REQUEST FOR PROPOSAL (RFP) #2020-001434

ATHLETIC FACILITY DEVELOPMENT PROGRAM
CONSULTANT SERVICES
ISSUE DATE: 10/15/2019
RFP DUE DATE/TIME: 11/5/2019 at 2:00 PM
Pacific Time
*Office is closed Noon to 1:00 PM Daily

QUESTION DEADLINE: 10/29/2019 at 5:00 PM
Pacific Time. All questions should be sent to
constructioncontracts@oregonstate.edu
Please include RFP Number/Name in the subject
line.

PROJECT NUMBER: 1994-20

CONTRACT ADMINISTRATOR:
Matt Hausman, Construction Contract Officer
Construction Contract Administration
Oregon State University
644 SW 13th Street
Corvallis, OR 97333
Phone: (541) 737-3401
FAX: (541) 737-5546
Email: constructioncontracts@oregonstate.edu

AWARD DECISION APPEALS:
Hanna Emerson, Construction Contracts Manager
Construction Contract Administration
Oregon State University
644 SW 13th Street
Corvallis, OR 97333
Phone: (541) 737-7342
FAX: (541) 737-5546
Email: hanna.emerson@oregonstate.edu

It is the Proposers responsibility to continue to monitor the OSU Business and Bid Opportunities website for
Addenda. Failure to acknowledge any Addenda in the Transmittal Letter may cause your proposal to be
considered non-responsive.
OSU standards and policies govern this solicitation (Procurement Thresholds and Methods, Procurement
Solicitations and Contracts) unless otherwise referenced or stated.

 1.0 INTRODUCTION
Oregon State University (“OSU” and “Owner”) is conducting a competitive ONE OR TWO-STEP process to
retain ONE (1) consultant to provide Athletic Facility Development Program Consultant Services.
Oregon State University is seeking proposals from a facility development program specialist for
programming and project development oversight for the renovation, expansion and new construction of
the west side of Reser Stadium. The consulting firm is free to sub-contract as necessary to ensure a
complete team.
Scope of services will include the following phases: Programming, Schematic Design and Design
Development. Additionally, some support, in the form of graphic exhibits and text, may be required for
associated public outreach and presentations to various administrative groups.
OSU will be accepting sealed proposals at Construction Contracts Administration, Oregon State University,
644 SW 13th Street, Corvallis, Oregon, until 2:00 PM Pacific Time, 11/5/2019 for the project.
*There will be no Pre-Proposal Conference. Therefore, all questions shall be submitted via e-mail to
ConstructionContracts@oregonstate.edu prior to the Question Deadline of 10/29/2019 at 5:00 PM Pacific
Time.
2.0
BACKGROUND
Founded in 1868 as Oregon’s land grant institution, OSU serves the state, the nation and the world as a
premier 21st-century research university. OSU is committed to exceptional research, discovery, innovation
and engagement — and to integrating its research and engagement mission with the delivery of a highquality, globally relevant and affordable education for the people of Oregon and beyond. OSU is one of only
two land, sea, space and sun grant universities in the U.S. and is the only university in Oregon to have earned
both Carnegie Classifications for Very High Research Activity and Community Engagement.
OSU is one of seven public universities in Oregon. Since 2014, OSU has been served by an independent
institutional Board of Trustees, appointed by the governor. The Board of Trustees of Oregon State
University governs Oregon’s only university with a statewide presence and helps guide OSU’s mission to
serve the state and the needs of its citizens in a growing global economy. The university has been
continuously accredited since 1924 and is currently accredited by the Northwest Commission on Colleges
and Universities. Many of the university’s degree programs are also approved by other specialized
accrediting associations.
OSU welcomes an increasingly diverse student body of more than 32,000 students, including over 5,000
graduate students, from across Oregon, all 50 states and more than 100 countries. The university continues
to serve its land grant mission, with Oregon residents making up over 71 percent of degree-seeking
undergraduates on the Corvallis campus and 57.4 percent overall. Domestically underrepresented students
make up more than 25 percent of OSU’s overall enrollment, and international students represent 11
percent of total enrollment.
Students can choose from more than 200 undergraduate and 100 graduate degree programs, including
more than 50 degree and certificate programs offered online. OSU has a national and international
reputation for its programs in creative writing, public policy, forestry, oceanography, mycology, marine
biology, agriculture, robotics and natural resources. Programs are offered through 11 colleges, the
Graduate School and the Honors College, one of only a handful of degree-granting honors programs in the
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 U.S. OSU maintains a rigorous focus on academic excellence, particularly in three signature areas: the
science of sustainable Earth ecosystems, health and wellness, and economic prosperity and social progress.
The university’s 570-acre main campus is located in the city of Corvallis, a vibrant college town of nearly
58,000 in the heart of Western Oregon’s Willamette Valley. Corvallis consistently ranks among the safest,
most highly educated and greenest small cities in the nation.
3.0
PROJECT DESCRIPTION
With the east side renovation in 2005, followed ten years later by the Valley Football Center, Reser Stadium
offers first-rate amenities in half of the stadium. Oregon State University intends to complete the Reser
Stadium experience by replacing an aging structure on the west side with safe and accessible seating, stateof-the-art fan experiences and tenant improvement spaces providing year-round use of the facility.
Key components of the Project include the following:
1. Replace aging and non-accessible west side bowl seating.
2. Structural analysis suggests new construction to be more cost effective to structural retrofit.
3. Improved fan experience for all stadium attendees, including continuous main concourse
circulation.
4. Improve and increase concessions and restroom facilities.
5. Repurpose underutilized east side club seating, while creating more loge boxes to meet fan
expectations.
6. Addition of new premium spaces and founder’s suites.
7. Reduction in seating capacity.
8. New press box.
9. Visitor’s locker room.
10. Improved scoreboard.
11. Programmed space for a potential public private partnership with year round usage.
Guiding Principles of the Project include:
1.
2.
3.
4.
5.

Complete the stadium, enhance fan experience and bolster the recruiting atmosphere.
Integrate a vibrant, engaging year-round program on the west side.
Create easy, continuous main concourse circulation.
Re-purpose undersold east side club seats and create more loge boxes.
Allow for 365 day use in the form of a public private partnership.

