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Jordan, Schrader, Ramis ~ C110020 City of Tigard May 25, 2016 Jordan, Ramis PC Attn: Tim Ramis,Vice President Two Centerpointe Dr 611, Floor Lake Oswego, OR 97035 REF.: City Attorney Services Contract Extension of Contract Dear Mr. Ramis The City of Tigard would like to extend the agreement through December 31, 2016 as stated in Amendment #2 executed on February 22, 2016. This extension shall be governed by the specifications,pricing, and the terms and conditions set forth per the above referenced Contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. You may keep a copy for your records. The City looks forward to doing business with Jordan Ramis,PC. Sincerely, r Jamie Greenberg Purchasing Assistant 503-718-2492 jamie@dgard-or.gov I/We hereby acknowledge acceptance of this Contract extension, and agree to be bound by all requirements, terms,and conditions as set forth in the above re erenced Contra t. Company: Cct.+ ,z��,_S �� Signed: V 1 l!' Printed: CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT CITY ATTORNEY SERVICES CONTRACT C110020 AMENDMENT #2 The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Jordan,Ramis PC,hereinafter referred to as Contraeta Attorney, entered into on the 8' day of March, 2011,is hereby amended as follows: 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon the date of execution, and shall expire, unelss otherwise terminated, on April 1, 2016 July 31, 2016. in accordanee with the City's The City and Attorney may agree to extend this Agreement through December 31, 2016 as needed for City services. EXHIBT A SERVICES TO BE PROVIDED Legal Counsel will be responsible for City legal representation as authorized by City Council. Authorization to perform specific tasks will come from the Mayor, City Council, City Manager, or other persons directly authorized by the Mayor, City Council, or the City Manager. aet as lead attaffiey. The lead atter-tiey wi14 be r-eqttir-ed to attend F& City Geth-ie I lfi t lead attemey-t-o Lh- '--tings. Legal Counsel wffl ad-vise the City Manager with appropfiate notice if ither the lead attofney ner the backtip lead attomey is available for a City Council .Legal Counsel shall be required to attend all City Council Business meetings and other meetings as requested bX the City Manager. Attorney attendance at Council meetings shall be determined by the City Manager and based on the agenda. The attorney primarily involved in the majority of or most significant agenda items shall be the designated attorney for that meeting. To the greatest extent possible, only one attorney shall attend each Council meeting. 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 JORDAN,RAMIS PC Signature Signature Printed Name Printed Name Date Date Lake Oswego Vancouver Bend JORDAN Two Centerpointe Dr.,6th Floor 1499 SE Tech Center PI.,#380 360 SW Bond St.,Suite 510 Lake Oswego,OR 97035 Vancouver,WA 98683 Bend,OR 97702 503-598-7070 360-567-3900 541-647-2979 ATTORNEYS AT LAW www.jordanramis.com HAND DELIVERY July 14, 2015 Marty Wine City of Tigard 13125 SW Hall Blvd Tigard OR 97223 Re: Disclosure and Informed Consent City of Tigard / Home Builders Association of Metropolitan Portland Our File No. 50014-36798 Dear Marty: You have asked us to represent the City of Tigard ("Tigard") in two lawsuits brought by the Home Builders Association of Metropolitan Portland (the "HBA"), challenging system development charges adopted in Tigard Ordinance No. 15-08 and Resolution No. 15-15 (Washington County Circuit Court Case Nos. C15-2980 and C15-2979) (collectively, the "Project"). We also represent the HBA's interest in another lawsuit, not involving system development charges, involving an appeal of a Public Utility Commission order, currently before the Court of Appeals ("Matters"). We believe that we can represent Tigard on the Project, if both Tigard and the HBA consent to this representation. While we may represent Tigard on other matters involving the HBA in the future, the scope of this notice and consent letter is limited exclusively to the Project. This letter is a request for your written consent, as discussed above, regarding the potential "conflict of interest" arising out of the Project. We propose to represent Tigard on this Project, while also continuing to represent the HBA on its Matters. We are requesting separate written consent from the HBA to this same proposal. The Oregon Rules of Professional Conduct ("RPC") prohibit an attorney from representing multiple clients if that representation creates a conflict of interest. The prohibition applies unless the clients both provide informed consent in writing to the representation. Consequently, we can only represent Tigard in this matter if both Tigard and the MBA give informed consent confirmed in writing. RPC 1.0 provides in relevant part: (b) "Confirmed in writing," when used in reference to the informed consent of a person, denotes informed consent that is given in writing by the person or a writing that a lawyer promptly transmits to the person confirming an oral informed consent . . . . If it is not feasible to obtain or transmit the writing at the time the person gives informed consent, then the lawyer must obtain or transmit it within a reasonable time thereafter. (g) "Informed consent" denotes the agreement by a person to a proposed course of conduct after the lawyer has communicated adequate information and 50014-36798 1255038 1 DOC)(ORF17/14/2015 J O RDAN RAM I S Pc ATTORNEYS AT LAW Marty Wine July 14, 2015 Page 2 explanation about the material risks of and reasonably available alternatives to the proposed course of conduct. Additionally, the RPCs prohibit one attorney or the same law firm from representing two (or more) clients when their interests are directly in conflict. Explanation of conflict. Except as provided in RPC 1.7(b), RPC 1.7(a) prohibits a lawyer or the same law firm from representing two (or more) clients if the representation involves a current conflict of interest. Under this rule a current conflict exists if one of two situations is present: 1) representation of one client is directly adverse to another client; or 2) there is a significant risk that representation of one client will be materially limited by the lawyer's responsibility to another client. Risk of material limitation. In deciding whether or not to consent, you should also determine whether the dual representation presents a "significant risk" of a "material limitation" on our ability to represent Tigard on the Project. For example, clients who are asked to waive or consent to a conflict typically should consider whether there is a risk that "their" lawyer will be less zealous or eager on their behalf due to the representation of the other client. Similarly, clients should consider whether there is a risk that the lawyer could use the client's confidences or secrets adversely to the client. We believe, under the proposal outlined in this letter, there is no risk of material limitation. However, you must evaluate any risk yourself before providing the requested consent. Consent. RPC 1.7(b) provides that notwithstanding the existence of a current conflict of interest under paragraph (a), a lawyer may represent a client if: (1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; (3) the representation does not obligate the lawyer to contend for something on behalf of one client that the lawyer has a duty to oppose on behalf of another client; and (4) each affected client gives informed consent, confirmed in writing. Notwithstanding the identified conflict of interest, we seek your consent to our limited representation of Tigard pursuant to RPC 1.7(b). Provided that we restrict our scope of work as outlined in this letter, we believe we can undertake the proposed representation. Using the RPC 1.7(b) analysis, (1) we believe that we will be able to provide competent and diligent representation to each affected client; (2) the proposed representation is not prohibited by law; and (3) our work on the Project would not obligate us to contend for something on behalf of one client that we would have a duty to oppose on behalf of the other client. If an unforeseen conflict arises that prevents us from effectively representing Tigard with regard to the Project, we would be forced to disengage from representation, and could not represent either Tigard or the HBA with respect to the Project. However, Tigard understands and agrees that we would continue our representation of Tigard on all other Tigard matters and the HBA on their Matters. 