Arbor Employment Law ~ 32400043 ~ Legal Services: Workplace Investigation
CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM
Contract Overview
Contract/Amendment Number: 32400043a2
Contract Start Date: 5/1/2024 Contract End Date: 9/30/2024
Contract Title: Legal Services: Workplace Investigation
Contractor Name: Arbor Employment Law
Contract Manager: Shelby Rihala
Department: City Attorney
Contract Costs
Original Contract Amount: $20,000
Total All Previous Amendments: n/a
Total of this Amendment: n/a
Total Contract Amount: $20,000
Procurement Authority
Contract Type: Legal Services
Procurement Type: PCR 10.062 Legal Services
Solicitation Number: n/a
LCRB Date: n/a
Account String: Fund-Division-Account Work Order – Activity Type Amount
FY
FY
FY
FY
Contracts & Purchasing Approval
Purchasing Signature:
Comments: Extending contract one month to finalize work.
DocuSign Routing
Route for Signature Name Email Address
Contractor Ryan Gibson ryan@arboremploymentlaw.com
City of Tigard Shelby Rihala shelbyr@tigard-or.gov
Final Distribution
Contractor Ryan Gibson ryan@arboremploymentlaw.com
Project Manager Shelby Rihala shelbyr@tigard-or.gov
Project Manager
Buyer Rosie McGown rosie.mcgown@tigard-or.gov
Rev. 8/21
CITY OF TIGARD, OREGON
AMENDMENT TO CONTRACT NUMBER 32400043
FOR
LEGAL SERVICES: WORKPLACE INVESTIGATION
AMENDMENT #2
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called
City, and Arbor Employment Law, hereinafter referred to as Contractor, is hereby amended as follows:
1. EFFECTIVE DATE AND DURATION
Section 2 of the Agreement is amended to extend the expiration date to September 30, 2024.
2. Except as expressly provided in this contract amendment, all other terms remain unchanged.
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD ARBOR EMPLOYMENT LAW
Signature Signature
Printed Name Printed Name
Date Date
Docusign Envelope ID: 10390AC5-F8ED-468A-80C4-72BFB3143DCF
Ryan Gibson
9/5/20249/9/2024
Shelby Rihala
CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM
Contract Overview
Contract/Amendment Number: 32400043a1
Contract Start Date: 5/1/2024 Contract End Date: 8/31/2024
Contract Title: Legal Services: Workplace Investigation
Contractor Name: Arbor Employment Law
Contract Manager: Shelby Rihala
Department: City Attorney
Contract Costs
Original Contract Amount: $20,000
Total All Previous Amendments: n/a
Total of this Amendment: n/a
Total Contract Amount: $20,000
Procurement Authority
Contract Type: Legal Services
Procurement Type: PCR 10.062 Legal Services
Solicitation Number: n/a
LCRB Date: n/a
Account String: Fund-Division-Account Work Order – Activity Type Amount
FY
FY
FY
FY
Contracts & Purchasing Approval
Purchasing Signature:
Comments: Extending contract one month to finalize work.
DocuSign Routing
Route for Signature Name Email Address
Contractor Ryan Gibson ryan@arboremploymentlaw.com
City of Tigard Shelby Rihala shelbyr@tigard-or.gov
Final Distribution
Contractor Ryan Gibson ryan@arboremploymentlaw.com
Project Manager Shelby Rihala shelbyr@tigard-or.gov
Project Manager
Buyer Rosie McGown rosie.mcgown@tigard-or.gov
Rev. 8/21
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD ARBOR EMPLOYMENT LAW
SignatureSignature
Printed NamePrinted Name
DateDate
Docusign Envelope ID: FD09C623-5C52-417A-8805-FAC7AE7100AF
Ryan Gibson
8/2/20248/5/2024
Shelby Rihala
CITY OF TIGARD, OREGON
AMENDMENT TO CONTRACT NUMBER 32400043
FOR
LEGAL SERVICES: WORKPLACE INVESTIGATION
AMENDMENT #1
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called
City, and Arbor Employment Law, hereinafter referred to as Contractor, is hereby amended as follows:
1. EFFECTIVE DATE AND DURATION
Section 2 of the Agreement is amended to extend the expiration date to August 31, 2024.
