposals, including attachments, shall be delivered or mailed to the Project Manager no later than February 24th, 2017 at 2 pm. No other materials shall be submitted with the proposal, except those specifically identified in Sections 3.03 and 4.02, below. Proposals received after the specified time and date will not be given further consideration. Submit five copies, including one original Proposal, in a sealed, opaque envelope(s). Also include the proposal in a pdf format on a non-returnable format such as CD. Proposals shall be submitted with the following information clearly identified on the outside of the envelope:

SEALED PROPOSAL ENCLOSED WILLAMALANE FACILITY ENTRY LOBBY DESIGN

Willamalane Park and Recreation District Proposer’s Name

3.03 PROPOSAL SUBMITTAL REQUIREMENTS Proposals shall conform to the following requirements:

(1) Proposals shall be typed and prepared in a simple, economical manner. (2) Proposals shall not exceed twenty (20) single-sided, 8-1/2 x 11-inch, white paper pages (regardless of the text equivalency in page length), including pictures, charts, graphs, tables and text. This does not include a cover letter or certifications as outlined in Attachment II of the RFP

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(3) Proposers shall make every effort to use no less than a 11-point font and no less than 1-inch margins for the text portion of their Proposals. Willamalane reserves the right to reject Proposals that are deemed illegible or too difficult to read. (4) Proposals must contain a statement that the Proposer agrees to be bound by and will comply with the provisions of ORS 279C.800 through 279C.870. (5) Proposals must contain a certification that the Proposer has not discriminated and will not discriminate against minority, women or emerging small business enterprises in obtaining any required subcontracts.

(6) If Proposer is a partnership or joint venture, information must be provided for each partner or joint venturer, and each partner or joint venturer must sign the Proposal and any contracts on behalf of both itself and the Proposer, and each will be jointly and severally liable.

(7) To be eligible to propose in response to this RFP, all proposers (i.e. consultants and sub consultants) will possess a current required professional license or certification necessary to complete their professional work at the time the RFP is submitted to Willamalane. (8) Proposals must include submission of completed forms, attached to this RFP.

See Section 4.02, below, for Evaluation Scoring Matrix. 3.04 SOLICITATION PROTESTS Protests of the requirements, evaluation criteria, or contractual provisions in the RFP, or requests for changes or clarifications of the RFP shall be made in writing, via email to the Project Manager by the time stated in the Schedule of Events. Protests of, and requests for changes to, technical or contractual requirements, specifications, or provisions shall include the reason for the protest and any proposed changes to the requirements. No such protests or request will be considered if received after the deadline. 3.05 OFFERS VALID AND BINDING Pursuant to OAR 137-047-0480, each Proposal constitutes a Firm Offer, irrevocable and binding on the Offeror for a period of ninety (90) calendar days following Closing of the RFP. SECTION 4. PROPOSAL EVALUATION PROCESS 4.01 EVALUATION This section describes the criteria by which proposals will be evaluated and the selection process of the highest ranked Proposer. A selection committee chaired by the Willamalane Project Manager, and comprising of Owner’s staff and Owner’s representative will open Proposals and will evaluate Proposals for conformity with stated submittal requirements, and content and quality of the responses, as called for in Sections 4.02 and 4.03 herein, in accordance with the evaluation procedures set forth in ORS 279B.060 and OAR 137-047-0600.

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Willamalane will provide written determination of the Proposal that is the most “advantageous” to Willamalane, as defined in OAR 137-047-0100, based on the evaluation process and any factors described in this RFP. Willamalane intends to award the contract to the Proposer who presents the best capabilities, approach and value to provide the required services as outlined in this RFP. Additional information required for proper assessment of proposals may be requested from the Proposer at the discretion of Willamalane. All costs associated with submittal preparation will be borne by the Proposer.

4.02 EVALUATION CRITERIA AND SCORING MATRIX

Cost will be a significant consideration, but not the only factor, in the Proposal evaluation and selection process. It is in the interest of the Proposer to provide a clear and complete Proposal which presents thorough responses and demonstrates both technical and economic advantages. Creative, informative and expert ideas, thoughts and input are sought. All Proposals will be evaluated by the Willamalane selection committee based on the following criteria:

Criteria Points

Specialized Experience 30

Expertise 15

Consistency and Creativity 30

Cost 25

Total 100

Responsive Proposals shall contain include all the information required below.

