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Amy Ahrendt, Esq, Dba Attorney-Conducted Workplace Investigations ~ C220046 CITY OF TIGARD-CONTRACT SUMMARY&ROUTING FORM Contract Overview Contract/Amendment Number: C220046 Contract Start Date: 04/26/2022 Contract End Date: 06/30/2022 Contract Title: ACWI Legal Services Contractor Name: Amy Ahrendt,Esc, dba Attorney-Conducted Workplace Investigations Contract Manager: Dana Bennett Department: HR Contract Costs Original Contract Amount: $20,000.00 Total All Previous Amendments: Total of this Amendment: n a Total Contract Amount: $20,000.00 Procurement Authority Contract Type: Legal Services Procurement Type: PCR 10.062 Legal Services Solicitation Number: LCRB Date: Account String: Fund-Division-Account Work Order—Activit):1=e Amount FY 22 660-1200-54311 $20,000.00 Contracts & Purchasing Approval Purchasing Signature: Comments: DocuSign Routing Route for Signature Name Email Address Contractor Amy S. Ahrendt amyCcDacworkplaceinvestigations.com City of Tigard Steve Rymer stever&tigard-or.gov Final Distribution Contractor Amy S. Ahrendt amy(a acworkplaceinvestigations.com Project Manager Dana Bennett danab ti and-or. ov Project Manager Shelby Rihala shelb r ti and-or. ov Buyer Toni Riccardi tonir ti and-or. ov DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA Contract Number C220046 CITY OF TIGARD,OREGON LEGAL SERVICES CONTRACT ACWI LEGAL SERVICES THIS AGREEMENT made and entered into by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Amy Ahrendt, Esq, dba Attorney- Conducted Workplace Investigations, hereinafter called Contractor. RECITALS WHEREAS,the City's FY 22 budget provides for attorney services related to Investigative work;and WHEREAS,City has need for the services of a firm with a particular training,ability,knowledge,and experience possessed by Contractor; and WHEREAS, City has determined that Contractor is qualified and capable of performing the professional services as City does hereinafter require,under those terms and conditions set forth; THEREFORE, the Parties agree as follows: 1. EFFECTIVE DATE/CONTRACT TERM The term of this Agreement is effective on April 26,2022, or upon the date this Agreement is fully executed by both parties, whichever is later, and expires on June 30, 2022, unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 2. SERVICES TO BE PROVIDED The nature,scope,and performance characteristics,and scope of the services and the required time specifications for Contractor's performance under this Agreement are set forth in Exhibit B,incorporated herein by reference. 3. COMPENSATION The City agrees to pay Contractor for completed services in accordance with the rates outlined in Exhibit B. The total amount paid to the Contractor by the City may not exceed Twenty Thousand and No/100 Dollars $20,000.00 without a written contract amendment signed by authorized representatives of both parties. 4. PAYMENTS Payments made to Contractor will be based upon the following applicable terms: A. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor, with the exception of expenses, if any, identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Contractor's invoice, subject to the approval of the City Manager,or designee,and not more frequently than monthly. Unless DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA otherwise agreed, payment will be made only for work actually completed as of the date of invoice. C. Payment by City releases City from any further obligation for payment to Contractor for services performed or expenses incurred as of the date of the invoice. Payment may not be considered acceptance or approval of any work or waiver of any defects therein. D. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard's City Council E. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard's City Council. 5. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS All notices,bills and payments will be made in writing and may be given by personal delivery, mail,email,or by fax. Payments may be made by personal delivery,mail,or electronic transfer. The following addresses will be used to transmit notices, bills, payments, and other information: ITY OF TIGARD AMY S. AHRENDT ESQ, DBA ATTORNEY — CONDUCTED WORKPLACE INVESTIGATIONS Attn: Dana Bennett Attn: Amy S. Ahrendt Address: 13125 SW Hall Blvd Address: 159 Nob Hill Street Tigard, OR 97223 Ashland, OR 97520 Phone: (503) 718-2453 Phone: (541) 625-3639 Email: danabnti�ard-or.gov Email: amygacworkplaceinvestigations.com Notice will be deemed given upon deposit in the United States mail,postage prepaid,or when so faxed, upon successful fax. In all other instances, notices, bills, and payments will be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills, and payments are to be given by giving written notice pursuant to this paragraph. 6. OWNERSHIP OF WORK PRODUCT The City retains unrestricted use of the deliverables which result from this Agreement,and are the owner of such work. Any intellectual property rights delivered to the City under this Agreement and Contractor's services rendered in the performance of Contractor's obligations under this Agreement,will be provided to the City free and clear of any and all restrictions on or conditions of use. 7. ASSIGNMENT/DELEGATION Neither party may assign, sublet, or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment has any force or effect unless and until the other party has consented. If City agrees to assignment of tasks to a subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors and of all 2 1 Page Rev.8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA persons employed by them. Neither the approval by City of any subcontractor nor anything contained herein creates any contractual relation between the subcontractor and City. The provisions of this Agreement are binding upon and will inure to the benefit of the parties to the Agreement and their respective successors and assigns. 