50014-36798 1255038 1.DOCXIDRFl7/14/2015 JORDAN RAMI S Pc ATTORNEYS AT LAW Marty Wine July 14, 2015 Page 3 Under the RPC, we are also prohibited from representing Tigard, adversely to the HBA without your consent if, during the course of our prior representation of any client we learned any confidential information that could be used adversely to that client in our work on the Project. We do not believe this is an issue. We are required by RPC 1.0(g) to recommend that each of you seek independent legal advice to help you determine whether your consent should be given. Whether you do so is up to you. Please give me a call if you have any questions or concerns. Sincerely, JORDAN RAMIS PC Timothy V. Ramis Admitted in Oregon tim.ramis@jordanramis.com OR Direct Dial (503) 598-5573 By signature below, Tigard hereby consents to the representation by Jordan Ramis Pc as set forth above: [name] Title: n e� Date: 7. 14-2-0 50014-36798 1255038 1.DOCXIDRF/7/14/2015 City of Tigard CONTRACT CHANGE ORDER/ 13123 SW Hall Blvd. AMENDMENT SUMMARY Ted,Oregon 97223 Phone- (503) 639-4171 FIELD CHANGE ORDER FORM Fax- (303) 684-7297 19 I d-or. ov Project Title: City Attorney Services Project Manager: Marty Wine Contractor: Jordan Ramis,PC -Original Contract #: C110020 Effective Dates: 04/15/2015-04/01/2016 Change Order/Amendment Amount: $ Hourly Rate Onl Accounting String: Amendment Percentage Running Total: % AMENDMENT DETAILS This amendment changes the hourly rate for the Attorneys,Paralegals and Project Assistants. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDER/AMENDMENT REQUESTING PROJECT MANAGER APPRO CITY STAFF r 7 Signature Signature /(0 2,u Date Date Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules, regulations, and laws that may be in effect for Signature the work. The unit pricing in the original contract shall apply to all additional work. A copy of this form, once completed, is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember—the cumulative total of Amendments cannot exceed the project's FY budget. Date CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT CITY ATTORNEY SERVICES CONTRACT CONTRACT#C110020 AMENDMENT #1 The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Jordan, Stet, Ramis PC, hereinafter referred to as Contractor, entered into on the 8`h day of March,2011,is hereby amended as follows: 3. COMPENSATION B. Hourly Rates Attorneys 210/hour Paralegals 3 170/hour Project Assistants S-50160/hour The Parties may, by mutual agreement, adjust these rates each year upon written mutual acceptance. Any proposed new price must be requested in writing sixty(60) days prior to April 151. 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. CITT�YY OF TIGARD JORDAN,RAMIS PC I I4,t7� Z�&- Signature S4Wature Printed Name Printed Name 4, /lp. yrs `l ts��5 Date Date a CITY OF TIGARD,OREGON CITY ATTORNEY SERVICES CONTRACT TIGARD THIS AGREEMENT made and entered into this Sth day of March,2011 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Jordan, Schrader, Ramis PC hereinafter called Legal Counsel. RECITALS WHREAS,the City's 2010-2011 Fiscal Year budget provides for services related to City Attorney Services;and WHEREAS City has need for the services of an attorney fern with a particular training, ability,knowledge, and experience possessed by Legal Counsel,and WHEREAS City has determined that Legal Counsel 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. LEGAL SERVICES TO BE PROVIDED Legal Counsel shall initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Legal Counsel agrees to complete work that is detailed in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City will be contained in subsequent scope of work as needed. 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise terminated, on April 1, 2016. In accordance with the City's best practice, the total duration of this agreement may not exceed five (5)years. 3. COMPENSATION A. The City agrees to pay Legal Counsel in accordance with this section for performance of services described herein. Payment shall be based upon a detailed monthly billing showing work performed and identifying specific legal matters worked on. B. Hourly Rates Attorneys $195/hour Paralegals $155/hour Project Assistants $50/hour The Parties may, by mutual agreement, adjust these rates each year upon written mutual acceptance. Any proposed new price must be requested in writing sixty (60) days prior to April 1St. C. The direct cost for such items as long distance charges, messenger services,printing,mileage (at the contract year's IRS approved rate), copy charges, faxes, and the like will be billed to the City with no markup or overhead charge added. Mileage for trips between Legal Counsel's office(s) and the City offices shall not be charged to the City. RFP—(insert title) Page 1 Close—(insert day of week,date,and time) D. Payment will be made in installments based on Legal Counsel's invoice, subject to the approval of the City Manager, or designee, and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. E. Payment by City shall release City from any further obligation for payment to Legal Counsel, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. F. Legal Counsel shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. G. Legal Counsel shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. H. Legal Counsel shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. I. If Legal Counsel fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Legal Counsel 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 Legal Counsel. The payment of the claim in this manner shall not relieve Legal Counsel or their surety from obligation with respect to any unpaid claims. J. Legal Counsel shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. K. Legal Counsel shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Legal Counsel or all sums which Legal Counsel agrees to pay for such services and all moneys and sums which Legal Counsel collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. L. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 4. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Legal Counsel which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Legal Counsel prior to termination of this Agreement by Legal Counsel or upon completion of the work pursuant to this Agreement. 