Experience: Willamalane is interested in a consultant with a proven track record for successfully designing entry spaces, lobbies, and public assembly areas within recreation facilities or similar space. Please provide a demonstrated history of recent examples together with company profile – 30 points Expertise: Please provide information on the personnel who will be assigned to the project and their experience working on similar projects – 15 points Consistency and Creativity: It is important to have each of the four facilities included in this RFP to have enough consistency in color, layout, and furnishings so a “Willamalane” appearance is consistent for our patrons. However, each facility has different patron needs and function to the building. Thus, the preferred architect must develop a consistent family resemblance of appearance while designing with creativity to allow for the facility to have its specific function and spatial requirements. Provide examples of experience in designing multiple facilities or spaces with a theme or identity that is quickly identifiable by those that enter the spaces. - 30 points Cost: As a public agency it is important for Willamalane to be fiscally responsible. Please provide us with a lump sum fee and rate schedule of those working on the project, including any sub consultants. Include an approximate calculation of hours anticipated to be spent on the project, and timeline for completion of the project. – 25 points

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4.03 OUTCOME OF EVALUATION PROCESS

The outcome of the written proposal Evaluation process may, at Willamalane sole discretion, result in:

(1) Further steps to gather additional information for evaluation, (e.g. checking references, requesting clarification, and a responsibility inquiry); (2) Notice to Proposer of rejection; or (3) Cancellation of the RFP and either re-issuance of the RFP in the same or revised form or no further action by Willamalane with respect to the RFP.

4.04 RIGHT TO AWARD OR REJECT PROPOSALS

All Proposals will become part of the public record. In evaluating the Proposals, Willamalane may seek information from a Proposer to clarify the Proposer’s Proposal. In that event, Proposer must submit written and signed clarifications and such clarifications shall become part of the Proposal. Willamalane reserves the right to reject any and all Proposals received as a result of RFP and, if doing so would be in the public interest, cancel the solicitation. Willamalane is not liable for any costs a Proposer incurs while preparing or presenting the Proposal or during further evaluation stages. Willamalane reserves the right to consider a Proposal or Proposals in whole or in part and to determine the responsiveness of a Proposal by reference to the Proposal taken as a whole. Proposers will be held to the terms submitted in their Proposals. Failure to meet these obligations will result in cancellation of acceptance of any apparent successful Proposal. SECTION 5. AWARD NOTICE, SELECTION PROTESTS 5.01 TENTATIVE AWARD NOTICE Based on the results of the submitted Proposals, a notice of selection will be sent to all Proposers. Following selection, Willamalane intends to negotiate with the top-ranked Proposer to enter into a contract. Willamalane reserves the right to negotiate a final contract which is in the best interest of Willamalane and the public. Once a tentative selection has been made by the selection committee, the Willamalane staff will attempt to negotiate a contract with the highest-ranked Proposer. If the negotiations are not successful, the staff will negotiate with other qualified Proposers in the order of their respective qualifications until an agreement is reached or the staff decides to terminate the selection process. 5.02 SELECTION PROTESTS Any Proposer who claims to have been adversely affected or aggrieved by the selection of a

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competing Proposer shall have seven (7) calendar days after notification of the selected Proposer to submit a written selection protest to the Project Manager. This written notification is to be received by 5:00 p.m. of the last day of the seven (7) calendar-day period. No protest against selection of a contract or award of a contract will be considered if received after the deadline established for submitting such protest.

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Attachment I Legal Requirements

A. Resident Proposer. The Proposer shall state whether it is a resident proposer as set forth in ORS 279A.120.

B. Non-Discrimination. The Proposer shall provide a certification of nondiscrimination in obtaining required subcontractors in accordance with ORS 279A.110(4).

C. Oregon Taxes. The Proposer shall provide a certification of compliance with the

Oregon tax laws in accordance with ORS 305.385.

D. Confidential Information. If the Proposer deems any information submitted in its response as confidential and/or a trade secret, the Proposer must clearly label such information “confidential trade secret” or else Willamalane shall have no obligation to treat such information as confidential.

E. Firm Offer. The Proposal is the Proposer’s firm offer and shall be held open by

the Proposer for Willamalane’s acceptance for 30 calendar days from the date of submission. Willamalane’s award of the Contract constitutes acceptance of the Proposal and binds the Proposer to the Contract.

F. Prohibition on Conditional Proposals. The Proposal shall not be made

conditional or contingent on Willamalane’s acceptance of any terms or conditions (including specifications) other than those contained in the RFP.

G. Contract Preferences – Where applicable.

1. Resident and Non-Resident Proposers pursuant to ORS 279A.120:

a. Willamalane shall give preference to goods or services that have been

manufactured or produced in Oregon if price, fitness, availability and quality are otherwise equal; and

b. Willamalane shall add a percent increase to the Proposal of a nonresident Proposer equal to the percent, if any, of the preference given to the Proposer in the state in which the Proposer resides.

c. When a public contract is awarded to a nonresident Proposer and the contract price exceeds $10,000, the Proposer shall promptly report to the Oregon Department of Revenue (DOR) on forms to be provided by the DOR the total contract price, terms of payment, length of contract and such other information as the DOR may require before the Proposer may receive final payment on the public contract. Willamalane shall satisfy itself that the requirement of this subsection has been complied with before Willamalane issues a final payment on the contract.