8. REPRESENTATIONS AND WARRANTIES In addition to other representations and warranties set forth in this Agreement, Contractor represents and warrants to the City that the services will be performed in accordance with the same professional skill and care ordinarily provided by firms practicing in the same or similar circumstances. Contractor is familiar and will comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to the performance of the work under this Agreement. 9. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that: A. Contractor acknowledges that for all purposes related to this Agreement,Contractor is an independent contractor as defined by ORS 670.600 and not an employee of City. Contractor is not entitled to benefits of any kind to which an employee of City is entitled and is solely responsible for all payments and taxes required by law. Furthermore,in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City is entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as a result of said finding. B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS 30.265. 10. CONFLICT OF INTEREST The undersigned Contractor hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from Contractor, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. If this payment is to be charged against Federal funds, Contractor certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his or her normal charge for the type of service provided. 3 1 P a g e Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA 11. INDEMNIFICATION Contractor must be able to seek out and support its conclusion without concern about being named as a defendant in a lawsuit. Accordingly,in connection with the retention of Contractor by the City to carry out the services described herein, subject to the limits of the Oregon Tort Claims Act,the City agrees to indemnify,defend and hold harmless Contractor,and its current and future employees, with respect to any claim arising out of or in connection with such services, including but not limited to any claim made by (1) any person interviewed in connection with the Investigation or (2) any person referred to in Contractor findings and/or report. Such indemnification shall include any costs and expenses arising out of such claim, including but not limited to costs of counsel, any judgment entered against Contractor, any settlement agreement entered into by Contractor (that is approved in advance by the City), and reimbursement for time expended by Contractor and its personnel at their regular hourly rate. The foregoing indemnification by the City shall not include any claim by it against Contractor for intentional misconduct committed by Contractor or for professional malpractice If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of this indemnification. Claims for Professional Liability. Contractor agrees to indemnify, defend, save, and hold harmless the City of Tigard,its officers,employees,agents,and representatives from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, to the extent arising out of the professional negligent acts, errors or omissions of Contractor or its subcontractors, sub-consultants,agents or employees in performance of professional services under this agreement. 12. INSURANCE Contractor and its subcontractors must maintain insurance acceptable to City in full force and effect throughout the term of this Agreement. Such insurance must cover risks arising directly or indirectly out of Contractor's activities or work hereunder, including the operations of its subcontractors of any tier. A. Standard Coverage.The policy or policies of insurance maintained by the Contractor must provide at least the limits and coverages in Exhibit A of this Agreement.The procuring of such required insurance will not be construed to limit Contractor's liability hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of any damage,injury, or loss caused by negligence or neglect connected with this Agreement. B. Workers' Compensation. The Contractor, its subcontractors, if any, and all employers providing work,labor,or materials under this Agreement that are subject employers under the Oregon Workers' Compensation Law must comply with ORS 656.017,which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers must provide Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. 4 1 P a g e Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA C. Additional Insured Provision. All required insurance policies, other than Workers' Compensation and Professional Liability, must name the City its officers, employees, agents,and representatives as additional insureds with respect to this Agreement. D. Self-Insurance. The City understands that some contractors may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If Contractor is self- insured for commercial general liability or automobile liability insurance, Contractor must provide evidence of such self-insurance. Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. Primary Coverage Clarification. The parties agree that Contractor's coverage is primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. E. Cross-Liability Clause. A cross-liability clause or separation of insureds clause will be included in the general liability policy required by this Agreement. F. Certificates of Insurance. As evidence of the insurance coverage required by the Agreement, Contractor will furnish a Certificate of Insurance to the City. No Agreement is effective until the required Certificates of Insurance have been received and approved by the City.The certificate will specify and document all provisions within this Agreement and include a copy of Additional Insured Endorsement. All certificates,including renewals are forwarded to: contractspurchasingktigard-or.gov 13. TERMINATION WITHOUT CAUSE At any time and without cause, City has the right in its sole discretion to terminate this Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this paragraph, City will pay Contractor for services rendered to the date of termination. 14. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Contractor, its subcontractors,agents,and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 5 1 P a g e Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA 4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Contractor,if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. Any such termination of this agreement under paragraph (A) will be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. i. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1) If Contractor fails to provide services called for by this Agreement within the time specified, or 2) If Contractor fails to perform any of the other provisions of this Agreement, or fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. The rights and remedies of City provided above related to defaults (including breach of contract) by Contractor are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor will be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, provided, that the City may deduct the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract include those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 15. SURVIVAL The terms, conditions, representations, and warranties contained in this Agreement survive the termination or expiration of this Agreement. 16. STATUTORILY REQUIRED PROVISIONS A. Contractor will pay to the Department of Revenue all sums withheld from employees [Required by ORS 316.1671. B. Contractor will pay all contributions or amounts due the Industrial Accident Fund from the contractor or any subcontractor in the performance of this Agreement. [Required by ORS 279B.220(2)] C. As a condition of this Agreement, Contractor will make payment promptly, as due, to all persons supplying labor or materials for the performance of the work provided for in this Agreement. [Required by ORS 27913.220 (1)] D. In accordance with ORS 279B.235, the following are hereby incorporated in full by this reference: i. Contractor may not employ an individual for more than 10 hours in any one day, or 40 hours in any one week,except as provided by law. For contracts for personal services,as defined in ORS 279A.055,Contractor must pay employees at least time 6 1 P a g e Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA and a half pay for all overtime the employees work in excess of 40 hours in any one week, except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. ii. Contractor 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 positing a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. iii. Contractor may not prohibit any of Contractor's employees from discussing the employee's rate of wage, salary, benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee's rate of wage, salary,benefits or other compensation with another employee or another person. iv. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. [Required by ORS 279B.220 (3)] F. Contractor represents and warrants that Contractor is, to the best of the undersigned's knowledge, not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316, 317,and 318. Contractor's failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Agreement or during the term of this Agreement is a default for which the City may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. [Required by ORS 279B.045] G. Contractor will promptly, as due, make payment to any person, co-partnership, association,or corporation, furnishing medical, surgical,and hospital care or other needed care and attention, incident to sickness or injury, to the employees of Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for services. [Required by ORS 27913.230 (1)] H. If Contractor fails,neglects, or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due,Contractor is liable for the amount of the unpaid overtime wages and in an additional amount equal to the unpaid overtime wages as liquidated damages. [Required by ORS 279B.020 (9)] 17. MISCELLANEOUS PROVISIONS A. Choice of Law. Venue. The provisions of this Agreement are governed by Oregon law. Venue will be the State of Oregon Circuit Court in Washington County or the U.S.District Court for Oregon, Portland. B. Attorney's Fees. In the event an action, suit of proceeding, including appeal, is brought for failure to observe any of the terms of this Agreement,each party is responsible for that party's own attorney fees, expenses, costs and disbursements for the action, suit, proceeding, or appeal. C. Business License. Contractor must obtain, prior to the execution of any performance 7 1 P a g e Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31" expiration date. New businesses operating in Tigard after June 30t'of the current year will pay a pro-rated fee through the end of the calendar year. D. Electronic Signatures. City may use Electronic Signatures as defined in the Electronic Signatures in Global and National Commerce Act. Under ORS 84.014. Contractor's consent is not required for this Agreement to be executed using Electronic Signatures. Even if ORS 84.014 is determined to be inapplicable or invalid, Contractor grants such consent. E. Retirement System. Contractor and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. 18. FORCE MMEURE Neither City nor Contractor will be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause;provided that the parties so disenabled will within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification will not be the basis for a claim for additional compensation. Each party will,however,make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 19. NON-WAIVER The failure of either party to insist upon or enforce strict performance by the other party of any of the terms of this Agreement or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 20. NON-DISCRIMINATION Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances applicable to the provision of services under this Agreement,including,without limitation: A. Title VI of the Civil Rights Act of 1964; B. Section V of the Rehabilitation Act of 1973; C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008 (Pub L No 101- 336); and D. ORS 659A.142,including all amendments of and regulations and administrative rules, and all other applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. 