2.Except as expressly provided in this contract amendment, all other terms remain unchanged.
CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM
Contract Overview
Contract/Amendment Number: 32400043
Contract Start Date: 5/1/2024 Contract End Date: 7/30/2024
Contract Title: Legal Services: Workplace Investigation
Contractor Name: Arbor Employment Law
Contract Manager: Shelby Rihala
Department: City Attorney
Contract Costs
Original Contract Amount: $20,000
Total All Previous Amendments: n/a
Total of this Amendment: n/a
Total Contract Amount: $20,000
Procurement Authority
Contract Type: Legal Services
Procurement Type: PCR 10.062 Legal Services
Solicitation Number: n/a
LCRB Date: n/a
Account String: Fund-Division-Account Work Order – Activity Type Amount
FY 24 6001600-54003 $20,000
FY
FY
FY
FY
Contracts & Purchasing Approval
Purchasing Signature:
Comments: Any remaining contract amount will be rolled in to FY25.
DocuSign Routing
Route for Signature Name Email Address
Contractor Ryan Gibson ryan@arboremploymentlaw.com
City of Tigard Shelby Rihala shelbyr@tigard-or.gov
Final Distribution
Contractor Ryan Gibson ryan@arboremploymentlaw.com
Project Manager Shelby Rihala shelbyr@tigard-or.gov
Project Manager
Buyer Rosie McGown rosie.mcgown@tigard-or.gov
Contract Number 32400043
CITY OF TIGARD, OREGON
PERSONAL SERVICES CONTRACT
LEGAL SERVICES: WORKPLACE INVESTIGATION
THIS AGREEMENT made and entered into this 1st day of May 2024 by and between the City of
Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Arbor
Employment Law, hereinafter called Contractor.
RECITALS
WHEREAS, the City’s 2023-24 fiscal year budget provides for legal services; and
WHEREAS, City has need for the services of a company 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. SERVICES TO BE PROVIDED
Contractor will initiate services immediately upon receipt of City’s notice to proceed together
with an executed copy of this Agreement. Contractor agrees to complete work that is detailed
in Exhibit A, the terms of which are incorporated in full herein by reference.
2. EFFECTIVE DATE AND DURATION
This Agreement is effective upon the date of execution and expires on July 30, 2024 or when
all services and complete and final payment made, whichever is sooner, unless otherwise
terminated or extended.
3. COMPENSATION
The maximum that Contractor may be paid on this Agreement is Twenty Thousand Dollars
($20,000.00) (hereafter the “not to exceed” amount.). The “not to exceed” amount includes
all payments to be made pursuant to this Agreement, including reimbursable expenses, if any.
Nothing in this Agreement requires the City to pay for work that does not meet the standard
of care that would ordinarily be used by similar professionals in this community in similar
circumstances or other requirements of the Agreement. The actual amount to be paid to
Contractor may be less than the “not to exceed” amount.
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 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.
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C. Contractor must make payments promptly, as due, to all persons supplying labor or
materials for the performance of the work provided for in this Agreement.
D. 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.
E. Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
F. Contractor will pay all contributions or amounts due the Industrial Accident Fund from
the contractor or any subcontractor.
G. 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, City’s Finance Director may pay such claim and charge the amount of the payment
against funds due or to become due the Contractor. The payment of the claim in this
manner does not relieve Contractor or their surety from obligation with respect to any
unpaid claims.
H. 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.
I. 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.
J. Contractor must obtain, prior to the execution of any performance under this Agreement,
a City of Tigard Business License. The Tigard Business License is based on a calendar
year with a December 31st expiration date. New businesses operating in Tigard after June
30th of the current year will pay a pro-rated fee though the end of the calendar year.
K. 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.
4. OWNERSHIP OF WORK PRODUCT
City is the owner of and is entitled to possession of any and all final work products of
Contractor which result from this Agreement, prior to termination of this Agreement by
Contractor or upon completion of the work pursuant to this Agreement.
5. 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
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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
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.
6. 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.
7. 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 their
normal charge for the type of service provided.
8. PROFESSIONAL STANDARDS
City has relied upon the professional ability and training of Contractor as a material
inducement to enter into this Agreement. Contractor represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
as the requirements of applicable federal, state, and local laws, it being understood that
acceptance of a Contractor’s work by City will not operate as a waiver or release.
9. INSURANCE
Contractor and its subcontractors must maintain insurance acceptable to City in full force and
effect throughout the term of this contract. 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.
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The policy or policies of insurance maintained by the Contractor must provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Contractor will obtain, at Contractor’s expense, and keep in effect during the term of this
contract, Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an “occurrence” form (CG 2010 1185 or equivalent). The following insurance
will be carried:
Coverage Limit
General Aggregate $2,000,000
Products-Completed Operations Aggregate $2,000,000
Personal & Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $50,000
B. Professional Liability
Contractor must obtain, at Contractor’s expense, and keep in effect during the term of this
contract, Professional Liability Insurance as required by the Oregon State Bar Professional
Liability Fund, covering any damages caused by any actual or alleged negligent act, error, or
omission in the rendering of or failure to render Professional Services.
C. Commercial Automobile Insurance
Contractor must also obtain, at Contractor’s expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an “occurrence” form. The Combined Single
Limit per occurrence may not be less than $2,000,000.
If Contractor uses a personally owned vehicle for business use under this contract, the
Contractor will obtain, at Contractor’s expense, and keep in effect during the term of the
contract, business automobile liability coverage for all owned vehicles on an “occurrence”
form. The Combined Single Limit per occurrence may not be less than $2,000,000.
D. 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.
E. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company
deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M. Best rating of "A-VII" or better, or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
F. 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
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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.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract, Contractor will furnish a
Certificate of Insurance to the City. No contract 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 contract and include a copy of Additional Insured
Endorsement. A renewal certificate will be sent to the below address prior to coverage
expiration.
H. 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.
I. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability, professional liability, pollution, and errors and omissions policies required by this
Agreement.
A certificate in form satisfactory to the City certifying to the issuance of such insurance
will be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
contractspurchasing@tigard-or.gov
At the discretion of the City, a copy of each insurance policy, certified as a true copy by
an authorized representative of the issuing insurance company, may be required to be
forwarded to the above address.
Such policies or certificates must be delivered prior to commencement of the work. 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.
10. 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:
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CITY OF TIGARD ARBOR EMPLOYMENT LAW
Attn: Shelby Rihala Attn: Ryan Gibson
Address: 13125 SW Hall Blvd
Tigard, OR 97223
Address: 200 SW Market St. Ste 900
Portland, OR 97201
Phone: (503) 718-2579 Phone: (503) 477-7789
Email: shelbyr@tigard-or.gov Email: ryan@arboremploymentlaw.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.
11. SURVIVAL
The terms, conditions, representations, and warranties contained in this Agreement survive
the termination or expiration of this Agreement.
12. MERGER
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement will be effective unless and until it is made in
writing and signed by both parties.
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.
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.
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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.
B. 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. ACCESS TO RECORDS
City will have access to such books, documents, papers and records of Contractor as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
16. HAZARDOUS MATERIALS
Contractor will comply with all federal Occupational Safety and Health Administration
(OSHA) requirements and all Oregon safety and health requirements. In accordance with
OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided
under this Agreement may release, or otherwise result in an exposure to, a hazardous chemical
under normal conditions of use (for example, employees of a construction contractor working
on-site), it is the responsibility of Contractor to provide the City with the following
information: all applicable Safety Data Sheets, the identity of the chemical/s, how Contractor
will inform employees about any precautions necessary, an explanation of any labeling system,
and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or
mark such goods.
17. FORCE MAJEURE
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
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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.
18. NON-WAIVER
The failure of City to insist upon or enforce strict performance by Contractor 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.
19. HOURS OF LABOR, PAY EQUITY
In accordance with ORS 279B.235, the following are hereby incorporated in full by this
reference:
A. 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 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.
B. 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.
C. 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.
D. 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.
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;
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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.
21. ERRORS
Contractor will perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
22. EXTRA (CHANGES) WORK
Only the City’s Project Manager for this Agreement may change or authorize additional work.
Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to
adjust the contract price or contract time due to such unauthorized extra work and Contractor
will not be entitled to compensation for the performance of unauthorized work.
23. 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.
24. 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.
25. 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.
26. CONFLICT BETWEEN TERMS
In the event of a conflict between the terms of this Agreement and Contractor’s proposal, this
Agreement will control. In the event of conflict between a provision in the main body of the
Agreement and a provision in the Exhibits, the provision in the main body of the Agreement will
control.
27. AUDIT
Contractor will maintain records to assure conformance with the terms and conditions of this
Agreement and to assure adequate performance and accurate expenditures within the contract
period. Contractor agrees to permit City, the State of Oregon, the federal government, or
their duly authorized representatives to audit all records pertaining to this Agreement to assure
the accurate expenditure of funds.
28. 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
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responsibility, in which case the adversely affected party may request renegotiation of the
Agreement and, if negotiations fail, may terminate the Agreement.
29. COMPLIANCE WITH TAX LAWS
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.
IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by
their duly authorized officials.
CITY OF TIGARD ARBOR EMPLOYMENT LAW
By: __________________________________
By: __________________________________
Name: _______________________________
Name: _______________________________
Title: ________________________________
Title: ________________________________
Date: ________________________________
Date: ________________________________
DocuSign Envelope ID: 3E1906B4-1DD1-4E20-864C-CE914A10E4EB
Ryan Gibson
Attorney
5/1/2024
X
Shelby Rihala
5/8/2024
City Attorney
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EXHIBIT A
SERVICES TO BE PROVIDED
See attached workplace investigation engagement letter from Arbor Employment Law, PC.
DocuSign Envelope ID: 3E1906B4-1DD1-4E20-864C-CE914A10E4EB
EXHIBIT A 200 SW Market Street, Suite 900, Portland, Oregon 97201
main 503.832.7075 fax 503.836.3710 www.arboremploymentlaw.com
April 30, 2024
ATTORNEY-CLIENT COMMUNICATION
Shelby Rihala
City of Tigard
13125 SW Hall Blvd.
Tigard, OR 97223
shelbyr@tigard-or.gov
Re: Workplace Investigation Engagement Agreement
Dear Shelby:
This letter will confirm that you have asked me, through Arbor Employment Law, to conduct a
workplace investigation. This letter sets out the terms of our agreement related to the investigation. If
you agree to these terms, sign and date where indicated on the last page and PDF back to me, or simply
confirm acceptance via email if that’s easier.
Scope of Investigation. As has been discussed, The City of Tigard (“The City”) engages me in
the form of conducting an impartial workplace investigation. These investigation services will be
protected by the attorney-client privilege and/or work product doctrine, subject to applicable law, unless
The City chooses to waive these privileges.
I will conduct the investigation into the relevant factual circumstances as needed and make
findings related to those facts as requested by you. As part of the investigation, I may review relevant
documents and interview employees or other persons. You agree to make employees of The City
reasonably available for interviews, and to provide copies of relevant documents or respond to other
requests for information reasonably relevant to the investigation. At the conclusion of the investigation
and if requested, I will prepare a written report with my factual conclusions and findings. I will make
myself reasonably available to discuss or answer questions as needed.
I will endeavor to conduct the investigation effectively and efficiently. However, I do not and
cannot make guarantees or promises in advance concerning the amount of time required, or the outcome
of the investigation.
Fees, Costs, and Invoicing. My hourly rate for this workplace investigation is $350.00. I will
bill at this rate for all work I perform during the investigation, including interviewing witnesses,
participating in telephone conferences, traveling to/from and attending meetings or interviews,
preparing, analyzing, and reviewing correspondence or documents, and preparing a written investigation
report or other memoranda as requested.
If I incur costs or expenses in the course of conducting the investigation, I will invoice those
reasonable costs to you at actual cost and without mark-up or handling charges. These may include out-
of-town travel expenses, messenger and other delivery services, transcription of recorded interviews,
DocuSign Envelope ID: 3E1906B4-1DD1-4E20-864C-CE914A10E4EB
EXHIBIT A
______________
Shelby Rihala
The City of Tigard
April 30, 2024
Page 2
and similar items. I generally do not charge for routine photocopying, postage, long-distance phone or
fax charges, or legal research fees.
I will send monthly invoices for fees and reasonable costs or expenses incurred, which can be
paid by check or credit card. Monthly invoices will include a description, the date and amount of time
(in increments of 1/10th of an hour) of services performed.
I have not made, and cannot make, any guarantees about total fees or costs that may be incurred
related to your matter.
Staffing. I will be the person primarily responsible for your matter. As a general matter, I may
delegate work to others as appropriate and consistent with the efficient and cost-effective handling of
your matter. That includes my paralegal; her hourly rate is $225.00. I may also delegate specific tasks to
others including contract attorneys, consultants, vendors, or other professionals outside my firm. At all
times, I remain responsible for supervision and overall strategy, direction, and quality control in all
aspects of handling your matter. I take all reasonable steps to ensure that any outside vendor or other
contract professional used will protect client confidentiality.
Subpoenas and Testimony. Occasionally, workplace disputes that are the subject of an
investigation like this can later result in litigation. Based on our discussions to date, we do not know
whether that will happen here. If, after conclusion of the investigation, should the need arise for me to
respond to any subpoena, or otherwise provide testimony in connection with this matter, The City agrees
to compensate me at my hourly rate for time spent responding to any subpoena or preparing for or
providing related testimony.
Indemnification. If litigation or threatened litigation later results related to the factual
circumstances that are the subject of the investigation, or to the investigation itself, sometimes the
investigator may also be named as a defendant in any such action. This can occur even where the
investigator has not, in fact, acted improperly or unlawfully. Further, depending on what claims are
asserted, any such action may not be covered by my professional malpractice insurance. Therefore, as
set out in this section The City agrees to defend, indemnify, and hold me and my firm harmless from and
against any claims asserted by any person who is interviewed in this investigation or is the subject of
the investigation against me or my firm and which arise out of the factual circumstances that are the
subject of the investigation or out of the investigation itself, and involving allegations of employment
discrimination, harassment, retaliation, aiding and abetting discrimination, or allegedly tortious conduct
such as intentional infliction of emotional distress, intentional interference with economic relations, or
assault (“Claims”). The City also agrees to provide and advance costs related to any legal representation
or defense required to defend me or my firm against any Claims. However, in the event The City
indemnifies me and advances costs as set out in this section and it is ultimately determined after a full
and final adjudication and judgment on the merits, and after all appeals are exhausted, that I did, in fact,
engage in unlawful conduct as alleged in any Claims, I agree to repay to The City any defense costs so
advanced under this section, and be fully and personally liable for any such judgment against me. The
right to indemnification in this section specifically does not apply to (i) any Claims against me or my
DocuSign Envelope ID: 3E1906B4-1DD1-4E20-864C-CE914A10E4EB
EXHIBIT A
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Shelby Rihala
The City of Tigard
April 30, 2024
Page 3
firm to the extent they are covered by my own professional, malpractice, or other business insurance, or
(ii) a claim made by The City against me or my firm for any loss, liability, damage, or expense for
professional malpractice related to my conduct in the investigation.
Termination of Engagement. The representation will continue until the matter is concluded,
although either of us may decide to end the attorney-client relationship at any time and with reasonable
notice, and subject to any court approval, if needed. If either of us ends the representation, I will invoice
you for any work performed up to that date.
If you agree with the terms of representation as set out in this letter, please sign and date where
indicated below and return it to me at your earliest convenience, or simply respond via email to confirm.
I look forward to conducting a thorough, fair, and impartial workplace investigation and in
working with you in that process. If you have any questions about this engagement at any time, please
let me know.
Very truly yours,
Ryan Gibson
I accept these terms and conditions of this investigation:
________________
For The City of Tigard Date
DocuSign Envelope ID: 3E1906B4-1DD1-4E20-864C-CE914A10E4EB
5/8/2024