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2. Recycled Materials pursuant to ORS 279A.125 Notwithstanding provisions of the public contracting code requiring Willamalane to award the contract to the most advantageous Proposer, and subject to section b. below, Willamalane shall give preference to the procurement of goods manufactured from recycled materials.

a. Willamalane shall give preference to goods that are certified to be made

from recycled materials if: i) The recycled product is available;

ii) The recycled product meets applicable standards; iii) The recycled product can be substituted for a comparable no recycled product; and iv) The recycled product’s costs do not exceed the costs of non-recycled products by more than five percent (5%)

H. Payment. The Proposer shall include in all contracts or arrangements it enters

into with its employees and/or with its subcontractors, provisions complying with ORS 279A.020 and ORS 279B.235 concerning a) the maximum hours of labor that can be performed per day prior to overtime pay being required; and b) holiday pay.

Furthermore, the Proposer shall include in its contracts with its employees or subcontractors provisions complying with ORS 279B.220 concerning a) prompt payment; b) payment to SAIF; c) no liens being allowed to be recorded; and d) payment to the Department of Revenue all sums withheld from employees under ORS 316.167.

I. Medical Care and Workers’ Compensation.

The Proposer shall include in its contract with Willamalane and any subsequent contracts with Proposer’s subcontractors, provisions complying with ORS 279B.230 relating to payment of medical care and the provision of workers’ compensation.

J. Consequences for Failure to Meet Established Performance Standards. In the event the Proposer fails to perform the scope of work identified in the RFP or the failure to meet established performance standards the consequences to the Proposer may include, but are not limited to:

a. Reducing or withholding payment, b. Requiring the Proposer to perform, at the Proposer’s expense, additional

work necessary to perform the identified scope of work or meet the established performance standards; or

c. Declaring a default, terminating the public contract and seeking damages and other relief available under the terms of the public contract or other applicable law.

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Attachment II CERTIFICATIONS FORM

PROPOSAL TO WILLAMALANE PARK & RECREATION DISTRICT

Willamalane Facility Entry Lobby Design The undersigned hereby submits the following Proposal to furnish services as specified in the attached Proposal, which is incorporated herein by reference. The undersigned certifies that: 1. This Proposal is genuine and is made without connection to any person, or entity making

a Proposal for the same services, and is in all respects fair and without collusion or fraud. 2. Proposer has carefully examined the specifications and general provisions of the Request

For Proposals, which are incorporated herein by this reference, and agrees, if its Proposal is accepted, to contract with Willamalane to furnish the item(s) or services in the manner and time herein prescribed and according to all the requirements set forth.

3. Proposer is an equal opportunity employer, has not discriminated against any minority,

women, emerging small business enterprises (as defined in ORS 200.055) or a business enterprise that is owned or controlled by or that employs a disabled veteran (as defined in ORS 408.225), or in obtaining any required subcontracts; and

4. That to the best of Proposer’s knowledge it is in compliance with all Oregon tax laws

described in ORS 305.380(4). 5. Proposer has visited the facilities and become familiar with and is satisfied as to the

general, local, and site conditions that may affect cost, progress, and performance of the Work.

6. Proposer is familiar with and is satisfied as to all federal, state and local laws and

regulations that may affect cost, progress, and performance of the Work. 7. Proposer does not consider that any further examinations, investigations, explorations,

tests, studies, or data are necessary for the determination of this Proposal. 8. Proposer has given the Project manager written notice of all conflicts, errors,

ambiguities, or discrepancies that Proposer has discovered in the RFP Documents, and the written resolution thereof by District’s Project manager is acceptable to Proposer.

9. The RFP Documents are generally sufficient to indicate and convey understanding of all

terms and conditions for the performance of the work for which this Proposal is submitted.

10. Throughout the period of the Contract, Proposer shall be licensed by the State of

Oregon to do the type of work required under the terms of the RFP Documents; 11. Proposer has the manpower and resources to satisfactorily perform such work; 12. Prior to commencing work under the Contract, all subcontractors will be licensed by the

Oregon Construction Contractor’s Board or State Landscape Contractor’s Board, if

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applicable. 13. Proposer is currently in compliance with all Oregon tax laws and will remain in

compliance throughout the period of the Contract. 14. Proposer has not and will not discriminate against any minority, women, emerging small

business, or a business enterprise that is owned or controlled by a disabled veteran as defined in ORS 408.225 in obtaining any required subcontract.

15. Proposer will comply with the provisions of ORS 279C.800 to 870 and 40 U.S.C. 276a,

governing the payment of prevailing wage rates.

Proposer further represents that:

This Proposal is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; Proposer has not directly or indirectly induced or solicited any other Proposer to submit a false or sham Proposal; and Proposer has not solicited or induced any individual or entity to refrain from proposing; All required sales and use taxes are included in the stated Proposal prices for the Work unless provision is made herein for the Proposer to separately itemize the estimated amount of sales tax.