5. ASSIGNMENT/DELEGATION Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Legal Counsel shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractors nor anything contained herein shall be deemed to create any contractual relation between the subcontractors and City. City -Attorney Services 2011-2016 Page 2 6. STATUS OF LEGAL COUNSEL AS INDEPENDENT LEGAL COUNSEL Legal Counsel certifies that: A. Legal Counsel acknowledges that for all purposes related to this Agreement, Legal Counsel is and shall be deemed to be an independent Legal Counsel as defined by ORS 670.700 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore, in the event that Legal Counsel is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Legal Counsel under the terms of this Agreement, to the full extent of any benefits or other remuneration Legal Counsel 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 Legal Counsel or to a third party) as a result of said finding. B. The undersigned Legal Counsel 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 Legal Counsel, 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,Legal Counsel 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. Legal Counsel 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. C. Legal Counsel certifies that it currently has a City business license or will obtain one prior to delivering services under this Agreement. D. Legal Counsel is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. INDEMNIFICATION City has relied upon the professional ability and training of Legal Counsel as a material inducement to enter into this Agreement. Legal Counsel warrants that all 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 Legal Counsel's work by City shall not operate as a waiver or release. Legal Counsel agrees to indemnify and defend the City, its officers, agents and employees and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments or other costs or expenses including attorney's fees and witness costs and (at both trial and appeal level, whether or not a trial or appeal ever takes place) that may be asserted by any person or entity which in any way arise from, during or in connection with the performance of the work described in this contract, except liability arising out of the sole negligence of the City and its employees. Such indemnification shall also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any City Attorney Services 2011-2016 Page 3 reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. 8. INSURANCE Legal Counsel and any subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Legal Counsel's activities or work hereunder, including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Legal Counsel and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Legal Counsel shall obtain, at Legal Counsel'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 (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will.be carried: Coverage Limit General Aggregate 4,000,000 Products-Completed Operations Aggregate 1,000,000 Personal&Advertising Injury 1,000,000 Each Occurrence 2,000,000 Fire Damage (Any one fire) 50,000 Medical Expense (Any one person) 5,000 B. Legal Errors & Omissions/Lawyers Professional Liability Insurance Legal Counsel shall obtain, at Legal Counsel's expense, and keep in effect during the term of this contract, Legal Errors & Omissions/Lawyer's Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts. This coverage shall include Annual Aggregate& Per Occurrence limits of$2,000,000 per attorney. C. Commercial Automobile Insurance Legal Counsel shall also obtain, at Legal Counsel'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. The Combined Single Limit per occurrence shall not be less than $2,000,000. D. Workers' Compensation Insurance The Legal Counsel, its subcontractors, if any, and all employers providing work, labor, or materials under this Contract that are subject employers under the Oregon Workers' Compensation Law shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Legal Counsels who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers shall provide Employer's Liability Insurance with coverage limits of not less than$500,000 each accident. City Attorney Services 2011-2016 Page 4 E. Additional Insured Provision The Commercial General Liability Insurance and Commercial Automobile Insurance policies and other policies the City deems necessary shall include the City, its officers, directors, and employees as additional insureds with respect to this contract. F. Extended Reporting Coverage If any liability insurance required by this contract is arranged on a "claims made" basis, Extended Reporting coverage will be required at the completion of this contract to a duration of 24 months or the maximum time period the Legal Counsel's insurer will provide if less than 24 months. Legal Counsel will be responsible for furnishing certification of Extended Reporting coverage for 24 months following contract completion. Continuous "claims made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. G. Notice of Cancellation There shall be no cancellation, material change, exhaustion of aggregate limits or intent not to renew insurance coverage without 30 days written notice to the City. Any failure to comply with this provision will not affect the insurance coverage provided to the City. The 30 days notice of cancellation provision shall be physically endorsed on to the policy. H. Insurance Carrier Rating Coverages provided by the Legal Counsel must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. I. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Legal Counsel shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this contract. J. Independent Legal Counsel Status The service or services to be rendered under this contract are those of an independent Legal Counsel. K. Primary Coverage Clarification The parties agree that Legal Counsel's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. L. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability and pollution policies required by this contract. Legal Counsel's insurance policy shall contain provisions that such policies shall not be canceled or their limits of liability reduced without thirty (30) days prior notice to City. A copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company, or at the discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of such insurance shall be forwarded to: City Attorney Services 2011-2016 Page 5 City of Tigard Attn: Loreen Mills,Assistant to the City Manager 13125 SW Hall Blvd. Tigard, Oregon 97223 Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance shall not be construed to limit Legal Counsel's liability hereunder. Notwithstanding said insurance, Legal Counsel shall be obligated for the total amount of any damage, injury,or loss caused by negligence or neglect connected with this contract. 9. METHOD & PLACE OF SUBMITTING NOTICE,BILLS AND PAYMENTS All notices, bills and payments shall be made in writing and may be given by personal delivery, mail or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: TA NCRYDRRMPC Attn: Craig Prosser, City Manager Attn: Tim Ramis,Vice President Address: 13125 SW Hall Blvd., Address: Two Centerpointe Drive, 6`h Floor Tigard, Oregon 97223 Lake Oswego, Oregon 97035 Phone: (503) 718-2486 Phone: (503) 598.7070 Fax: (503) 684-7297 Fax: (503) 598.7373 Email Address: craig@tigard-or.gov Email: tim.ramis �jordanschrader.com and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices, bills and payments shall 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. 10. MERGER This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 11. PROFESSIONAL SERVICES The City requires that services provided pursuant to this agreement shall be provided to the City by a Legal Counsel that does not represent clients on matters contrary to City interests. Further, Legal Counsel shall not engage services of an attorney and/or other professional who individually, or through members of his/her same firm,represents clients on matters contrary to City interests. Should the Legal Counsel represent clients on matters contrary to City interests or engage the services on an attorney and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests, Legal Counsel shall consult with the appropriate City representative regarding the conflict. After such consultation, the Legal Counsel shall have seven (7) days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 13 (B) (3) of this agreement. City Attorney Services 2011-2016 Page 6 12. TERMINATION WITHOUT CAUSE At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Legal Counsel. If City terminates the contract pursuant to this paragraph,it shall pay Legal Counsel for services rendered to the date of termination. 13. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Legal Counsel, 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 Legal Counsel,its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Legal Counsel becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Legal Counsel, if a receiver or trustee is appointed for Legal Counsel,or if there is an assignment for the benefit of creditors of Legal Counsel. Any such termination of this agreement under paragraph (a) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City,by written notice of default (including breach of contract) to Legal Counsel,may terminate the whole or any part of this Agreement: 1) If Legal Counsel fails to provide services called for by this agreement within the time specified herein or any extension thereof,or 2) If Legal Counsel fails to perform any of the other provisions of this Agreement, or so 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. 3) If Legal Counsel fails to eliminate a conflict as described in Section 11 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Legal Counsel shall not be 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, Legal Counsel shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Legal Counsel bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Legal Counsel. Damages for City Attorney Services 2011-2016 Page 7 breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees,and other costs of litigation at trial and upon appeal. 14. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Legal Counsel as are directly pertinent to this Agreement for the purpose of making audit,examination,excerpts and transcripts. 15. BAR MEMBERSHIP/OCAA MEMBERSHIP REQUIREMENTS Legal Counsel is responsible for maintaining Legal Counsel's professional standing as a member of the Oregon State Bar Association and the Oregon City Attorney's Association. 16. FORCE MNEURE Neither City nor Legal Counsel shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of Legal Counsel or supplies due to such cause; provided that the parties so disenabled shall 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 shall not be the basis for a claim for additional compensation. Each party shall,however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 17. NON-WAIVER The failure of City to insist upon or enforce strict performance by Legal Counsel 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. 18. NON-DISCRIMINATION Legal Counsel agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Legal Counsel also shall comply with the Americans with Disabilities Act of 1990, ORS 659.425,and all regulations and administrative rules established pursuant to those laws. 19. ERRORS Legal Counsel shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 20. EXTRA(CHANGES)WORK Only the Mayor or City's Project Manager for this Agreement, Craig Prosser, City Manager, may authorize extra (and/or change) work. Failure of Legal Counsel to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Legal Counsel thereafter shall be entitled to no compensation whatsoever for the performance of such work. City Attorney Services 2011-2016 Page 8 21. WARRANTIES All work shall be guaranteed by Legal Counsel for a period of one year after the date of final acceptance of the work by the owner. Legal Counsel warrants that all practices and procedures,workmanship and materials shall be the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore shall relieve Legal Counsel from liability under warranties contained in or implied by this Agreement. 22. ATTORNEY FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs, including attorney's fees and court costs on appeal. 23. GOVERNING LAW The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 24. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Legal Counsel shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers compensation insurance, health care payments, payments to employees and contractors and income tax withholding contained in ORS Chapter 279B, the provisions of which are hereby made a part of this agreement. 25. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 26. AUDIT Legal Counsel shall 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. Legal Counsel 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. 27. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 28. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, seller must make payment promptly as due to persons supplying Legal Counsel labor or materials for the execution of the work provided by this order. Legal Counsel must pay all contributions or amounts due from Legal Counsel to the Industrial Accident Fund incurred in the performance of this order. Legal Counsel shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Legal Counsel further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. City Attorney Services 2011-2016 Page 9 29. HOURS OF LABOR If labor is performed under this order, then no person shall be employed for more than eight (8) hours in any one day, or forty (40) hours in any one week, except in cases of necessity, or emergency or where the public policy absolutely requires it, and in such cases, except cases of contracts for personal services as defined in ORS 279A.055, the labor shall be paid at least time and a half for all overtime in excess of eight (8) hours a day and for all work performed on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for personal services as defined in ORS 279A.055,any labor shall be paid at least time and a half for all hours worked in excess of forty (40) hours in any one week, except for those individuals excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209. 30. MEDICAL CARE AND WORKERS'COMPENSATION Legal Counsel shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury, to the employees of such Legal Counsel, of all sums which the Legal Counsel agrees to pay for such services and all moneys and sums which the Legal Counsel collected or deducted from the wages of the employees pursuant to any law, Legal Counsel agreement for the purpose of providing or paying for such service. 31. COMPLETE AGREEMENT This Agreement and attached exhibits constitutes the entire Agreement between the parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Legal Counsel, by the signature of its authorized representative, hereby acknowledges that he has read this Agreement,understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City Council has caused this Agreement to be executed by its duly authorized undersigned officer and Legal Counsel has executed this Agreement on the date hereinabove first written. Authorized by Tigard's Local Contract Review Board: March 8,2011 CITY OF TIGARD JORDAN,SCHRADER,RAMIs PC By:B S�^�^"� r ;�, ^�^n^ - Timoth auris, Partner a�=xveeor, e Y sp 4vy: Y C�ra�j,�M ks�xl, T'la.c-r" alick a a, a o , Date Date City Attorney Services 2011-2016 Page 10 EXHIBIT A SERVICES TO BE PROVIDED Legal Counsel will be responsible for City legal representation as authorized by City Council. Authorization to perform specific tasks will come from the Mayor, City Council, City Manager, or other persons directly authorized by the Mayor, City Council, or the City Manager. Awarded Counsel shall appoint an attorney to act as lead attorney. The lead attorney will be required to attend all City Council Business meetings. In the event that the lead attorney is not available for a meeting,Awarded Counsel shall further designate a backup lead attorney to attend the meetings. Legal Counsel will advise the City Manager with appropriate notice if neither the lead attorney nor the backup lead attorney is available for a City Council meeting. SCOPE OF WORK 1. Unless