8 1 P a g e Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA 21. MERGER;MODIFICATION This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement will be effective unless and until it is made in writing and signed by both parties. 22. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor will comply with all applicable federal, state, and local laws, rules, and regulations applicable to the work in this Agreement. 23. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions will not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement and,if negotiations fail,may terminate the Agreement 24. CONFLICT BETWEEN TERMS Any exhibits, schedules or other attachments referenced in this Agreement are part of this Agreement. In the event of conflict between a provision in the main body of the Agreement and a provision in the exhibits, schedules or other attachments, the provisions in the main body of the Agreement will control. [Signature Page to Follow] 9 1 P a g e Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA IN WITNESS WHEREOF,City and Contractor have caused this Agreement to be executed by their duly authorized officials. CITY OF TIGARD AMY S.AHRENDT ESQ,DBA ATTORNEY— CONDUCTED WORKPLACE INVESTIGATIONS u ym La cuS:gned by- By: E Steve Rymer Amy S. Ahrendt Name: Name: Title: City Manager Title: Principal Date: 4/28/2022 Date: 4/27/2022 10 1 Page Rev. 8/21 X DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA EXHIBIT A LEGAL SERVICES CONTRACT STANDARD INSURANCE REQUIREMENTS 1. COMMERCIAL GENERAL LIABILITY INSURANCE. Contractor will obtain, at Contractor's expense,and keep in effect during the term of this Agreement,comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an"occurrence"form(CG 20101185 or equivalent.This coverage must include Contractual Liability insurance for the indemnity provided under this Agreement. ® Not required. COMMERCIAL GENERAL LIABILITY INSURANCE with limits of not less than: ❑ $2,000,000/$3,000,000 ❑ Other: $ each occurrence/aggregate for Bodily Injury and Property Damage. 2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. Contractor must also obtain, at Contractor's expense, and keep in effect during the term of the Agreement, commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles on an "occurrence" form. ® Not required. Driving is not included in the scope of work for this Agreement and the City will not reimburse for any travel expenses. AUTOMOBILE LIABILITY INSURANCE with a combined single limit,or the equivalent of not less than: ® No requirement in excess of that provided for under state law. ❑ $2,000,000 ❑ Other: $ each accident for Bodily Injury and Property Damage. If Contractor uses a personally-owned vehicle for business use under this Agreement,the Contractor will obtain at Contractor's expense,and keep in effect during the term of the Agreement,business automobile liability coverage for all owned vehicles on an "occurrence" form with a combined single limit, or the equivalent of not less than: ® No requirement in excess of that provided for under state law. ❑ $2,000,000 ❑ Other: $ each accident for Bodily Injury and Property Damage. 3. PROFESSIONAL LIABILITY INSURANCE PROFESSIONAL LIABILITY INSURANCE with a combined single limit, or the equivalent, of not less than: ® $300,000 per attorney. ❑ $3,000,000/$3,000,000 ❑ Other: $ each occurrence/aggregate to cover damages caused by error,omission or negligent acts related to the professional services to be provided under this Agreement. 111 Page Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA EXHIBIT B GENERAL SCOPE OF SERVICES 1. INTRODUCTION This is a limited scope engagement for the purpose of conducting this fact-finding Investigation and City gives consent to this limited scope engagement. Contractor is being retained to conduct this investigation (the "Investigation") under the following terms: a. The purpose of the Investigation is to determine the facts concerning the allegations of Claimant. The Investigation will be conducted by attorney Amy S.Ahrendt, (Contractor) who will make factual findings utilizing her legal skills, knowledge, experience,and independent professional judgment. Contractor shall not render a legal determination as to whether there was a violation of law; shall not act as an advocate; shall not advise City as to what employment actions,if any, should be taken as a result of its findings; and shall not represent City in any legal action or proceeding. City shall look to other counsel of its choosing for advice with respect to issues which may arise concerning or be implicated by the Investigation,including,but not limited to,issues of attorney-client privilege,waiver, and work product; the admonitions,if any,to be given to employees being interviewed regarding confidentiality; the appropriate scope of the Investigation; the consequences of employee failure to cooperate in the Investigation; the accessing of electronic or other data; document retention,litigation holds, and preservation of evidence; appropriate interim employment measures pending conclusion of the Investigation; and the need for any"threat assessment." Contractor does not guarantee any particular finding or result. It is understood that the objective of this engagement is for Contractor to conduct an impartial investigation, and that Contractor fulfills its duty to City by conducting an impartial investigation,with findings based on a professional evaluation of the evidence available. b. The City and Contractor intend that the Investigation shall be covered by the attorney- client privilege to the extent legally permitted, although Contractor understands that the City may choose to waive the privilege in the future.This investigation is being conducted in reasonable anticipation of litigation. Thus, any written or verbal communication between the Investigator and the City and any work of the investigator in connection with the investigation is work product covered by the attorney work product privilege. c. The City will provide Contractor with access to its employees and all non-privileged documents relevant to the Investigation, subject to the City's obligations to maintain the privacy of employee records. The City will also provide a copy of any relevant employment policies. 2. TASKS a. Contractor will commence the Investigation as promptly as possible. Contractor will begin the Investigation by reviewing relevant policies of the City,if applicable. Contractor will speak with the Claimant and other relevant witnesses. CONTRACTOR will use its discretion to determine the individuals,inside or outside the City,who should DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA be interviewed in order to complete the Investigation. The individual(s) who are alleged to have engaged in improper conduct will be given a fair opportunity to respond. b. During the course of the Investigation,Dana Bennett shall be the primary point of contact at the City for Contractor for logistics and scheduling. Upon conclusion of the Investigation Contractor will communicate findings to Dana Bennett. Upon completion of the Investigation, Contractor will provide an oral report of the results of the Investigation. Contractor will prepare a written report as a final work product of the investigation. Investigation shall be focused on the key matters as listed in the confidential memo that was prepared for the subject of the investigation and any additional related issues that may come to light during the investigation. The investigator will be provided with a witness list and any supporting documentation for each of the matters to be addressed. The investigator will inform the city should any additional issues come to light that may need to be included and of any additional interviews that may be needed to ensure a full, fair investigation. 3. RATES a. Contractor is being retained as an independent contractor and is not an employee of the City. In carrying out the Investigation, City shall pay Contractor an hourly rate of Two Hundred Twenty-Five Dollars ($225.00). In addition, City shall reimburse Contractor for reasonable out-of-pocket expenses incurred during the Investigation,including,but not limited to, photocopying, document printing charges,messenger or federal express charges, and telephone charges. L The parties have agreed to a not to exceed amount of$20,000.Total invoices shall not exceed$20,000 without prior agreement between the parties and a contract amendment. b. Contractor will provide a detailed listing of costs and fees,which will be submitted on a monthly basis and paid by the City within sixty (60) days of receipt. Contractor reserves the right to charge a Ten Percent (10%) late fee on any invoices that are not paid in a timely manner. The City's obligation to pay Contractor's fees and costs does not depend on the outcome of the Investigation. If circumstances prevent the City from providing Contractor access to information reasonably necessary to the Investigation, precluding Contractor from rendering factual findings, or if the City terminates this agreement prior to the conclusion of the Investigation, the City shall still be obligated to pay Contractor for all fees and costs incurred up to that date. c. Should there later be a need for Contractor to prepare for and give an affidavit or testimony at a deposition or trial as a result of this engagement, or to respond to a subpoena or other discovery requests, City shall pay Contractor its then-current hourly rate for the time lost while responding to discovery,preparing an affidavit, and preparing to testify and testifying. Such payment is not and shall not be construed as payments for giving fact testimony. City shall reimburse Contractor for reasonable out-of-pocket expenses incurring in fulfilling any of the above activities. City shall also reimburse Contractor the cost of any legal representation reasonably required by Contractor relating to the above activities. 2 1 P a g e Rev. 8/21 DocuSign Envelope ID: E82A382E-3EC5-48CE-A5DB-658F290AE8FA EXHIBIT C CONTRACTOR COVID-19 VACCINATION ATTESTATION City of Tigard Personnel Policy 80.0 COVID-19 Vaccination Requirement requires contractors must be full vaccinated for the COVID-19 virus or have a documented medical or religious exemption if the contractor personnel will (a) physically interact with Tigard staff or members of the public on behalf of the City in the course of performing work under the contract or (b) provide goods or perform services on-site at City buildings. If you are unsure whether the vaccination requirement applies to you, please contact your Tigard contract administrator/project manager to discuss further. By signing this form, I certify and attest to the following: ® I am authorized to sign this certification on behalf of contractor and am authorized to legally bind contractor. ® Contractor will not allow any unvaccinated employees,workers, or agents of the organization to perform any services or provide goods pursuant to this City of Tigard contract where such work includes (a) physically interacting with Tigard staff or members of the public on behalf of the City in the course of performing work under this contract or (b) provide goods or perform services on-site at City buildings. ® Contractor will ensure that any employees,workers, or agents of the organization engaged in work pursuant to this contract will adhere to any and all of the City's health and safety guidelines for the location where the work is performed, including wearing face coverings, distancing from others,and isolating or quarantining if exposed to or contracting COVID-19. ® Contractor understands and agrees that failure to comply with these requirements,which are hereby incorporated by reference as part of the terms and conditions in the Agreement, may result in the termination of contract for default. Amy S. Ahrendt Print Name 4/27/2022 Date [pp -d In y �� S• LAW!LYIi� SSB MEDMU2A... Signature 13 Page Rev. 8/21