RESIDENT/NONRESIDENT

The Proposer submitting this Proposal [is/is not] a resident Proposer as defined in ORS 279A.120 (please circle one). Oregon Construction Contractors Board Registration Number: _____________________

Proposer Name (Print or type) Signature Address line 1 Name (Print or type) Address line 2 Title Subscribed and sworn to before me this day of, 20_____ Notary Public for the State of My commission expires

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Attachment III

Facility Information Each facility has a particular need and use. A general description of each are described below. Bob Keefer Center for Sports and Recreation Bob Keefer Center for Sports and Recreation’s 97,000 square feet includes space for sports tournaments, corporate events, meetings, classes, parties and more. Athletic events at Bob Keefer Center (formerly known as Willamalane Center) include tennis, soccer, basketball, volleyball and roller derby. The building includes: • 3 regulation-size basketball courts • Fitness Center and classes • 4 indoor tennis courts • Meeting rooms • Three roller derby rinks • Two50 youth center • 11 volleyball courts • 18-foot-wide movie screen • 33-foot high climbing wall • Preschools with attached playground • 12-foot high bouldering wall People of all ages and abilities use the Bob Keefer Center. It is open Monday to Friday 6am to 9pm, Saturday 8am to 5pm, and Sunday 12 to 5pm. At large events, many people may be entering and exiting the building and using gathering spaces. Willamalane Park Swim Center Willamalane Park Swim Center is a multi-pool facility that offers an eight-lane lap pool, a warm-water pool with a waterslide, deep water tank with diving boards, community rooms for meetings or parties, inside deck areas for parties, bleachers, locker rooms and adult spa. Patrons may visit the building for lap swimming, classes, and events. Swim meets and competitions are held at the center, so large groups are common at the facility. The facility is opening early morning to evening six days a week. All ages are welcome to the facility. Patrons have a range of abilities and some use canes, walkers or wheelchairs. Splash! at Lively Park This indoor water park includes wave pool, water slide, a six lane lap pool, spa, kiddie pool, community room, sun deck, family changing rooms, large dressing rooms and concessions. It is often very busy and is popular for birthday parties, school groups, family reunions and private rentals, as well as lap swimming. It is situated in Lively Park which has a large playground, picnic shelters for rental and a dog park. The facility is open seven days a week. Willamalane Adult Activity Center This lively 22,000 square foot community center overlooking Island Park and the Willamette River provides many recreational, educational and social service opportunities for local residents. There are 5 multi-purpose rooms, a billiards room and two shops that accommodate classes and lectures of all kinds, provide the opportunity to watch a movie or learn to dance, hone your wood shop skills, or attend a special event. While many patrons that attend during the day may be over 50, classes and other events attract people of all ages to this facility.

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Attachment IV Floor plans for: Bob Keefer Center for Sports and Recreation, 250 South 32nd Street Springfield, Oregon 97478.

Willamalane Park Swim Center, 1276 G St, Springfield, OR 97477.

Splash at Lively Park, 6100 Thurston Rd, Springfield, OR 97478.

Willamalane Adult Activity Center, 215 C Street, Springfield, Oregon 97477

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Attachment V

SAMPLE

INDEPENDENT CONSULTANT AGREEMENT

This Independent Consultant Agreement (“Agreement”) is made by and between Willamalane Park and Recreation District (“WILLAMALANE”) and Cameron McCarthy, (“Consultant”) according to the following terms, conditions, and provisions:

1. Identity of Consultant. Name:

Type of Entity: [ ] Sole Proprietorship [ ] Partnership [ ] Corporation, Non-Profit [ ] Limited Liability Company

Address:

City, State, Zip:

Business Telephone:

Business Fax:

Social Security #:

Federal I.D. #:

Oregon Tax I.D. #:

2. Job to Be Performed. Consultant shall provide XX.

3. Scope of Work. The Consultant shall provide consulting services as particularly

described in the Scope of Work (“Work”) identified in Exhibit XX and incorporated herein by reference.

4. Work Performed. The Work comprises services generally performed by

Consultant in its usual line of business as well as any other Work specifically identified. In providing the services under this Agreement, Consultant agrees to meet the standards prevalent in the industry.

5. General. WILLAMALANE has need for the services of an independent consultant with the particular training, ability, knowledge, expertise and experience possessed by the Consultant. The Consultant shall furnish all qualified personnel, facilities, materials, equipment, supplies, and other services necessary to perform the Work. The Consultant’s project team is identified in Consultant’s Proposal dated June 30, 2015. The Consultant shall not change any of the project team members identified as key members without

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Willamalane’s prior written consent, with the exception of an unforeseen circumstance such as death, termination of employment or retirement. Furthermore, the Consultant shall provide timely written notice, defined for this purpose as not less than three (3) business days, to Willamalane of any other changes to the project team during the project.