otherwise specified by the Mayor or City Council the Awarded Counsel will be responsible for: a. Legal aspects of general administration of City business, including preparing and providing legal opinions, assist with establishment of correct procedures, drafting and reviewing ordinances, resolutions, contracts, orders, agreements, and other legal documents, and related tasks needed to support City personnel,Mayor, Council, and City Manager. b. Providing sound legal direction on all forms of City business, including but not limited to, the following: 1) Public Financing (excluding bond counsel); 2) Land Use Law; 3) Local Budget Law; J) Codification of Ordinances; 5) Election Laws; 6) Open Meeting Laws; 7) Public Record Laws; 8) Public Contracting; 9) Annexation Law; 10) Public/Private Partnerships; 11) Oregon Revised Statutes; 12) Public Meeting Law;and 13) General Business Law. c. Training of contractor's non-legal personnel in the performance of legally related tasks in order to reduce legal expenses. d. Regular attendance at City Council meetings and attendance at other municipal meetings on request. e. Represent the City during litigation. f. Review City Council packets and provide advice prior to meetings. Review Planning Commission packets when requested and provide timely advice prior to meetings. g. Notify City of changes in state and federal laws that require changes in city codes, ordinances, regulations or policies to remain in compliance with applicable laws. 2. Legal activities such as complex litigation and special project assignments which fall outside of the above categories, and which would include costs exceeding the projections of the city's budget for city attorney services, must be authorized by the City Council. Awarded Counsel and the City Manager will regularly review the level of expenditures on city attorney services and will prioritize projects in order to stay within budgeted amounts. City Attorney Services 2011-2016 Page 11 3. The awarded Counsel will coordinate with the City Manager and department heads, but within the chain of command shall report directly to the City Council. In this regard, in the event a conflict develops between the Council and City Manager, the Awarded Counsel will represent the Council but will notify the City Manger at first knowledge of a conflict. 4. The City reserves the right in appropriate situations to retain separate outside counsel. It is recognized that the City presently utilizes other law firms to provide representation in personnel issues, labor relations,bond Counsel, and water related matters (i.e.,water rights,water supply). City Attorney Services 2011-2016 Page 12 CITY OF TIGARD, OREGON ATTORNEY SERVICES CONTRACT GENERAL LEGAL COUNSEL SERVICES AMENDMENT #2 THE AGREEMENT between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called "City", and Jordan Schrader Ramis PC, hereinafter called "Legal Counsel', entered into on the 21S`day of December, 2005, and amended on October 9, 2007,is hereby amended as follows: EXTENSION OF CONTRACT FOR LEGAL SERVICES The current contract between the City and Legal Counsel expires on December 31, 2010. The City is in the process of soliciting proposals from qualified firms to provide City Attorney Services. In order to allow adequate time to complete the selection process, the City and Legal Counsel agree to extend all of the terms of the existing contract through March 31, 2011. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Lessee has executed this Amendment upon signature and date listed below. CITY OF TIGARD w / JORDAN SCHRADER RAMIS am Name City Manager lgz� Title Title / 12/28/2010 Date Date Contract#t CITY OF TIGARD,OREGON ATTORNEY SERVICES CONTRACT GENERAL LEGAL COUNCIL SERVICES AMENDMENT# 1 THE AGREEMENT between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called "City", and Ramis Crew Corrigan, LLP, hereinafter called "Legal Counsel", entered into on the 215`day of December,2005,is hereby amended as follows: LEGAL COUNSEL NAME As a result of a merger%eenRamis Crew Corrigan, LLP and the firm of Jordan Schrader, the firm name of Legal Counsel shall rdan Schrader Ramis PC. The City shall retain the services of all attorneys assigned to the City primerger. All references to Legal Counsel throughout the aforementioned contract shall now refer to Jordan Schrader Ramis PC. CONTACT INFORMATION Legal Counsel's contact information shall now be as follows: Jordan Schrader Ramis PC Attn: Timothy V. Ramis Two Centerpointe Drive, 6`h Floor Lake Oswego, Oregon 97035 Phone: (503) 598-7070 Fax: (503) 598-7373 www.j ordanschrader.com All other terms and conditions of the Agreement remain in effect as executed. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Lessee has executed this Amendment upon signature and date listed below. CITY TI JORDAN SCHRADE RAMIS v Sig/n�atu ignature l�t�cu —n woo-Lt.-y V l2 4w��1 Printed Na6e Printed Name /0 �07 ( c) ci - y ? Date Date CITY OF TIGARD, OREGON ATTORNEY SERVICES CONTRACT GENERAL LEGAL COUNCIL SERVICES This agreement made and entered into this 21" day of December, 2005 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Ramis Crew Corrigan, LLP hereinafter called Legal Counsel. WITNESSETH WHEREAS, City has need for the services of an attorney firm with the particular training, ability, knowledge, and experience possessed by Legal Counsel; and WHEREAS, City has determined that Ramis Crew Corrigan, LLP is qualified and capable of performing the professional services as City does hereinafter require under those terms and conditions set forth; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. LEGAL SERVICES TO BE PROVIDED Legal Counsel agrees to complete work, which is detailed in Exhibit "A" and by this reference made a part hereof. 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective beginning January 1, 2006, and shall expire, unless otherwise terminated or extended, on December 31, 2008. This agreement may be extended at the agreement of both parties for three (3) additional one (1) year terms. In accordance with the City's Public Contracting Rules the total duration of this agreement may not exceed five (5) years. 3. COMPENSATION A. City agrees to pay Legal Counsel in accordance with this section for performance of services described herein. Payment shall be based upon a detailed monthly billing showing work performed and identifying specific legal matters worked on. B. Hourly Rates The hourly rates shall be as follows: Partners / Of Counsel $165.00 Senior Associates $145.00 Associates $115.00 Law Clerks/Legal Assistants $ 70.00 Secretarial $ 50.00 Page 1 of 12 The parties may by mutual agreement adjust these rates each contract year. Legal Counsel shall submit any proposed new rate structure in writing to the City for its review not less than 60 days prior to the new contract year. C. The direct cost for such items as long distance charges, messenger services, printing, mileage (48.5 cents), copy charges (25 cents per page), faxes (20 cents per page) and the like will be billed to City, with no markup or overhead charge added, except that mileage charges for trips between Legal Counsel's office and City offices shall not be charged to the City. D. Payment by City shall release City from any further obligation for payment to Legal Counsel, for services performed or expenses incurred as of the date of the statement of services. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. E. Payment will be made in installments based on Legal Counsel's invoice, subject to the approval of the City Manager or designee. Payment shall be made only for work actually completed as of the date of the invoice. F. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 4. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Legal Counsel which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Legal Counsel prior to termination of this Agreement by Legal Counsel or upon completion of the work pursuant to this Agreement. 5. ASSIGNMENT/DELEGATION Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and not assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assigrunent of tasks to a subcontractor, Legal Counsel shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. STATUS OF LEGAL COUNSEL AS INDEPENDENT CONTRACTOR Legal Counsel certifies that: A. Legal Counsel acknowledges that for all purposes related to this Agreement, Legal Counsel is and shall be deemed to be an independent contractor as defined by ORS 670.700 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore, in the event that Legal Page 2 of 12 Counsel is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Legal Counsel under the terms of this Agreement, to the full extent of any benefits or other remuneration Legal Counsel receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required or make (to Legal Counsel or to a third party) as a result of said finding. B. The undersigned Legal Counsel 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 Legal Counsel, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. C. Legal Counsel certifies that it currently has a City business license or will obtain one prior to delivering services under this Agreement. D. Legal Counsel is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. INDEMNIFICATION City has relied upon the professional ability and training of Legal Counsel as a material inducement to enter into this Agreement. Legal Counsel warrants that all 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 Legal Counsel's work by City shall not operate as a waiver or release. Legal Counsel agrees to indemnify and defend the City, its officers, agents and employees and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments or other costs or expenses including attorney's fees and witness costs and (at both trial and appeal level, whether or not a trial or appeal ever takes place) that may be asserted by any person or entity which in any way arise from, during or in connection with the performance of the work described in this contract, except liability arising out of the sole negligence of the City and its employees. Such indemnification shall also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. 8. INSURANCE A. Legal Counsel, and its subcontractors, shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Legal Counsel's activities or work hereunder, including the operations of its subcontractors of any tier. Page 3 of 12 B. The policy or policies of insurance maintained by Legal Counsel and its subcontractors shall provide at least the following limits and coverages: 1. Commercial General Liability Insurance Legal Counsel shall obtain, at Legal Counsel'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 (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $2,000,000 Products-Completed Operations Aggregate $1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $1,000,000 Fire Damage (Any one fire) $50,000 Medical Expense (Any one person) $5,000 2. Legal Errors & Omissions/Lawyers Professional Liability Insurance Legal Counsel shall obtain, at Legal Counsel's expense, and keep in effect during the term of this contract, Legal Errors & Omissions/Lawyer's Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts. This coverage shall include Annual Aggregate & Per Occurrence limits of$2,000,000 per attorney. 3. Commercial Automobile Insurance Legal Counsel shall obtain, at Legal Counsel's expense, and keep in effect during the term of this contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than $1,000,000. 4. Workers' Compensation Insurance Legal Counsel its subcontractors, if any, and all employers providing work, labor or materials under this contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Legal Counsel or subcontractors who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $100,000 each accident. Page 4 of 12 5. Additional Insured Provision The Commercial General Liability Insurance and Commercial Automobile Insurance policies and other policies the City deems necessary shall include the City, its officers, directors, and employees as additional insureds with respect to this contract. 6. Extended Reporting Coverage If any liability insurance required by this contract is arranged on a "claims made" basis, Extended Reporting coverage will be required at the completion of this contract to a duration of 24 months or the maximum time period the Legal Counsel's insurer will provide if less than 24 months. Legal Counsel will be responsible for furnishing certification of Extended Reporting coverage for 24 months following contract completion. Continuous "claims made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. 7. Notice of Cancellation There shall be no cancellation, material change, exhaustion of aggregate limits or intent not to renew insurance coverage without 30 days' written notice to the City. Any failure to comply with this provision will not affect the insurance coverage provided to the City. A 30 days' notice of cancellation provision shall be physically endorsed on the policy. 8. Insurance Carrier Rating Coverages provided by the Legal Counsel must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 9. Certificates of Insurance As evidence of the insurance coverage required by this contract, the Legal Counsel shall furnish Certificates of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this contract. A renewal certificate will be sent to the address listed in this section 10 days prior to coverage expiration. 10. Primary Coverage Clarification The parties agree that Legal Counsel's coverage shall be primary to the extent permitted by law. The parties further agree that they consider insurance maintained by the City as excess and not contributory insurance as to the insurance required in this section. Page 5 of 12 11. Cross Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability and professional liability policies required by this contract. Legal Counsel's insurance policy shall contain provision that such policies shall not be canceled or their limits of liability reduced without 30 days prior notice to City. A copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company, or at the discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of such insurance shall be forwarded to: Loreen R. Mills, Risk Manager City of Tigard 13125 SW Hall Blvd. Tigard, OR. 97223 Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance shall not be construed to limit Legal Counsel's liability hereunder. Notwithstanding said insurance, Legal Counsel shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. 9. PROFESSIONAL SERVICES The City requires that services provided pursuant to this Agreement shall be provided to the City by a Legal Counsel which does not represent clients on matters contrary to City interests. Further, Legal Counsel shall not engage services of an attorney and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests. Should Legal Counsel represent clients on matters contrary to City interests or engage the services of an attorney and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests, Legal Counsel shall consult with the appropriate City representative regarding the conflict. After such consultation, the Legal Counsel shall have 30 days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the Agreement may be terminated pursuant to Section 13 of this agreement. 