Work will commence upon selection of the consultant. Selection of the design team and contractor will
follow soon after in order for schematic design to begin following immediately after programming. OSU
desires to construct the entire scope of work at one time, with a target opening date to allow for the
opening game of the Fall 2023 season to be played in Reser Stadium. An initial program, design and
construction schedule is provided below:

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 Activity/Phase
Programming
Schematic Design
Design
Development
Construction
Documentation
Permitting/Bid

Start Date
Nov 2019
May 2020

End Date
April 2020
Oct 2020

Nov 2020

April 2021

May 2021
Nov 2021

Construction

Dec 2021

Oct 2021
Dec 2021
July 2023/
Dec 2023*

*Areas of the stadium not required to directly support football may be completed after the
start of the ’23 season.
The projected total project cost is approximately $175M with a direct construction budget of approximately
$122M [established fall 2019.]
4.0
SELECTION AND AWARD SCHEDULE
The proposals for this RFP will be evaluated/scored by a qualified committee which may include other nonscoring members who serve as advisors but do not score qualifications statements or interviews.
If applicable, interviews of short-listed finalists will occur following the receipt, review and scoring of the
responses. In addition, further investigation of references may occur following the committee scoring in a
one-step selection process or interviews of the short listed finalists in two-step selection process.
10/15/2019

Issue RFP

10/29/2019

Question and Request for Clarification or
Change Deadline

11/1/2019

Issuance of Final Addenda (if necessary)

11/5/2019

Submittal Due Date/Time

Week of November 18, 2019

Estimated Notice of Intent to Award (One-Step) or
Notification of Interviewees (Two-Step)

Week of December 2, 2019

Optional Interviews (if necessary)

Week of December 2, 2019

Estimated Notice of Intent to Award (Two-Step)

December 6, 2019

Estimated Contract execution (One-Step)

December 13, 2019

Estimated Contract execution (Two-Step)

OSU will make every effort to adhere to the above schedule. It is however, subject to change.
5.0
INSTRUCTIONS TO OFFERORS
Your proposal must be contained in a document not to exceed twenty-five (25) pages (double sided preferred
on hard copy) including pictures, charts, graphs, tables and text you deem appropriate to be part of OSU’s
review of your proposal. Resumes of key individuals proposed to be involved in this Project are exempted from
the twenty-five (25) page limit and must be appended to the end of your proposal. No supplemental
information to the twenty-five (25) page limit will be allowed. Appended resumes of the proposed key
Page 4 of 9

 individuals, along with a Transmittal letter, table of contents, front and back covers, references and blank
section dividers will not be counted in the twenty-five (25) page limit.
Your proposal must follow the format outlined below and include a Transmittal/Cover Letter signed by an
officer of your firm with the authority to commit the firm. Make sure to include contact information including
email for communication purposes and acknowledge your receipt of all solicitation addenda.
The proposal must be submitted in a soft-bound (no three-ring binders) format with page size of 8 ½ x 11 inches.
No fold-outs other than one fold out Project schedule and one site logistics plan (not to exceed 11 x 17 inches
each) may be included. The basic text information should be presented in standard business font size, and
reasonable (no less than one-inch) margins.
OSU may reject any proposal not in compliance with all applicable OSU solicitation procedures and
requirements, and may cancel this solicitation or reject for good cause, all proposals upon a finding by OSU that
it is in the public interest to do so.
Note that throughout this procurement, OSU will not accept proposals that require OSU to pay the cost of
production or delivery.
OSU is an AA/EEO employer.
Telephone, facsimile, or electronically transmitted submittals will not be accepted. Proposals received after the
closing date and time will not be considered.
6.0 PROPOSAL EVALUATION
The written response to this RFP is the first step in a potential two-step process in the selection of a Consultant
for this Project. The proposals received in response to this RFP will be evaluated by the selection committee
with the top scoring firms being invited to participate in on-site interviews should the committee determine
they are necessary.
Interviews will include a THIRTY (30) minute presentation period, immediately followed by a separate TWENTY
(20) minute Q&A session.
After all of the interviews are completed, the members of the selection committee will discuss the strengths
and weaknesses of the interviewed finalists. The members of the selection committee will then score the
interviewed finalists based on all information received, presented and heard during the interviews. Final scoring
will be based on finalist’s response to questions during the interview stage, and through that response, how
well each firm can meet the Project and University needs. The firm that has the highest overall interview score
will be deemed the Apparent Successful Proposer and enter into negotiations for a contract.
If applicable, final scoring of the Interviews will be separate and not cumulative from the short-listing.
7.0
EVALUATION CRITERIA
The following questions constitute the evaluation criteria for the selection committee to score proposals.
Respond to each criterion in numerical order. For ease in scoring, provide tabs keyed to each of the following
criteria numbers. Indicate in writing the following information about your firm’s ability and desire to perform
this work.
Page 5 of 9

 7.1 Qualifications and Experience of the Firm (30 Points)

7.2

•

Provide a brief description of your firm and the focus of the practice. List the projects your
firm is currently contracted for and at what stage the projects are in terms of completion.
Also include your firm’s total dollar volume for each of the last five years.

•

Describe your firm’s experience with program development for major higher education
athletic facilities, the oversight of design and construction of higher education and other
athletic/performance venues, meeting program needs, corporate, civil project aspirations of
similar size and budget as defined in this RFP.

•

Describe your firm’s experience with quality assurance and control review as project
oversight. Provide specific examples. Include information about the processes you have
used for review and analysis to have the facilities move to successful bid and construction.

•

Describe your firm’s experience understanding, accommodating and prioritizing needs and
requirements of students, staff and visitors with disabilities

Qualifications and Experience of the Team (25 Points)
•

7.3

Identify key personnel, including project lead and program experts along with those of subconsultants proposed, to be assigned to this project. Include proposed key personnel’s project
experience, with specific examples and identify their roles in the projects. Indicate current
availability, proposed percentage of project involvement per project phase and indicate
whether the proposed team has worked together on previous projects. Highlight the
individuals who participated in the project examples.

Project Approach (20 Points)

•

Describe your philosophy and practiced approach to program development that will result
in the best experience for Oregon State fans.

•

Describe the specific challenges you anticipate for this project based on past project
experiences and “lessons learned” from previous projects that you will incorporate to keep
the project moving forward.

•

OSU must work successfully around football schedules for the 2021, 2022 and 2023
seasons. Describe how you see a path to success for this project to be delivered on time
and on budget.

•

OSU anticipates (and welcomes) public review and scrutiny as the design moves forward.
Describe how you would incorporate a review process into the design without adding to the
overall project completion schedule.

7.4

Cost (15 Points)
• Provide a FEE PROPOSAL for Program Consultant Services for the period from contract
execution through Schematic Design services utilizing the time frames provided in the initial
project schedule included in SECTION 3.0 on a time and materials cost reimbursement basis
up to a maximum not-to-exceed amount.
Page 6 of 9

 Please include a breakdown of the costs including a listing of the types of personnel
participating in the work, an estimate of their hours and rates charged for their services.
Scoring will be based solely on the total maximum not-to-exceed amount.
This Fee Proposal will become the initial contract amount for the awardee with additional
services being added via amendment if/when applicable.
NOTE: Formula for scoring Fee Points will be as follows: Lowest Fee for each of the price related items
will receive full points with higher cost price related items receiving proportionally lower points
according to this formula: (Low Fee or Fee%/ Fee or Fee%) x Points Available
7.5 Workforce Diversity Plan (10 Points)
• Provide a description and identification of Minority Business Enterprise (MBE), Women
Business Enterprise (WBE) or Emerging Small Business (ESB) certifications for your firm and
a description of your nondiscrimination practices. Provide historical information on MBE,
WBE or ESB Joint Ventures, subcontracting or mentoring plan, and utilization history for
projects completed by your firm within the past three (3) years. Provide a narrative
description of your current workforce diversity program/plan, and the plan for obtaining
subcontracting, consulting, and supplier diversity for this Project. Include a description of
the outreach program or plan, including a schedule of events and specific steps that will be
taken to maximize broad based and inclusive participation and the plan to provide
mentoring, technical or other business development services to subcontractors needing or
requesting such services.
The selected firm will provide the services with respect to diversity according to the means
and methods described in the workforce plan described in the response, unless changes are
requested and approved in writing in advance by OSU or are required by applicable laws,
ordinances, codes, regulations, rules or standards.
8.0