6. Schedule. The project schedule is attached to this Agreement as Exhibit XX.

The Consultant shall not begin the Work until Willamalane issues a Notice to Proceed to Consultant. The Consultant shall promptly notify Willamalane of any milestone dates that Consultant reasonably anticipates may not be met to allow both parties the ability to consider implementing methods to meet the schedule outlined in Exhibit B. Willamalane may, at any time and in its sole discretion, deliver to Consultant a temporary order to stop Work. Upon receipt of such stop Work order, Consultant shall, at no additional cost to Willamalane, stop Work on the project until further directed by Willamalane to proceed.

7. Compensation. Subject to the terms and conditions of this Agreement, Willamalane shall pay Consultant the fees set forth in Exhibit XX for the Work defined in Exhibit A up to the Not-to-Exceed (NTE) amount of $ . The NTE amount may be exceeded only upon prior written increase in scope of Work, accompanied by written authorization for an increase in fee from Willamalane Project Manager or his or her authorized designee. If there is no change in scope of Work, the Consultant shall complete all identified scope of Work within the NTE amount ($ ). Current known additional or optional tasks are listed in Exhibit XX. Consultant shall make applications for progress payments as described in Exhibit C, complete with necessary billing documentation. Within thirty (30) calendar days after the date Willamalane receives and approves Consultant’s billing, Willamalane shall make progress payments to Consultant for the Work in an amount due for services rendered for which the billing is submitted.

If Willamalane requests clarification of any billing within thirty (30) calendar days after its receipt, payment is then due within thirty (30) calendar days after clarification has been provided by the Consultant to the Willamalane’s reasonable satisfaction.

Progress payment requests proposed by the Consultant are subject to Willamalane evaluation and approval based on deliverables related to specific tasks, subtasks, and the Work completed. Notwithstanding the above, Willamalane, in its sole discretion, may adjust the final scope of Work to remove items from the scope of Work so that the project can be completed on time and within the allocated budget.

8. Additional Work. In the event Willamalane determines the scope of Work must

be modified during the project, the parties shall engage in good faith negotiations in order to agree on a supplemental scope of Work and this Agreement will be amended according to Section 27. The Consultant agrees to provide all such

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additional services at the rates identified in Exhibit C for the duration of this Agreement.

9. Status. While performing the Work, Consultant is at all times acting and

performing as an Independent Consultant and not as an employee, officer or agent of Willamalane, as those terms are used or defined in ORS 30.260 and 30.265. No agent, employee, officer or servant of Consultant is an employee, agent, officer or servant of Willamalane. Willamalane is interested only in the results obtained under this Agreement; the manner and means of conducting the Work are under the sole control of Consultant. However, the Work must meet the approval of Willamalane and is subject to Willamalane’s general right of inspection and supervision to secure satisfactory performance of the Work.

10. Notice To Consultant Regarding Its Tax Duties And Liabilities. Neither

federal, nor state, nor local income tax nor payroll tax of any kind will be withheld or paid by Willamalane on behalf of Consultant or the employees of Consultant. Consultant understands that it is responsible to pay, according to law, all of Consultant’s taxes regardless of type. If Consultant is not a corporation, Consultant further understands that it may be liable for self-employment (Social Security) tax, to be paid by Consultant according to law.

11. Reimbursement of Expenses. Willamalane is not liable to Consultant for any

expenses paid or incurred by Consultant unless otherwise agreed in writing. 12. Equipment, Tools, Materials or Supplies. Consultant shall supply necessary

materials, equipment, tools and supplies to accomplish the Work. 13. No Authority to Bind Willamalane. Consultant has no authority to enter into

contracts on behalf of Willamalane, its officers, agents and/or employees. This Agreement does not create a partnership or any other relationship other than a contractual owner and consultant relationship between the parties.

14. Federal Employment Status. In the event payment made pursuant to this

Agreement is to be charged against federal funds, Consultant certifies that it is not currently barred from working on federally funded projects nor is it employed by the federal government. Furthermore, the amount charged does not exceed Consultant’s normal charge for the type of services provided.

15. Indemnification, Defense and Hold Harmless. To the maximum extent

permitted by law, Consultant shall indemnify, defend, and hold harmless Willamalane, its agents, servants and employees from and against all loss, expense, claims, demands or liability whatsoever (including attorney fees and costs at arbitration, trial and/or appeal) for bodily injury or death to any person, or injury to property arising out of the negligent performance of this Agreement. Willamalane agrees to promptly notify Consultant in writing of any such claim or demand to indemnify, defend and/or hold harmless and agrees to cooperate with Consultant in a reasonable manner to facilitate the defense of such claim.