10. METHOD & PLACE OF GIVING NOTICE, SUBMITTING BILLS & MAKING PAYMENTS All notices shall be made in writing and may be given by personal delivery or by mail. Notices sent by mail should be addressed as follows: Page 6 of 12 City of Tigard Ramis Crew Corrigan,LLP Attn: Craig Prosser, City Manager Attn: Timothy V. Ramis Mail: 13125 SW Hall Blvd. Mail: 1727 NW Hoyt Street Tigard, Oregon 97223 Portland, Oregon 97209 Phone: (503) 639-4171 Phone: (503) 222-4402 Fax: (503) 684-7297 Fax: (503) 243-2944 Email Address: crai- ,ti arg d-or.gov Email Address: timr@rcclaners.com and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving written notice pursuant to this paragraph. All bills and payments shall be sent to the attention of the City's Senior Accountant at 13125 SW Hall Blvd., Tigard, Oregon 97223. 11. MERGER This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 12. TERMINATION WITHOUT CAUSE At any time and without cause, as authorized under Tigard Municipal Code 2.60.010, the City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Legal Counsel. If City terminates the contract pursuant to this paragraph, it shall pay Legal Counsel for services rendered to the date of termination. Termination by City must be done by motion of the City Council. 13. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Legal Counsel, 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, changes, 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 Legal Counsel, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied, revoked or not renewed. 4. If Legal Counsel becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Legal Counsel, if a receiver or trustee is Page 7 of 12 appointed for Legal Counsel, or if there is an assignment for the benefit of creditors of Legal Counsel. Any such termination of this Agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Legal Counsel, may terminate the whole or any part of this Agreement: 1. If Legal Counsel fails to provide services called for by this Agreement within the time specified herein or any extension thereof, or 2. If Legal Counsel fails to perform any of the other provisions of this Agreement, or so 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. 3. If Legal Counsel fails to eliminate a conflict as described in Section 9 of this Agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Legal Counsel shall not be 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), Legal Counsel shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Legal Counsel bear to the total services otherwise required or be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Legal Counsel. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 14. ACCESS TO RECORDS City shall have access to books, documents, papers and records of Legal Counsel that are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts and transcripts. 15. CITY ATTORNEY BAR MEMBERSHIP/OCAA MEMBERSHIP REQUIREMENTS Legal Counsel is responsible for maintaining Legal Counsel's professional standing as a member of the Oregon State Bar Association and the Oregon City Attorney's Association. 16. NON-WAIVER The failure of City to insist upon or enforce strict performance by Legal Counsel of any of the terms of this Agreement or to exercise any rights hereunder, should not be Page 8 of 12 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. 17. ATTORNEYS' FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs, including attorney's fees and court costs on appeal. 18. GOVERNING LAW The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 19. COMPLIANCE WITH APPLICABLE LAW Legal Counsel shall comply with all federal, state and local laws and ordinances, applicable public contracts, and to the work to be done under this contract. 20. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there by any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 21. AUDIT Legal Counsel shall 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. Legal Counsel 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. 22. 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 remainder of this Agreement shall remain in full force and effect and shall in no way be affected or invalidated thereby. 23. COMPLETE AGREEMENT This Agreement and attached exhibits constitutes the entire Agreement between the parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Legal Counsel, by the signature of its authorized representative, hereby acknowledges that he has read this Agreement, understands it and agrees to be bound by its terms and conditions. Page 9 of 12 IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Legal Counsel has executed this Agreement on the date hereinabove first written. Approved by Tigard Local Contract Review Board on the 201h day of December, 2005 CITY OF TIGARD RAMIS CREW CORRIGAN, LLP By: By: Signature of City Manager Signature of Legal Counsel Principal Printed Name of City Manager Printed Name of Legal Counsel Principal Date: Date: Page 10 of 12 EXHIBIT A SCOPE OF LEGAL SERVICES GENERAL ATTORNEY SERVICES Counsel will be responsible for City legal representation as authorized by the City Council. Authorization to perform specific tasks will come from the Mayor, City Council, City Manager or other persons directly authorized by the Mayor, City Council or the City Manager. Counsel shall appoint an attorney to act as lead attorney. The lead attorney is required to attend all City Council meetings depending on the content or actions taking place. In the event that the lead attorney is not available for a meeting, Counsel shall further designate a backup lead attorney to attend the meetings. Legal Counsel will advise the City Manager with appropriate notice if neither the lead attorney nor the backup lead attorney is available for a City Council meeting. 1. Unless otherwise specified by the Mayor, City Council, Counsel will be responsible for: a. Legal aspects of general administration of City business, including preparing and providing legal opinions, assist with establishment of correct procedures, drafting and reviewing ordinances, resolutions, contracts, orders, agreements, and other legal documents, and related tasks needed to support City personnel, Mayor, Council, and City Manager. b. Providing sound legal direction on all forms of City business, including, but not limited to, the following: 1) Real Property Transactions; 2) Public Financing; 3) Land Use Law; 4) Local Budget Law; 5) Codification of Ordinances; 6) Election Laws; 7) Open Meeting Laws; 8) Public Record Laws; 9) Public Contracting; 10) Franchise Law (i.e. Solid Waste); 11) Annexation Law; 12) Public/Private Partnerships; 13) Oregon Revised Statutes; 14) Public Meeting Law; 15) General Business Law; 16) Employment Law; and 17) Labor Relations. C. Training of nonlegal personnel in the performance of legally related tasks in order to reduce legal expenses. d. Regular attendance at City Council meetings and attendance at other municipal meetings on request. e. Represent the City during litigation or Municipal Court prosecution. Page 1 1 of 12 L Review City Council packets and provide advice prior to meetings. Review Planning Commission packets when requested and provide timely advice prior to meetings. g. Notify City of changes in state and federal laws that require changes in city codes, ordinances, regulations or policy. Work with city staff to provide appropriate amendments to city codes, ordinance, regulations or policies to remain in compliance with applicable laws. 2. Legal activities such as complex litigation and special project assignments which fall outside of the above categories, and which would include costs exceeding the projections of the City's budget for legal services, must be authorized by the City Council. Counsel and the City Manager will regularly review the level of expenditures on legal services and will prioritize projects in order to stay within the budgeted amounts. 3. Counsel will coordinate with the City Manager and department heads, but within the chain of command shall report directly to the City Council. In this regard, in the event a conflict develops between the Council and City Manager, the Counsel will represent the Council but will notify the City Manager at first knowledge of a conflict. 