OPTIONAL INTERVIEWS AND OPTIONAL REFERENCE CHECKS (60 POINTS)
INTERVIEWS (50 POINTS)
• Interviews may be conducted to aid in determining the Apparent Successful Proposer.
Information regarding the Interviews will be provided to the short-listed firms following the
initial review and scoring. If applicable, final scoring of the Interviews will be separate and
not cumulative from the short-listing.
REFERENCE CHECKS (10 POINTS)
• In addition to responding to the evaluation criteria above, provide the names, addresses and
phone numbers of three (3) references. Do not include references from any firms or
individuals included in your consulting team for this proposal or any OSU personnel. OSU may
check with these references and with other references associated with past work of your
firm.

Page 7 of 9

 Please provide the following information:
Point of Contact:
Person who will be able to answer any customer satisfaction
questions.
Phone Number:
Phone number of the contact the University will be interviewing.
User Name:
Name of Company / Institution that retained the Consultant.
Project Name:
Name of the project.
Date Completed:
Date when the work was completed.
Address:
Street, city and state where the work took place.
Size:
Size of project in dollars.
Duration:
Duration of the project / construction in months.
Type:
Type of the project (i.e.: School, Offices, Warehouse, etc.).
OSU may check with these references or other references associated with past work of your firm.
9.0
FINANCIAL RESPONSIBILITY
OSU reserves the right to investigate and evaluate, at any time prior to award and execution of the contract,
the submitting firms financial responsibility to perform the anticipated contract. Submission of a proposal will
constitute approval for OSU to obtain any credit report information OSU deems necessary to conduct the
evaluation. OSU will notify the firms, in writing, of any other documentation required, which may include, but
need not be limited to: recent profit-and-loss history; current balance statements; assets-to-liabilities ratio,
including number and amount of secured versus unsecured creditor claims; availability of short and long-term
financing; bonding capacity and credit information. Failure to promptly provide this information may result in
rejection of the submission.
OSU may postpone the award or execution of a contract or selection of finalists in order to complete its
investigation and evaluation. Failure of a firm to demonstrate financial responsibility may render it nonresponsible and constitute grounds for rejection.
10.0 SUBMISSION
Submit ONE (1) copy of your written proposal, along with an electronic version on a thumb drive, to be received
by the Due Date/Time listed in this document to:
Matt Hausman
Construction Contract Administration
Oregon State University
644 SW 13th Street
Corvallis, OR 97333
Telephone, facsimile, or electronically transmitted submittals WILL NOT be accepted.
The electronic copy must be sized appropriately for transfer (under 8 mb).
Proposals received after the closing date and time WILL NOT be considered.
11.0 REQUEST FOR CLARIFICATION OR CHANGE
All requests for clarification and/or change regarding any information in this RFP must be addressed either in
writing or email to Hanna Emerson at the address or email listed in this document no later than 5:00 PM Pacific
Time on 10/29/2019. If you are unclear about any information contained in this document or its exhibits
(Project, scope, format, agreement terms, etc.), you are urged to submit those requests for formal clarification.
Page 8 of 9

 12.0 UNIVERSITY SOLICITATION PROCESS OR ACTION APPEALS
Proposers may submit a written appeal of a University solicitation process or action in accordance with OSU
Standard 03-015 (Procurement Thresholds and Methods, Procurement Solicitations and Contracts).
13.0 CHANGE OR MODIFICATION
Any change or modification to the specifications or the procurement process will be in the form of an addendum
to the RFP and will be made available to all firms by publication on the OSU Business and Bid Opportunities
web site. It is the responsibility of each firm to visit the website and download any addenda. No information
received in any manner different than as described herein shall serve to change the RFP in any way, regardless
of the source of the information.
14.0 PROPRIETARY INFORMATION
OSU will retain this RFP and one copy of each original proposal received, together with copies of all 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 OSU has announced its intent to award a contract. If a proposal contains any
information that is considered a trade secret under ORS 192.345(2), you must mark each trade secret with the
following legend: “This data constitutes a trade secret under ORS 192.345(2), and shall not be disclosed
except in accordance with the Oregon Public Records Law, ORS Chapter 192.”
The 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 documents or any portion of a 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.
15.0 PROJECT TERMINATION
OSU is seeking to award a contract to a Consultant; however, OSU reserves the right to terminate the Project
or contract during any phase in the Project.
16.0 CERTIFICATION OF NONDISCRIMINATION
By submission of a proposal, the proposer certifies under penalty of perjury that the proposer has not
discriminated against minority, women, emerging small business or service-disabled veteran owned
business enterprises in obtaining any required subcontracts.
17.0 ENCLOSURES
OSU Sample Consultants Agreement

END OF RFP
Page 9 of 9

 CONSULTANT'S AGREEMENT
PROJECT NAME
OREGON STATE UNIVERSITY

This CONSULTANT’S AGREEMENT (the Agreement) is made between:
the Consultant:

and the Owner:

Oregon State University
Construction Contracts Administration
644 SW 13th Ave.
Corvallis OR 97333

Phone: (541) 737-7342
FAX: (541) 737-5546

(The Consultant and the Owner are referred to collectively as the “Parties” and individually as a
“Party”)
WHEREAS THE OWNER DESIRES to have the assistance of the Consultant to provide
_________________ Services for the Project identified as ___________________________for Oregon
State University at Corvallis, Oregon (the "Project"); and
WHEREAS, the Consultant, with the aid of certain consultants (the “Consultants”), is willing and able
to perform such professional services in connection with the Project;
NOW, THEREFORE, the Owner and the Consultant, for the considerations hereinafter named, agree
as follows:
I.

RELATIONSHIP BETWEEN THE PARTIES
A. Effective Date. This Agreement is effective on the date it has been signed by every party hereto.
This is known as the Agreement effective date. No services shall be performed or payment made
prior to the Agreement effective date.
B. Defined Terms. In addition to any terms defined elsewhere in the body of this Agreement, certain
terms that are capitalized and/or set forth in bold letters throughout the Agreement are defined as
follows:
“Additional Services” are those Services described in Section III.C of this Agreement.
“Basic Services” are those Services generally described in sub-section C. of Section I of this
Agreement, as well as such additional Basic Services as may be established by amendment.
“Construction Documents” include Owner-approved plans, drawings, specifications and all other
documents necessary to allow complete and accurate construction of the Project.
“Contract Documents” include the Construction Contract, any general conditions and
supplemental general conditions to the Construction Contract, any amendments to the
Construction Contract, the Contractor’s performance and payment bonds, the plans,
specifications, approved shop drawings, all approved change orders, any solicitation documents,
and any response by a successful bidder to any such solicitation documents.
“Design Criteria” means the OSU Construction Standards in effect at the time of the Effective

 {insert project name}
Consultant’s Agreement
Page 2 of 16

Date of this Agreement. Current OSU Construction Standards can be found here:
http://fa.oregonstate.edu/cpd-standards
“Direct Construction Costs” are the costs to the Owner of all divisions of construction,
including portable equipment designed or specified by the Consultant in the construction
specifications.
“Project Completion” means the final completion of all Services described in Section I.C of this
Agreement.
“Reimbursable Expenses” are those expenses described in Section III.B of this Agreement.
“Services” are all those services to be performed by the Consultant under the terms of this
Agreement.
“Work” is defined as the furnishing of all materials, labor, equipment, transportation, services,
and incidentals for the construction of the Project by the contractor (the “Contractor”) that is
eventually awarded the contract to construct the Project (the “Construction Contract”).
C. Services To Be Performed. The Consultant agrees to provide, with the assistance of the Consultants,
the professional services outlined below for this Project.
Such Services include
The Consultant shall perform the Services according to the following schedule:
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
The Consultant agrees that time is of the essence in the performance of this Agreement.
D. Directives for Performance of the Services.
1. The Consultant shall provide all Services for the Project in accordance with the terms and
conditions of this Agreement. The Consultant's performance of Services shall be as a professional
Consultant to the Owner to carry out the activities of Project and to provide the technical
documents and supervision to achieve the Owner's Project objectives.
2. In administering this Agreement, the Owner may employ the services of an independent project
manager, and potentially, other consultants as needed to fulfill the Owner’s objectives.
3. The Consultant shall provide a list of all sub-consultants which the Consultant intends to utilize
on the Project. The list shall include such information on the qualifications of the sub-consultants
as may be requested by the Owner. The Owner reserves the right to review the sub-consultants
proposed, and the Consultant shall not retain a sub-consultant to which the Owner has a
reasonable objection.
4. The Consultant shall provide to the Owner a list of the proposed key Project personnel of the
Consultant and its sub-consultants to be assigned to the Project. This list shall include such

 {insert project name}
Consultant’s Agreement
Page 3 of 16

information on the professional background of each of the assigned personnel as may be
requested by the Owner. In the event that key personnel or sub-consultants become unavailable to
Consultant at anytime, Consultant shall replace the key personnel and sub-consultants with
personnel or sub-consultants having substantially equivalent or better qualifications than the key
personnel or sub-consultant being replaced, as approved by Owner. Likewise, the Consultant
shall remove any individual or sub-consultant from the Project if so directed by Owner in writing
following discussion with the Consultant, provided that Consultant shall have a reasonable time
period within which to find a suitable replacement.
5. Consultant shall make no news release, press release or statement to a member of the news media
regarding this Project without prior written authorization from Owner.
II.

CONSULTANT'S STANDARD OF CARE
A. By execution of this Agreement, the Consultant agrees that:
1. The Consultant is an experienced professional firm having the skill, legal capacity, and
professional ability necessary to perform all the Services required under this Agreement to design
or administer a project having this scope and complexity; and will perform such Services pursuant
to the standard of care set forth in subsections B. through G. of this Section II.
2. The Consultant has the capabilities and resources necessary to perform the obligations of this
Agreement.
3. The Consultant either is, or will in a manner consistent with the standard of care set forth in this
Agreement, become familiar with all current laws, rules, and regulations which are applicable to
the design and construction of the Project, and that all drawings, specifications, and other
documents prepared by the Consultant shall be prepared in accordance with its standard of care in
an effort to accurately reflect and incorporate all such laws, rules, and regulations. All drawings,
specifications, and other documents prepared by Consultant pursuant to this Agreement shall
accurately reflect, incorporate and comply with all current laws, rules, regulations and ordinances
which are applicable to the design and construction of the Project, and shall be complete and
functional for the purposes intended (except as to any deficiencies which are due to causes beyond
the control of Consultant);
B. Consultant represents and warrants to Owner that (1) Consultant has the power and authority to enter
into and perform this Agreement, (2) when executed and delivered, this Agreement shall be a valid
and binding obligation of the Consultant enforceable in accordance with its terms, (3) Consultant
shall, at all times during the term of this Agreement be duly licensed to perform the Services, and if
there is no licensing requirement for the profession or services, be duly qualified and competent, (4)
the Services under this Agreement shall be performed in accordance with the professional skill, care
and standards of other professionals performing similar services under similar conditions;
C. All drawings, specifications, and other documents prepared by Consultant pursuant to this Agreement
shall accurately reflect, incorporate and comply with current laws, rules, regulations and ordinances
which are applicable to the design and construction of the Project, and shall be complete and
functional for the purposes intended (except as to any deficiencies which are due to causes beyond the
control of Consultant);
D. All drawings, specifications, and other documents prepared by the Consultant pursuant to this
Agreement shall accurately reflect existing conditions for the scope of the services to be performed;

 {insert project name}
Consultant’s Agreement
Page 4 of 16

E. The Consultant shall be responsible for any negligent inconsistencies or omissions in the drawings,
specifications, and other documents. While Consultant cannot guarantee that the various documents
required under this Agreement are completely free of all minor human errors and omissions, it shall
be the responsibility of Consultant throughout the period of performance under this Agreement to use
due care and perform with professional competence. Consultant will, at no additional cost to Owner,
correct any and all errors and omissions in the drawings, specifications, and other documents prepared
by Consultant;
F. The Owner's acceptance of documents or authorization to continue to the next phase of design shall
not be deemed as approval of the adequacy of the drawings, documents, plans or specifications. Any
review or acceptance by the Owner will not relieve the Consultant of any responsibility for complying
with the standard of care set forth herein. The Consultant is responsible for all design Services under
this Agreement, and agrees that it will be liable for all its negligent acts, errors, or omissions, if any,
relative to the Services;
G. The representations and warranties set forth in this section are in addition to, and not in lieu of, any
other representations and/or warranties provided.
III.

COMPENSATION

[DRAFTER’S NOTE: This template uses a standardized compensation method that will be appropriate
for many transactions. The compensation method should be revised as needed to meet the unique
requirements of the particular transaction.]
The maximum, not-to-exceed, total amount payable under this Agreement is $___________ (the
“Maximum Compensation”), for the combination of Basic Services and Reimbursable Expenses. The
Maximum Compensation cannot be increased without a fully executed and approved amendment or
supplement to this Agreement. Consultant progress payments shall be made according to the provisions
and schedule set forth in Section V of this Agreement. The Maximum Compensation is more particularly
described as follows:
A.

Basic Services: The Consultant shall perform the Basic Services, directly or through the
Consultants, on a time and materials basis for a Maximum Not-to-Exceed fee of $____________.

B.

Reimbursable Expenses: The Owner shall reimburse the Consultant for any allowable
Reimbursable Expenses, up to a maximum amount of $____________.
Reimbursable expenses for the Project mean actual direct expenditures (without overhead, fee,
markup or profit) made by the Consultant and the Consultants in the interest of the Project for
the following items: long-distance communications; reproductions, postage and handling of
plans, drawings, specifications and other documents (excluding reproductions for the office use
of the Consultant and the Consultants); mileage and travel expenses more particularly described
below; data processing and photographic production techniques; and renderings, models and
mock-ups requested by the Owner. The Reimbursable Expenses will be reimbursed at cost,
except travel expenses. Charges for travel expenses will be reimbursed at cost, but not in excess
of the rate allowed Oregon State University employees. Travel expenses are only reimbursable
when Services are rendered in excess of 25 miles from Consultant's or Consultant's office. As
of the date of this Agreement, these rates are as follows. Charges for travel expenses will be
reimbursed at the lowest of the following:

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(i)
(ii)
(iii)

cost;
the rate allowed Oregon State University employees; or
the following rates:

Air fare (coach class only) and car rental
Personal car mileage
Lodging

At cost
$ 0.58 per mile
$135.00 per night plus tax

Meals: (documentation not required) (reimbursable only when associated with overnight travel)
Breakfast
Lunch
Dinner
Printing, photography, long distance
telephone charges and other
direct expenses

$15
$15
$30
At cost

Requests for reimbursement of allowable expenses, except meals, must include documentation of
actual expenditures.
[DRAFTER’S NOTE: Check current permissible rates for Reimbursable Expenses listed
above, and complete blanks above.]
C.

Additional Services: The Owner will compensate the Consultant for Additional Services
performed by the Consultant, whether directly or through its Consultants, beyond the scope of the
Basic Services described in Section I.C, based on hourly rates for Consultant personnel or
Consultants, plus Reimbursable Expenses, in accordance with the following schedule of charges
for the duration of this Agreement, but only when the Owner has given prior written authorization
and the Parties have executed an amendment or supplement to this Agreement.
CONSULTANT:
Principals........................................................$ ___/hr
Senior Designer ..............................................$
__/hr
Designer .........................................................$__ - __/hr
Urban Designer ..............................................$__ - __/hr
Sr. Project Manager .......................................$__ – __/hr
Project Manager .............................................$__ – __/hr
Production Personnel/Project Consultant ......$__ – __/hr
Senior Interior Designer .................................$
__/hr
Interior Designer ............................................$__ – __/hr
Clerical ...........................................................$
__/hr
CONSULTANTS:
____________________ [DRAFTER’S NOTE: CONSULTANT #1]
____________________................................$__/hr

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____________________................................$__/hr
____________________ [DRAFTER’S NOTE: CONSULTANT #2, #3, ETC.]
____________________................................$__/hr
____________________................................$__/hr
These charges shall also be used to determine amounts owed the Consultant in the event this
Agreement is terminated as provided in Section XVI, D.1. Any amounts so derived may not exceed
the limitations as specified by Section III hereof.
IV.

TIME OF PERFORMANCE
This Agreement shall take effect on the Effective Date and Consultant shall perform its obligations
according to this Agreement, unless terminated or suspended, through final completion of the Project.

V.

FEE PAYMENTS
Monthly progress payments shall be made upon presentation, to the Owner at the following address, of
one copy of the Consultant's invoice, with required documentation, for professional services rendered
and/or direct expenses incurred during the preceding month:
University Financial Services
Oregon State University
3015 SW Western Blvd.
Corvallis, OR 97333
Payment requests shall be submitted in the form and format stipulated by the Owner.
Upon completion of all Work under this Agreement and precedent to Owner’s obligation to make final
payment, Consultant shall certify, in writing, that the Consultant has completed Consultant’s obligations
under the Agreement by indicating “Final Billing” on final invoice to Owner.
Consultant shall deliver to Owner each MWESB Report described in this Section. Timely receipt of
MWESB Reports shall be a condition precedent to Owner’s obligation to pay any progress payments or
final payments otherwise due.
1. Consultant shall submit annual MWESB Reports on June 30 of each year the Agreement is
active (“Annual MWESB Report”). The Annual MWESB Reports shall include the total number of
subcontracts awarded to MWESB enterprises as Sub-Consultants, the dollar value of each, and the
expenditure toward each contract and subcontract during the previous twelve (12) months.
2. Consultant shall submit a final MWESB Report as a condition of final payment (“Final MWESB
Report”). The Final MWESB Report shall include the total number of contracts and subcontracts
awarded to MWESB enterprises as Sub-Consultants and the dollar value of their respective contracts
and subcontracts during the course of the Project

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VI.

CONSULTANT'S RESPONSIBILITIES IN REGARD TO HAZARDOUS MATERIALS
It is envisioned that this project will not involve the removal of and destruction of asbestos, asbestosrelated or other hazardous materials. It is understood and agreed that the Owner will contract separately
for the identification and removal of hazardous materials, either prior to the commencement of this project
or at such time as such hazardous substances are detected. It is understood and agreed that the Consultant
shall not and does not prescribe any safety measure or abatement procedure and is not responsible for any
act or omission relating to the acts of the Owner and/or professional consultant and/or the contractor
and/or subcontractor which the Owner selects relating to the abatement of asbestos, asbestos-related or
other hazardous materials.

VII.

ACCESSIBILITY REQUIREMENTS
The Consultant shall ensure that the project complies with the American with Disabilities Act
Accessibility Guidelines (ADAAG), latest version, and allows for access to programs, activities, and
services in the most integrated setting possible. The Owner will be responsible for review of accessibility
and interpretation of ADAAG for compliance with Federal requirements.

VIII. INSURANCE PROVISIONS
During the term of this Agreement, Consultant shall maintain in full force and at its own expense each
insurance coverage or policy noted below, from insurance companies or entities with an A.M. Best
rating of A- VII or better that are authorized to transact the business of insurance and issue coverage in
the State of Oregon,:
A. Workers' Compensation - All employers, including Consultant, that employ subject workers
who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and
provide the required Oregon workers’ compensation coverage, unless such employers are exempt
under ORS 656.126. Consultant shall ensure that each of its Consultants and subcontractors
complies with these requirements.
B. Commercial General Liability - Consultant shall secure Commercial General Liability insurance
with a limit of not less than $2,000,000 each occurrence and $4,000,000 aggregate for bodily
injury, up to and including death, property damage liability, personal/advertising injury, products
and completed operations coverage and contractual liability coverage for the indemnity provided
under this Agreement. The policy shall include a waiver of subrogation clause and a separation of
insureds clause (cross liability). Consultant shall ensure that each of its sub-consultants and
subcontractors secures and maintains Commercial General Liability insurance with a limit not less
than $1,000,000 each occurrence and $2,000,000 annual aggregate.
C. Automobile Liability - Consultant shall secure Automobile Liability insurance with a combined
single limit of not less than $1,000,000 per accident, for bodily injury and property damage,
including coverage for all owned, hired, or non-owned vehicles, as applicable. This coverage may
be written in combination with the Commercial General Liability Insurance. Consultant shall
ensure that each of its sub-consultants and subcontractors complies with the same minimum
requirements identified above.
D. Professional Liability/Errors & Omissions - Consultant shall provide the Owner with proof of

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coverage for Professional Liability/Errors & Omissions insurance covering any damages caused
by any negligent error, omission, or any act for the Project, its plans, drawings, specifications or
project manual, and all related work product of the Consultant. The policy may be either a practice
based policy or a policy pertaining to the specific Project. Professional Liability insurance to be
provided shall have limits of not less than $3,000,000 each claim, incident or occurrence and
$3,000,000 annual aggregate. Consultant shall ensure that each of its major sub-consultants and
subcontractors (including structural, civil, mechanical, plumbing, electrical engineering, survey,
geotechnical and materials testing) secures and maintains Professional Liability/Errors &
Omissions with limits not less than $2,000,000 each claim, incident or occurrence and $2,000,000
annual aggregate. All other sub-consultants and subcontractors not listed above shall have limits
not less than $1,000,000 each claim, incident or occurrence and $1,000,000 annual aggregate.
E. “Tail” Coverage. If any of the required liability insurance is arranged on a "claims made" basis,
"tail" coverage will be required at the completion of the Agreement for a duration of thirty-six (36)
months or the maximum time period available in the marketplace if less than thirty-six (36)
months. Consultant will be responsible for furnishing certification of "tail" coverage as described
or continuous "claims made" liability coverage for thirty-six (36) months following Owner’s
acceptance of and final payment for the Consultant’s Services. Continuous "claims made"
coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before
the effective date of this agreement. This will be a condition of the final acceptance of Work or
Services and related warranty, if any.
F. Certificate of Insurance. Prior to the signature by the Owner to this Agreement, Consultant shall
furnish to the appropriate university official Certificates of Insurance and required endorsements
as evidence of the insurance coverages required under this Agreement. The insurance policies will
be endorsed/amended so that the insurance company or companies shall give a thirty (30) calendar
day notice (without reservation) if the applicable policy is suspended, voided, canceled or
materially changed, or if the aggregate limits have been reduced, except when cancellation is for
non-payment, then a ten (10) days’ notice may be given, to the Owner’s Representative set forth
in Section XXVII below. The certificate(s) should state specifically that the insurance is provided
for this Agreement. Policies will be endorsed to show required cancellation provisions, and copies
of the endorsement will be attached to the certificate of insurance. Insuring companies are subject
to acceptance by the Owner.
G. Additional Insureds. All policies, except for Workers' Compensation and Professional
Liability/Errors & Omissions, shall be endorsed so that the Owner, and its officers, trustees, agents,
and employees are Additional Insureds with respect to the Consultant's Services to be provided
under this Agreement.
IX.

INDEMNITY
A. Indemnification. Consultant shall indemnify, hold harmless and defend the Owner and its officers,
board members, agents, and employees from and against all claims, suits, actions, losses, damages,
liabilities, costs and expenses, including reasonable attorneys’ fees and costs, of whatsoever nature
resulting in any way from, arising out of, or relating to the activities, including professional services,
of the Consultant or the Consultant’s sub-consultants, partners, joint venturers, subcontractors,
officers, agents or employees, and caused by any willful or negligent error, omission, or act of the
Consultant, or any person employed by it, or anyone for whose acts the Consultant is legally liable
while acting under or pursuant to this Agreement or any supplement or amendment hereto. The

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Consultant agrees to waive all rights of subrogation against the Owner and its officers, board members,
agents, and employees for losses arising from the work performed by the Consultant for the Owner.
B. Owner Defense Requirements. Notwithstanding the foregoing defense obligations of the Consultant,
neither the Consultant nor any attorney engaged by the Consultant shall defend any claim in the name
of the Owner, nor purport to act as legal representative of the Owner, without the prior written consent
of the Owner’s General Counsel. The Owner may, at any time at its election assume its own defense
and settlement in the event that it determines that the Consultant is prohibited from defending the
Owner, that Consultant is not adequately defending the Owner’s interests, or that an important
governmental principle is at issue or that it is in the best interests of the Owner to do so. The Owner
reserves all rights to pursue any claims it may have against the Consultant if the Owner elects to assume
its own defense.
X.

LIMITATION OF LIABILITIES
Except for any liability of the Consultant arising under or related to the Consultant’s failure to perform
according to the standard of care or any other liability arising under or related to the Consultant’s
representations and warranties under Section II of this Agreement, neither Party shall be liable for any
indirect, incidental, consequential or special damages under this Agreement or any damages of any sort
arising solely from the termination of this Agreement in accordance with its terms.

XI.

[RESERVED]

XII.

OWNERSHIP AND USE OF WORK PRODUCT OF CONSULTANT
A. Work Product. Copies of plans, specifications, reports, or other materials required to be delivered
under this Agreement ("Work Product") shall be the exclusive property of Owner. The Owner and
the Consultant intend that such Work Product be deemed “Work made for Hire”, of which the Owner
shall be deemed the author. If for any reason such Work Products are not deemed “Work made for
Hire”, the Consultant hereby irrevocably assigns to the Owner all of its right, title and interest in and
to any and all of such Work Products, whether arising from copyright, patent, trademark, trade
secret, or any other state or federal intellectual property law or doctrine. The Consultant shall
execute such further documents and instruments as the Owner may reasonably request in order to
fully vest such rights in the Owner. The Consultant forever waives any and all rights relating to such
Work Product, 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 of
subsequent modifications.
B. Consultant’s Use of Work Product. The Consultant, despite other conditions of this Section, shall
have the right to utilize such Work Product on its brochures or other literature that it may utilize for
its sales and in addition, unless specifically otherwise exempted, the Consultant may use standard
line drawings, specifications and calculations on other unrelated projects.
C. Owner Reuse or Modification of Work Product. If the Owner reuses or modifies the Work
Product without the Consultant’s involvement or prior written consent, to the extent permitted by
Article XI, Section 7 of the Oregon Constitution and by the Oregon Tort Claims Act, the Owner
shall indemnify, within the limits of the Tort Claims Act, the Consultant against liability for damage
to life or property arising from the Owner's reuse or modification of the Work Product, provided the
Owner shall not be required to indemnify the Consultant for any such liability arising out of the

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wrongful acts of the Consultant or the Consultant’s officers, employees, sub-consultants,
subcontractors, or agents.
XIII. SUCCESSORS AND ASSIGNS
The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties and
their respective successors and assigns. After the original Agreement is executed, Consultant shall not
enter into any new Consultant agreements for any of the Services scheduled under this Agreement or
assign or transfer any of its interest in or rights or obligations under this Agreement, without Owner’s
prior written consent. In addition to any provisions Owner may require, Consultant shall include in any
permitted Consultant agreement under this Agreement a requirement that the Consultant be bound by
Sections VIII-INSURANCE, IX-INDEMNITY, X -LIMITATION OF LIABILITIES, XIIOWNERSHIP AND USE OF WORK PRODUCT OF CONSULTANT, XV-MEDIATION, XVITERMINATION OF AGREEMENT; NON-AVAILABILITY OF FUNDS, XIX-FOREIGN
CONTRACTOR, XX-COMPLIANCE WITH APPLICABLE LAWS, XXI-GOVERNING LAW;
VENUE; CONSENT TO JURISDICTION, XXII-INDEPENDENT CONTRACTOR STATUS OF
CONSULTANT, XXIII-ACCESS TO RECORDS and XXVI-NO WAIVER of this Agreement.
XIV.

NO THIRD PARTY BENEFICIARIES
Owner and Consultant are the only Parties to this Agreement and are the only Parties entitled to enforce
its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide
any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons
are individually identified by name herein and expressly described as intended beneficiaries of the terms
of this Agreement.

XV.

MEDIATION
Consultant and Owner, in an effort to resolve any conflicts that may arise during the design or
construction of the Project or following the completion of the Project, agree that all disputes between
them arising out of or relating to this Agreement or any supplements hereto, shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. Consultant further agrees to include a
similar provision in all agreements with sub-consultants retained for the Project, thereby providing for
mediation as the primary method for dispute resolution between the Parties to those agreements. All
Parties agree to exercise their best effort in good faith to resolve all disputes in mediation.
Each Party will pay its own costs for the time and effort involved in mediation. The cost of the mediator
shall be shared equally by all Parties to the dispute.

XVI. TERMINATION OF AGREEMENT; NON-AVAILABILITY OF FUNDS
A. Mutual Agreement. The Owner and the Consultant, by mutual written agreement, may terminate
this Agreement at any time. The Owner, on 30 days written notice to the Consultant, may terminate
this Agreement for any reason deemed appropriate in its sole discretion.
B. Termination by Owner. Owner may terminate this Agreement, in whole or in part, immediately
upon notice to Consultant, or at such later date as Owner may establish in such notice, upon the
occurrence of any of the following events:

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1. Owner fails to receive funding, or appropriations, limitations or other expenditure authority at
levels sufficient to pay for Consultant's Services;
2. Federal or state laws, regulations or guidelines are modified or interpreted in such a way that
either the Services performed under this Agreement are prohibited or Owner is prohibited from
paying for such Services from the planned funding source;
3. Consultant no longer holds any license or certificate that is required to perform the Services;
4. Consultant commits any material breach or default of any covenant, warranty, obligation or
agreement under this Agreement, fails to perform the Services under this Agreement within the
time specified herein or any extension thereof, or so fails to perform the Services as to endanger
Consultant's performance under this Agreement in accordance with its terms, and such breach,
default or failure is not cured within 10 business days after delivery of Owner's notice, or such
longer period of cure as Owner may specify in such notice.
C. Owner Funding. Owner reasonably believes that sufficient funds are anticipated to pay all amounts
due hereunder and hereby covenants and agrees that it will use its best efforts to obtain and properly
request and pursue funds from which payments hereunder may be made, including making
provisions for such payments to the extent necessary in the budget submitted for the purpose of
obtaining funds and using its best efforts to have such budget approved. It is Owner's intention to
make all payments due hereunder if funds are legally available therefor and in that regard Owner
represents and warrants to Consultant that this agreement is important to Owner's efficient and
economic operation. If, despite the above, Owner is not allotted sufficient funds for the next
succeeding fiscal period by appropriation, appropriation limitation, grant, or other funds source
lawfully available to it for such purposes to continue the Project and make payments hereunder,
Owner may terminate this Agreement, by notice to Consultant, without penalty, effective at the end
of the current fiscal period for which funds have been allocated and if not so terminated Owner will
remain fully obligated for all amounts owing hereunder. Such termination shall not constitute an
event of default under any other provision of the Agreement, but Owner shall be obligated to pay all
charges incurred through the end of such fiscal period. Owner shall give Consultant notice of such
non-availability of funds within thirty (30) days after it received notice of such non-availability.
D. Effect of Termination. In the event of termination of this Agreement:
1. Pursuant to Sub-sections A, B.1 or B.2 above, the Owner, using the Schedule of hourly rates set
forth in Section III if applicable, and within the limitations specified in Section V shall
compensate the Consultant for all Services performed prior to the termination date, together with
reimbursable expenses then due, and such amounts shall immediately become due and payable.
2. Pursuant to Sub-sections B.3 or B.4 above, the Owner shall have any remedy available to it
under this Agreement or at law or in equity. Such remedies are cumulative and may be pursued
separately, collectively and in any order.
3. For any reason, the Consultant shall immediately cease performance of Services under this
Agreement, unless Owner expressly directs otherwise in the notice of termination, and shall
provide to the Owner all plans, specifications, CAD drawings on compact discs, drawings, and
all documents, information, works-in-progress or other property that are or would be deliverables
had this Agreement been completed.

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4. For any reason, the Consultant shall be responsible to the Owner for the quality of its Services
and work product through the date of termination.
XVII. [RESERVED]
XVIII.

DISCLOSURE OF SOCIAL SECURITY NUMBER

Consultant must provide Consultant’s Social Security number unless Consultant provides a federal tax
ID number. This number is requested pursuant to ORS 305.385 and OAR 150-305.100. Social Security
numbers provided pursuant to this authority will be used for the administration of state, federal and local
tax laws.
XIX. FOREIGN CONTRACTOR
If Consultant is not domiciled in or registered to do business in the State of Oregon, Consultant shall
promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division
all information required by those agencies relative to this Agreement. Consultant shall demonstrate its
legal capacity to perform the Services under this Agreement in the State of Oregon prior to entering into
this Agreement.
XX.

COMPLIANCE WITH APPLICABLE LAW
Consultant agrees to comply with all federal, state, county, and local laws, ordinances, and regulations
applicable to the Services to be provided under this Agreement. Consultant specifically agrees to comply
with all applicable requirements of federal and state civil rights and rehabilitation statues, rules and
regulations. Consultant also shall comply with the Americans with Disabilities Act of 1990 (Pub L No.
101-336), ORS 659.425, and all regulations and administrative rules established pursuant to those laws.
Failure or neglect on the part of Consultant to comply with any or all such laws, ordinances, rules, and
regulations shall not relieve Consultant of these obligations nor of the requirements of this Agreement.
Consultant further agrees to make payments promptly when due, to all persons supplying to such
Consultant labor or materials for the performance of the Services to be provided under this Agreement;
pay all contributions or amounts due the Industrial Accident Fund from such contractor incurred in the
performance of this Agreement; not permit any lien or claim to be filed or prosecuted against the State on
account of any labor or material furnished; and pay to the Department of Revenue all sums withheld from
employees pursuant to ORS 316.167. If Consultant fails or refuses to make any such payments required
herein, the appropriate Institution official may pay such claim. Any payment of a claim in the manner
authorized in this Section shall not relieve the Consultant or Consultant's surety from obligation with
respect to any unpaid claims. Section 504 of the Rehabilitation Act of 1973, the Americans with
Disabilities Act and the Oregon Building Codes require all new construction to be totally accessible to
people with physical limitations. Owner expects that all spaces in designs for new facilities and in
remodel projects will be accessible to people with physical limitations.

XXI. GOVERNING LAW; VENUE; CONSENT TO JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon
without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively
“Claim”) between Owner and Consultant that arises from or relates to this Agreement shall be brought
and conducted solely and exclusively within the Circuit Court of Benton County for the State of Oregon;
provided, however, if a Claim must be brought in a federal forum, it shall be brought and conducted

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solely and exclusively within the United States District Court for the District of Oregon. In no event
shall this Section be construed as a waiver by the State of Oregon of any form of defense or immunity,
whether based on sovereign immunity, governmental immunity, immunity based on the Eleventh
Amendment to the United States Constitution or otherwise. CONSULTANT, BY EXECUTION OF
THIS AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF
SAID COURTS.
XXII. INDEPENDENT CONTRACTOR STATUS OF CONSULTANT
A. Consultant as Independent Contractor. Consultant shall perform all required Services as an
independent contractor. Although Owner reserves the right (i) to determine (and modify) the
delivery schedule for the Services to be performed and (ii) to evaluate the quality of the competed
performance, Owner cannot and will not control the means or manner of Consultant’s performance.
Consultant is responsible for determining the appropriate means and manner of performing the
Services.
B. Agency Status. Consultant is not an officer, employee, or agent of the State or Owner as those
terms are used in ORS 30.265.
C. Benefits; Payment of Taxes. Consultant is not a contributing member of the Public Employee's
Retirement System and will be responsible for any federal or state taxes applicable to any
compensation or payments paid to Consultant under this Agreement. Consultant will not be eligible
for any benefits from these Agreement payments of federal Social Security, unemployment insurance
or worker's compensation, except as a self-employed individual. If this payment is to be charged
against federal funds, the Consultant certifies that it is not currently employed by the federal
government.
XXIII.

ACCESS TO RECORDS

For not less than three (3) years after the termination or full performance of this Agreement, the Owner,
the Secretary of State's Office of the State of Oregon, the federal government, and their duly authorized
representatives shall have access to the books, documents, papers, and records of the Consultant and the
sub-consultants which are directly pertinent to this Agreement for the purpose of making audit,
examination, excerpts, and transcripts. If for any reason, any part of this Agreement, or any resulting
construction contract(s) is involved in litigation, Consultant shall retain all pertinent records for not less
than three years or until all litigation is resolved, whichever is longer. The Consultant will provide full
access to such documents in preparation for and during any such litigation.
XXIV.

SEVERABILITY

The Parties agree that if any term or provision of this Agreement is declared by a court of competent
jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions
shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if
the Agreement did not contain the particular term or provision held to be invalid.
XXV. FORCE MAJEURE
Neither party shall be held responsible for delay or default caused by fire, riot, acts of God, and war
which is beyond such party's reasonable control. Each party shall, however, make all reasonable efforts

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to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause,
diligently pursue performance of its obligations under this Agreement.
XXVI.

NO WAIVER
The failure of the Owner to enforce any provision of this Agreement shall not constitute a waiver by the
Owner of that or any other provision.

XXVII.

NOTICE; PARTIES’ REPRESENTATIVES

Except as otherwise expressly provided in this Agreement, any notices to be given hereunder shall be given
in writing by personal delivery, or mailing the same, postage prepaid, to Consultant or Owner at the address
set forth below, or to such other addresses or numbers as either Party may hereafter indicate pursuant to
this Section. Any notice so addressed and mailed shall be deemed to be given five (5) calendar days after
the date of mailing. Any notice by personal delivery shall be deemed to be given when actually delivered.
Regular, day-to-day communications between the Parties may be transmitted through one of the methods set
forth above, in person, by telephone, by e-mail, or by other similar electronic transmission.
Representatives for the Consultant and the Owner for purposes of notice and for other specific purposes
provided for under this Agreement are:
Consultant:

____________________

Address: ______________________________________________________________________
Owner:
Address:

Anita Nina Azarenko, Associate Vice President for Capital Planning and Facilities
Services
Oregon State University
3015 SW Western Blvd.
Corvallis OR 97333

With a Copy to:

OSU Project Manager
Capital Planning & Development
Oregon State University
3015 SW Western Blvd.
Corvallis, OR 97333

And a Copy to:

Construction Contracts Administration
Oregon State University
644 SW 13th Ave.
Corvallis, OR 97333

XXVIII. CONFIDENTIALITY.
Consultant shall maintain the confidentiality of information of Owner, unless withholding such
information would violate the law, create the risk of significant harm to the public or prevent Consultant
from establishing a claim or defense in an adjudicatory proceeding. Consultant shall require the subconsultants to execute similar agreements to maintain the confidentiality of information of Owner.

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XXIX.

CONFLICT OF INTEREST.

Except with Owner’s prior written consent, Consultant shall not engage in any activity, or accept any
employment, interest or contribution that would or would reasonably appear to compromise Consultant’s
professional judgment with respect to this Project, including without limitation, concurrent employment
on any project in direct competition with the Project, and will provide copies of any such agreements
within ten (10) days of the full execution of such agreements.
XXX. SURVIVAL
All rights and obligations shall cease upon termination or full performance of this Agreement, except for
the rights and obligations set forth in Sections II Consultant’s Standard of Care, IX Indemnity, X
Limitation of Liabilities, XII Ownership and Use of Work Product of Consultant, XVI Termination of
Agreement; Non-Availability of Funds, XXI Governing Law; Venue; Consent to Jurisdiction, XXIII
Access to Records, XXVIII Confidentiality, and XXX Survival.
XXXI. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which when taken together shall constitute
one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same
counterpart. Each copy of the Agreement so executed shall constitute an original.
XXXII.

MERGER CLAUSE

THIS AGREEMENT AND ANY ATTACHED EXHIBITS CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN THE PARTIES ON THE SUBJECT MATTER HEREOF. THERE ARE
NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT
SPECIFIED HEREIN REGARDING THIS AGREEMENT. NO AMENDMENT, CONSENT, OR
WAIVER OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN
WRITING AND SIGNED BY ALL PARTIES. ANY SUCH AMENDMENT, CONSENT, OR
WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIED INSTANCE AND FOR THE
SPECIFIC PURPOSE GIVEN. CONSULTANT, BY THE SIGNATURE BELOW OF ITS
AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES HAVING READ AND UNDERSTOOD
THIS AGREEMENT AND THE CONSULTANT AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
IN WITNESS HEREOF, the parties have duly executed this Agreement as of the day and year first above written.
Consultant
By _________________________________
Title:__ ______________________________
Date _______________________________

Oregon State University, Owner

By___________________________________
Anita Nina Azarenko, Associate Vice
President for Capital Planning and Facilities Services
Date__________________________________

 Consultant Agreement
Page 16

Federal Tax ID