16. Dispute Resolution. Consultant shall refer questions regarding the meaning and intent of this Agreement, and any exhibits thereto, in writing to the Project

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Manager for the Project Manager’s decision. The Project Manager shall respond to the Consultant in writing with its decision. If the Consultant disagrees with the Project Manager’s decision, Consultant may appeal the decision to Willamalane. Any related Work performed by the Consultant prior to the Project Manager’s decision is done at Consultant’s risk unless authorized by the Project Manager. The Project Manager will not consider direct questions from subConsultants, suppliers, manufacturers, or others not a party to this Contract. In the event the Consultant disagrees with any such decision of the Project Manager, the Consultant may, within ten (10) days of the date of such decision, appeal the decision to Willamalane for review. The appeal must be in writing and must set forth the question referred to the Project Manager, the Project Manager’s decision and the Consultant’s basis for disagreement. Consultant shall deliver a copy of the appeal to the Project Manager at the time it is filed with Willamalane. Willamalane shall make all reasonable efforts to review the appeal and deliver its decision in writing to the Consultant within thirty (30) days from the date of receipt of the appeal. Failure of the Consultant to appeal the decision of the Project Manager within said 10-day period constitutes a waiver of the Consultant’s right to thereafter assert any claim resulting from such decision. This procedure is not meant to preclude or discourage informal resolution of disagreements between the Project Manager and the Consultant. In the event Willamalane elects to do so, Willamalane may establish a “Claims Review Board” either to assist in reviewing appeals hereunder or to consider Consultant appeals directly. Once established, this Review Board will hear all future appeals of claims for this Contract.

During the pendency of any appeal, any related Work performed by the Consultant shall be done at its risk unless authorized by the Project Manager. Except as otherwise provided in this Agreement, any controversy, claim, or dispute arising out of or relating to the Agreement, or the breach thereof, must be resolved by arbitration in accordance with the Oregon Uniform Arbitration Act and the terms herein. Where a conflict exists between the terms herein and the Oregon Uniform Arbitration Act, the terms herein supersede to the extent allowed by law. A decision by two of the three arbitrators shall be final and binding, and judgment may be entered thereon. The Consultant shall not delay the Work because arbitration or other legal proceedings are pending, unless they have written permission from the Project Manager to do so. Such delay is limited to the time required by the arbitrators or court to determine whether the Work will continue or be suspended pending decision on the dispute by the arbitrators or court. Any request for arbitration must be in writing and must be delivered to Willamalane and Project Manager and any adverse party either by personal delivery or by registered mail addressed to the last known address of the parties in dispute. In the event Willamalane or Consultant initiates arbitration, Willamalane shall pay all fees and costs associated with arbitration.

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Each party shall appoint an arbitrator, with the third arbitrator selected by the two party-chosen arbitrators. Once one party has asked for arbitration and appointed an arbitrator, the other party must select an arbitrator within sixty (60) days. In the event the second party fails to appoint an arbitrator within this time, the arbitrator appointed by the first party shall serve as the sole arbitrator. In the event the two party-chosen arbitrators are unable to select a third arbitrator within thirty (30) days after the two party-chosen arbitrators have been selected, the two-party chosen arbitrators shall apply to the then-Presiding Judge of Lane County Circuit Court for selection of a third arbitrator who meets the qualifications set forth in this section. All arbitrators shall be unaffiliated with either party and shall be an active member in good standing with the Oregon State Bar. The prevailing party in such arbitration is entitled to recover fees and costs paid to the arbitrator, if any, and the prevailing party’s reasonable attorney’s fees and costs therein. The parties hereby stipulate and consent that venue for all arbitration or other legal actions arising under the Agreement is in Lane County, Oregon, and that jurisdiction for all legal actions that are brought in or transferred to court is in the Circuit Court of the State of Oregon; except, if a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively in the United States District Court for the District of Oregon located in Eugene, Oregon. THIS ARBITRATION AGREEMENT SUBSTANTIALLY AFFECTS YOUR LEGAL RIGHTS. BY AGREEING TO ARBITRATE, PARTIES GIVE UP THEIR LEGAL RIGHT TO BRING A COURT ACTION AND HAVE A JURY TRIAL.

17. Attorney Fees. In the event an arbitration award confirmed or vacated by a court

is appealed, or in the event the arbitration provision in Section 16 is held by a court to be invalid, does not apply, or is waived by the parties, and a legal action relating to the Agreement, or the breach thereof, is brought by either party, the prevailing party shall be entitled to recover from the other party reasonable attorney’s fees and costs therein and in any appeal therefrom.

18. Insurance. The CONSULTANT shall obtain, and maintain continuously for the term of this contract, at its own expense

a. Workers’ Compensation Insurance. Workers compensation insurance

in compliance with ORS 656.017. All employers, including the Consultant, that employ subject workers who work under this Contract in the State of Oregon shall comply with ORS 656.017 and provide the required Workers' Compensation coverage, unless such employees are exempt under ORS 656.127. The Consultant shall ensure that each of its subConsultants complies with these requirements. Contact Willamalane Risk Management at 541-736-4544 if exempt.

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b. Commercial General Liability Insurance. Commercial General Liabi l i ty/Professional Liability/Errors & Omissions. Consultant and all of its subConsultants shall at all times carry a General Liability/Professional Liability/Errors and Omissions type insurance policy with limits of not less than $2,000,000 each occurrence (or each claim if coverage is afforded on a claims made basis) and $4,000,000 in the annual aggregate. If this policy is a "claims made" type policy, the policy type and company shall be approved by Willamalane prior to commencement of the Work.

c. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days written notice from the Consultant or its insurer(s) to Willamalane. This notice provision shall be by endorsement physically attached to the certificate of insurance.

d. Additional Insured. For general liability insurance, Willamalane and its agents, officers, and employees will be Additional Insureds, but only with respect to the Consultant's services provided under this contract. This coverage shall be by endorsement physically attached to the certificate of insurance

e. Professional Liability/Errors and Omissions Insurance. The

Consultant shall carry Professional Liability insurance with limits not less than $2,000,000 and provide Willamalane with evidence of such coverage.

f. Certificates of Insurance. Consultant shall furnish insurance certificates acceptable to Willamalane prior to commencing the Work. The certificate will include the deductible or retention level and required endorsements. Insuring companies or entities are subject to Willamalane approval. If requested, copies of insurance policies shall be provided to Willamalane. Consultant shall be responsible for all deductibles, self-insured retention's, and/or self-insurance

g. Extended Reporting Coverage (“Tail Coverage”). Tail coverage extends the time for filing claims under a “claims made” policy beyond the term of the policy for wrongful acts that occurred within the term of the “claims made” policy. “Claims made” policy means that any claim under the policy must be reported during the policy period.

For Professional Liability/Errors & Omissions Insurance written on a “claims made” basis and for any other required liability insurance provided on a “claims made” basis, Consultant shall provide “tail” coverage at the completion of the Agreement for a duration of thirty-six (36) months or continuous “claims made” liability coverage provided for thirty-six (36) months following the Agreement completion. Continuous “claims made” coverage will be acceptable in lieu of “tail” coverage provided the

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retroactive date of the coverage is on or before the effective date of this Agreement.

h. Maximum Deductible/Self-Retention. Any deductible or self-retention

must be disclosed on the certificate of insurance and no deductible or retention may exceed $25,000 without the prior written consent of Willamalane.

i. Insurance Certificates. Consultant and all sub Consultants shall deliver to Willamalane, prior to the commencement of the Work, a certificate of insurance or the actual insurance policy/policies evidencing all policies required by this Agreement. Either the certificates of insurance or the policies shall contain the promise of the insurer to give Willamalane written notice at least thirty (30) calendar days prior to the effective date of any lapse, cancellation, non-renewal or material reduction in any of the required coverages. In the event the insurer cannot or will not provide such written notice to Willamalane, Consultant has an affirmative duty to provide the notice of lapse, cancellation, and non-renewal or material reduction to Willamalane within 24 hours of the Consultant receiving such notice itself. Willamalane has the right to reject any certificate and/or policy if Willamalane in its sole discretion determines that either the coverage or the insurance company is unacceptable. Evidence of continuous coverage is required, including renewal certificates for any policies that renew during the project.

j. Sub Consultant Insurance. The Consultant shall require that all of its

sub Consultants of any tier provide insurance coverage and limits identical to the insurance required of the Consultant under the Agreement, unless this requirement is expressly waived in writing by Willamalane. The sufficiency of sub Consultant insurance and coverage limits is subject to Willamalane’s approval and must be shown by appropriate insurance certificates in a form acceptable to Willamalane.

k. Primary Coverage. All insurance carried by the Consultant or a sub

Consultant required by this Agreement must be primary to and non-contributory with any insurance carried by the Willamalane or self-insurance of -Willamalane. Any insurance held by the Willamalane is excess and solely for damages or losses for which Willamalane is responsible.

l. Consultant. will at all times carry their own Automobile Liability Insurance for bodily injury and property damage

19. Termination.

a. The performance of the Work may be terminated by Willamalane, in whole or in part, whenever and for any reason Willamalane determines that such termination is in the best interest of Willamalane. Any such termination is effective upon delivery to the Consultant of a Notice of

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Termination specifying the extent to which performance of the Work is terminated and the date on which such termination becomes effective.

b. Upon delivery to the Consultant of a Notice of Termination under this

Section, the Consultant and Willamalane shall attempt to negotiate an appropriate written modification to the Agreement governing Consultant’s completion of the portion of the Work designated by Willamalane and payment therefore by Willamalane. If the parties cannot reach agreement within twenty (20) calendar days, Willamalane’s liability to Consultant will not exceed the amount that would be due on a progress billing for uncompensated Work performed prior to the designated termination date.

20. Assignment/Subcontract. Consultant shall not assign, sell, transfer,

subcontract or sublet rights, or delegate responsibilities under this Agreement, in whole or in part, without the prior written approval of Willamalane. No such written approval relieves Consultant of any obligations under this Agreement, and any transferee or sub-consultant is considered the agent of Consultant. Consultant remains liable as between the original parties to the Agreement as if no such assignment had occurred.

21. Successors In Interest. The provisions of this Agreement are binding upon and

inure to the benefit of the parties to the Agreement and their respective successors and assigns.

22. Compliance With All Government Regulations. Consultant shall comply with

all federal, state and local laws, codes, regulations and ordinances applicable to the Work. Failure to comply with such requirements constitutes a breach of this Agreement and is grounds for termination of this Agreement. Damages or costs resulting from noncompliance are the sole responsibility of Consultant and its subConsultants.

23. Force Majeure. Neither party to this Agreement is responsible for delay or

default caused by fire, riot, acts of God and/or war that is beyond that party’s reasonable control. Willamalane may terminate this Agreement upon written notice after determining such delay or default will reasonably prevent successful performance of the Agreement.

24. Severability. If any 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 provision are not affected; and the rights and obligations of the parties are construed and enforced as if the Agreement did not contain the particular provision held to be invalid.

25. Access to Records. Consultant shall permit Willamalane and its duly

authorized representatives access to books, documents, papers and records of Consultant that are related to this Agreement for the purpose of making audits, examinations, excerpts and transcripts. Consultant shall maintain the records and make them available to Willamalane until a date that is not less than seven (7) years after the date of the last payment made by Willamalane under this Agreement.

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26. Waiver. Failure of Willamalane to enforce any provision of this Agreement does

not constitute a waiver or relinquishment by Willamalane of the right to such performance in the future nor of the right to enforce any other provision of this Agreement.

27. Amendments. The terms of this Agreement may not be waived, altered,

modified, supplemented or amended in any manner whatsoever, except upon written amendment approved by Willamalane.

28. Nondiscrimination. Consultant shall comply with all applicable requirements of

federal, state and local civil rights and rehabilitation statutes, rules and regulations.

29. Dual Payment. Consultant is not entitled to compensation for Work performed

under this Agreement from any party other than Willamalane. 30. Remedies. The rights and remedies provided in Section 19 (Termination) are not

exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement. Termination of this Agreement pursuant to Section 19 is without prejudice to any obligations or liabilities of either party already accrued prior to such termination.

31. Conditions Concerning Working Conditions and Payment.

a. Consultant must give notice in writing to employees who work on a public contract either at the time of hire or before commencement of Work on the contract, 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.

b. No person, unless exempted by ORS 656.126, may be employed under

this Agreement for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it, and in such cases Consultant shall pay the laborer at least time and a half pay for all overtime in excess of eight hours in any one day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; or for all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and for Work performed on Saturday and on any legal holiday specified in ORS 279B.020 and/or 279C.540.

c. Consultant must comply with ORS 656.017 or be exempt under ORS

656.126.

d. As required by Oregon law, Consultant shall: i. Make payment promptly, as due, to all persons supplying

Consultant with labor or material for the prosecution of the Work.

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ii. Pay all contributions or amounts due the Industrial Accident Fund from Consultant incurred in the performance of the Work.

iii. Not permit any lien or claim to be filed or prosecuted against

Willamalane on account of any labor, equipment, supplies and/or material furnished. In the event a lien is filed, then Consultant shall remove the lien within five (5) business

days either by sufficient payment to the lien claimant or by “bonding off” the lien.

iv. Pay to the Department of Revenue all sums withheld from

employees pursuant to ORS 316.167.

v. Promptly, as due, make payment to any person, co-partnership, 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 such services and all monies and sums that Consultant collected or deducted from the wages of employees pursuant to law, contract or agreement for the purpose of providing or paying for such service.

e. If Consultant fails, neglects or refuses to make prompt payment of any

claim for labor or services furnished to Consultant by any person in connection with this Agreement as such claim becomes due, the proper officer or officers representing Willamalane 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 to Consultant by reason of this Agreement.

32. Governing Law. The laws of the State of Oregon (without giving effect to its

conflicts of law principles) govern all matters arising out of or relating to this Agreement.

33. Notice. Whenever it is necessary to give notice to a party under this Agreement,

including submittal of invoices, payments, and deliverables, the notice is effective when the party either (a) delivers the notice personally, (b) sends it by facsimile transmission (including email or other project-adopted means of electronic communication), or (c) sends it via U.S. Mail or parcel delivery service, shipping prepaid, and addressed to the other at:

Consultant:

Willamalane:

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34. Survival. Sections 15-18, 24, 25, 32, and this Section 34 survive termination of

this Agreement.

35. Entire Agreement. This Agreement signed by both parties along with all Exhibits incorporated herein is the parties’ final and entire agreement and supersedes all prior and contemporaneous oral or written communications between the parties, their agents and representatives. There are no representations, promises, terms, conditions or obligations other than those contained herein.

IN WITNESS WHEREOF, we, the parties hereto, each herewith subscribe the same on the dates set forth below. Willamalane: CONSULTANT: WILLAMALANE PARK AND _______________________________ RECREATION DISTRICT _______________________________ By: ___________________________ By: ____________________________ Vincent Martorello, Superintendent Date: __________________________ Title: __________________________ Date: ______________________