4. The City reserves the right in appropriate situations to retain separate outside counsel. It is recognized that the City presently utilizes other law firms to provide representation in personnel issues, labor relations, and water-related matters (i.e., water rights, water supply). Page 12 of 12 A 44 pv�� MEMORANDUM TIGARD TO: Craig Prosser, City Manager Ie I FROM: Liz Newton, Assistant City Manager RE: City Attorney Rate Increase DATE: October 23, 2007 As you know, City Attorney Tim Ramis submitted a request dated October 11, 2007 to increase rates for City Attorney services effective January 1, 2008. The contract provides that "the parties nuy by ritual agrxniv adjust dx se rates ea&waract ypa?" provided the proposed rate structure is submitted to the City not less than 60 days prior to the new contract year. The request was submitted within the time frame. The current and proposed rates, along with the percentage increase, are listed below. Partners/Of Counsel $165 $180 9% Senior Associates $145 $165 14% Associates $115 $165 43% Paralegal $70 $120 71% Secretarial $50 Built into rates It's difficult to estimate the actual impact the increased rates will have on the FY 2007-08 City Attorney budget since time is not charged uniformly among all categories. Although not required, it may be prudent to advise the Mayor and Council of the rate increase should a mid-year budget adjustment be necessary. i:\admViz\memos\2007\memo to cp m a[[omyfee increase 071023.doc10/23/07 J01MAN HAND DELIVERED SCH RADF K ATTORNEYS AT LAW October 11, 2007 JORDAN SCHRADER RAMIS PC Craig Prosser, City Manager City of Tigard 13125 SW Hall Blvd Tigard OR 97223 Re: Attorney Services Contract—General Legal Counsel Services Our File No. 50014-36799 Dear Craig: TIMOTHY V.RAMIS As you are aware, our firm has been fortunate to serve as City Attorney for Admitted in.• Tigard for over twenty five years, and we look forward to continuing to Oregon serve in that capacity. The present contract was entered into on December 21, 2005 establishing hourly rates for services. Those rates have been in effect for almost two years and this contract requires us to make any proposals for rate changes before October 31. No rate adjustment was proposed last year as we were busy evaluating whether to merge our practice with another firm or take another course of action. Direct Dial I have had an opportunity to review our present rates against the market and (503)598-5573 have developed a proposed rate structure for your consideration. Please accept this letter as our official request for an adjustment to rates effective E-mail January 1, 2008. tim.ramis@jordanschrader.com Section 3 B. of the 2005 contract established the following hourly rates for performance of services: Partners/ Of Counsel $165.00 Senior Associates $145.00 Associates $115.00 Law Clerks/Legal Assistants $ 70.00 Secretarial $ 50.00 50014-36799 114653.doc l ced/10'11 i?007 P.O. Box 230669 Portland,OR 97281 Phone:503.598.7070 Fax: 503.598.7373 Toll Free: 888.598.7070 www.jordanschrader.com 1498 SE Tech Center Place,Suite 380 Vancouver,WA 98683 Phone: 360.567.3900 Fax: 360.567.3901 Toll Free: 888.598.7070 JORDAN SCHRADERPC ATTO NN EYS AT LAW Craig Prosser October 11, 2007 Page 2 I propose the following rate adjustments effective January 1, 2008: Present rate 1/01/2008 Partners $165.00 $180.00 Associates $115/$145 $165.00 Paralegal $ 70.00 $120.00 Please note that the rates for of counsel, senior associate and secretarial support can be eliminated. We propose that all associates be charged at the same rate as of January 1, 2008. In addition, the firm will no longer charge for secretarial support, the service is built into the rates of the attorneys and paralegals performing work on behalf of the City. No other changes to the contract are proposed at this time. I would be happy to discuss our proposal with you, and provide whatever documentation you require in support of this proposal Sincerely, JORDAN SCHRADER RAMIS PC J—, V1-��-- Timothy V. Ramis 50014-36799 114653.do c I c e d/10/11/2 007 RAMIS GREW GORRIGAN� LLP ATTORNEYS AT LAW 1727 NW Hoyt Street Portland,Oregon 97209 Telephone: (503) 222-4402 Fax: (503) 243-2944 www.rccb.com Timothy V.Ramis darlen efnrccl avers.com September 13,2007 Craig Prosser City of Tigard 13135 SW Hall Blvd. Tigard, OR 97223 Re: Release Authorization Dear Craig : As of Friday, September 14, the law firm Ramis Crew Corrigan LLP("RCC") is amicably dissolving. Although the firm itself will no longer exist, all of our lawyers will still be available to serve you. I am happy to announce that I will be joining the law firm Jordan Schrader PC on September 17,2007, and that the firm will have a new name on that date as well: Jordan Schrader Ramis PC. Beginning on the 17th you will be able to reach me at 503-598-7070 or by email at tim.ramis @jordanschrader.com. Joining me at Jordan Schrader Ramis PC will be attorneys Bill Monahan,Rob Yamachika and Nancy Tauman; paralegals Will Selzer and Jenny DeGregorio; and my secretary,Darlene Ferretti. They can also be reached at 503-598-7070 beginning September 17. My partners Chuck Corrigan and Steve Crew are finding new homes as well. Chuck is forming a solo mediation, arbitration and practice and will be reachable at(503)241-0677. Steve Crew is joining our former long-time j:u:.,,w,Mark Dvilnc. , and will be YiaL:;al le .«✓u✓-�.•v-0_� r. JL CTijoy�u ray long itssutiiut:vu ui.0 friendship with Chuck and Steve and wish them the very best. I value my relationship with you and would be pleased to continue that at my new firm. Jordan Schrader is a well-respected firm with deep capabilities in land use,real estate,municipal, construction, environmental,business law, and litigation. I look forward to introducing you to my new firm and my new partners. In order for me continue to represent you,RCC must have written authorization to release your file or files to me. We are enclosing an authorization for your signature and return to RCC's office. Since time deadlines may be involved, it is imperative that you act immediately. Therefore,we would appreciate it if you would return each authorization to us within five days so that representation continues to be handled without interruption. You can also fax the authorization to my attention at Ramis Crew Corrigan at(503)243-2944. Craig Prosser September 13, 2007 Page 2 An invoice for any services rendered through September 14 will be sent to you from Ramis Crew Corrigan and you should remit payment to Ramis Crew Corrigan LLP. Services rendered beginning September 17 will be invoiced by Jordan Schrader Ramis PC. We want to make this transition as simple and easy as possible. Please feel free to contact me if you have any questions or concerns. Very truly yours, J-1 1�2� Timothy V. Ramis Enclosure AUTHORIZATION Client: City of Tigard Matter Name(s): Labor, Risk, Municipal, CD, Elections, Finance, General, Hearings, Intergov., Police, Public Works, Parks&Rec., REal Property, Eng., Contract Draft., Library Client No.: 90024 Matter No(s).: 1-16 ITCAO ❑ requests that Tim Ramis continue handling the above case(s). Ramis Crew Corrigan LLP is hereby authorized to immediately release all files, materials, and {T. records pertaining to the above matter(s) to Tim Ramis at Jordan Schrader Ramis PC. (=rRrsr U Presser understands that invoices it receives for legal services and cost advances from either Ramis Crew Corrigan LLP or Jordan Schrader Ramis PC should be paid to the entity that sends the invoice. Craig Prosser By: Lit- .t DATED: �ti ❑ requests that the above file(s) be released to Tim Ramis Jordan Schrader Ramis PC Two Centerpointe Drive, 6 h Floor Lake Oswego, OR 97035 503.598.7070 Craig Prosser By: DATED: