Dunn Carney LLP ~ C200008 CITY OF TIGARD OREGON-CONTRACT SUMMARY FORM
(THIS FORM MUSTAccompANYEvERY CONTRACT
Contract Title: On-Call Real Estate Attorney Number: 0200008
Contractor: Dunn Carney LLP Contract Total: $90,000
Contract Overview: To provide ON-Call Real Estate Attorney services for complex real estate matters.
Initial Risk Level: 0 Extreme Q High ❑ Moderate ❑Low
Risk Reduction Steps
Risk Comments:
Risk Signature:
Contract Manager: Shelby Rihala Ext: 2579 Department: Attorney
Type: Personal Svc ❑ Professional Svc' ] Architectural Agr ❑ Public Imp ❑ General Svc
Engineering Svc ❑ Other: Start Date: 07/22/2019 End Date: 06/30/2020_
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Dunn Carney 1
Beexy Elsner 3
Carlton2
Account String: Uund-Division-AccooUnt Worlt Order—Activity T=e Amount
FY On-Call Basis
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments.
City Manager Signature:
After securing all required approvals, forward onig al copy to the Contracting and Purchasing Office along with a
completed Contract Checklist,
Contract Number �L
CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
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LOf)ifa
THIS AGREEMENT made and entered into this 22nd day of July,2019 by and between the City
of Tigard,a municipal corporation of the State of Oregon,hereinafter called City,and Dunn Carney
LLP,hereinafter called Contractor.
RECITALS
WHEREAS, the City's 2019-20 fiscal year budget provides for services related to attorney services
for specialized real estate work;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,incorporated herein by reference.
2. EFFECTIVE DATE AND DURATION
This Agreement is effective upon the date of execution and expires on June 30,2020, unless
otherwise terminated pursuant to this Agreement or mutually extended by the parties. All
work under this Agreement must be completed prior to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A.
The total amount paid to the Contractor by the City may not exceed ninety thousand dollars
and 00/100 Dollars($90,000). Payments made to Contractor will be based upon the following
applicable terms:
A. Payment by City to Contractor for performance of services under this Agreement includes
all expenses incurred by Contractor,with the exception of expenses,if any,identified in
this Agreement as separately reimbursable.
B. Payment will be made in installments based on Contractor's invoice, subject to the
approval of the City Manager,or designee,and not more frequently than monthly. Unless
otherwise agreed,payment will be made only for work actually completed as of the date
of invoice.
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C. Payment by City releases City from any further obligation for payment to Contractor for
services performed or expenses incurred that are reflected in the invoice. Payment may
not be considered acceptance or approval of any work or waiver of any defects therein.
D. 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.
E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished.
F. Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. Contractor will pay all contributions or amounts due the Industrial Accident Fund from
the contractor or any subcontractor.
H. If Contractor fails,neglects,or refuses to make prompt payment of any claim for labor or
services finnished 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.
I. 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.
J. 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.
K. 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.
L. 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 work products of Contractor
which result from this Agreement, including any computations, plans, correspondence, or
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pertinent data and information gathered by or computed by Contractor prior to termination
of this Agreement by Contractor or upon completion of the work pursuant to this Agreement.
Nothing in this section is intended to be construed as waiving the City's right to assert the
attorney-client privilege with regard to any record produced by Contractor, or to restrict the
right of the City to withhold disclosure of that record as may be permitted under the Public
Records Law.
5. ASSIGN OMMELEGATION
Neither party may assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment has any force or effect unless and
until the other party has consented. If City agrees to assignment of tasks to a subcontract,
Contractor is fully responsible for the acts or omissions of any subcontractors and of all
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 CONTRAC'T'OR
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 his
or her normal charge for the type of service provided.
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8. INDEMNIFICATION
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.
Contractor agrees to indemnify and defend the City, its officers, employees, agents, and
representatives and hold them harmless from all claims, suits, or actions and all expenses
incidental to the investigation and defense thereof, of whatsoever nature, at both trial and
appeal level, whether or not a trial or appeal ever takes place including any hearing before
federal or state administrative agencies,to the extent such claims,suits,or actions and expenses
result from or arise out of the negligence or intentional misconduct of Contractor or its
subcontractors, sub-contractors, agents or employees in the performance of the work
described in this contract. If any aspect of this indemnity is 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. Notwithstanding the foregoing,nothing in this paragraph shall apply
to claims,suits,actions or expenses arising from or relating to errors,omissions,negligent acts,
or breaches of duty committed by Contractor in the course of providing or failing to provide
professional legal services. Furthermore, the obligations of Contractor set forth in this
paragraph shall not apply to the extent such claims,suits,actions, or expenses result from or
arise out of the negligence or intentional misconduct of City,its officers,employees, agents,
representatives or its other contractors or sub-contractors, or to the extent such obligations
exceed Contractor's available insurance coverage (not including any deductible). Nothing in
Section 8 shall be construed as limiting the City's remedies in the event of an error,omission,
negligent act,or breach of duty committed by Contractor in the course of providing or failing
to provide professional legal services.
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 Contractors activities or work hereunder, including the operations of its
subcontractors of any tier.
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). This coverage must
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
Coverage Limit
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
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Personal&Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage (Any one fire) $50,000
B. 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.
C. Workers'Compensation Insuarance
The Contractor, 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 must comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Contractors who perform work without the assistance or labor of any employee
need not obtain workers' compensation coverage. All non-exempt employers must
provide Employer's Liability Insurance with coverage limits of not less than $1,000,000
each accident.
D. Professional Liability Insurance
Contractor will obtain, at Contractor's expense, and keep in effect during the term of this
contract,Professional Liability Insurance covering any damages caused by an error,omission
or any negligent acts. This coverage will include Annual Aggregate&Per Occumence limits
of$3,000,000 per attorney.
E. 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.
F. 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.
G. Sclf-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.
H. 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.
I. Primary Covema 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.
J. 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
13125 SW Hall Blvd.
Tigard, Oregon 97223
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,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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Attn: Shelby Rihala Attn: Ty K.Wyman
Address: _ 13125 SW Hall Blvd Address: 851 SW Sixth Ave.,Suite 1500
Tigard,OR 97223 Portland, OR 97204
Phone: (503) 718-2579 Phone: (503) 417-5478
Email: shelbyr@tigard-or.gov Email: Twyman@dunncamey.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
die 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 b, 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) I£ 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:
l) 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
terns 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 OE 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;
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.
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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. WARRANTIES
Any intellectual property rights delivered to the City under this Agreement and Contractor's
services rendered in the performance of Contractor's obligations under this Agreement, will
be provided to the City free and clear of any and all restrictions on or conditions of use,
transfer, modification, or assignment, and be free and clear of any and all liens, claims,
mortgages, security interests,liabilities,charges,and encumbrances of any kind.
24. ATTORNEYS 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
25. 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.
26. 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.
27. 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.
28. SIT
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.
29. 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.
30. COMPLUNCE 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.
[Signature Page to Follow]
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IN WITNESS WHEREOF,City and Contractor have caused this Agreement to be executed by their
duly authorized officials. Awarded by Tigard's Local Contract Review Board at their
meeting.
CITY OF TIGARP-,, ,,")bUNN CA EY LLP
By: By:
Name: Name: I-,
Title: Title: P'q r ,r-
Date: 2- 7,-0l . Date:
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EXI3IBIT A
SERVICES To BE PROVIDED
See attached engagement letter
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EXHIBIT A-Page 1of4
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June 11, 2019
Via E-mail:
City ofTigard
Attn: She|byFUha|m, Esq,
13125 SW Hall Boulevard
Tigard, OR97223
Re: Legal Engagement
Dear Shelby:
In follow up boour May 28 meeting, this letter proposes terms and conditions on which
Dunn Carney LLP would represent the City of Tigard. We understand that you need
lawyers who can assist on an "on call" basis with re|mUva|V complex matters, particularly
involving real estate transactions. We would appreciate the opportunity to provide such
assistance under the terms set forth in this letter.
Kenny asked the gond question of which Dunn Carney lawyer would oversee our work for
the City. To be clear, barring a highly unusual circumstance, a single lawyer will have
primary responsibility for answering any given question, but the nnnna of that lawyer will
depend on the specific question. Fora real estate transaction, it would be Susan Glen;
for condemnation, Chelsea Glynn; and soon.
That said, Dunn Corney uses team approach to legal services. We do so for two reasons.
First, in the era of email (and even text messaging) clients expect ever quicker responses;
keeping a second lawyer (or paralegal) up-to-datmallows usto keep upwith that pace.
Second, most matters of any depth demand a skill-set that can support the primary one.
Accordingly, we delegate responsibilities to other professionals (lawyers or paralegals)
according to their respective expertise, all toward the goal of providing you top quality,
cost-effective legal services.
Suite 1500, 851 swSixth Avenue Ppmunu' Oregon *7204 wn/" 501224.6440 r"" 503.224.732* ovnncamev.cunn
Dunn Carney Allen Higgins mTongue LLP | Member o/^eritasLaw Firms Worldwide wemaaom
EXHIBIT A-Page 2 of 4
City of Tigard
June 11, 2019
Page 2
This letter will govern our present relationship and future representation for other matters.
Enclosed Is a copy of our Billing and Records Retention Policies. 3ust for your reference,
I enclose our standard rate sheet for 2019. Given the nature of the City's work, we
propose setting our hourly rates at $320 for partner and of counsel lawyers, $260 for
associates, and $175 for paralegals.
As expressed in our meeting, Dunn Carney's 45 lawyers possess a client base of
substantial reach. Many of these clients do business in the City; probably some do
business with the City. We understand that, given the"on call"nature of this relationship,
we would check for conflicts of interest on an issue-by-issue, assignment-specific basis.
We appreciate the opportunity to work with the City of Tigard. If you would like more
information, or if you have any questions about your statements, please let me know. If
you find these terms acceptable, please sign below and return a copy to me. We look
forward to working with you.
Very ruly yours,
Y K.Lyman11, r--
T K
TKW:car
Attachments
DCAPDX\3078175.v2
The undersigned agrees to the terms of this engagement letter.
CITY OF TIGARD:
By:
Date
Title:
EXHIBIT A•Page 3 of 4
Ac
BI NG AND RECORDS RETENTION POILICIES
Billing Rates
We charge for legal services based upon current hourly rates for firm attorneys,
paralegals, practice assistants and law clerks. Hourly rates may vary among personnel
and we may adjust hourly rates on a periodic basis (usually January 1 of each year). If
we do change our rates,the new rates will apply to all work performed after the new rates
are implemented. We may use contract lawyers on your engagement and when we do
their billing rate may be higher than the rate at which we pay the contract lawyer.
Billing and Collection Practices
We will send you monthly invoices for legal fees, disbursements, and other expenses
Incurred on your behalf, unless a different billing cycle has been prearranged with you.
These may include, but not be limited to, photocopies, scans, printing, messenger
services, computerized legal research, travel expenses, and services provided by third
parties, such as experts, court reporters, process servers and document reproduction
services. You may be asked to pay large charges in advance or directly to the service
provider.
Generally,statements are dated as of the last day of the month, and include services and
expenses Incurred since the prior statement through approximately the third week of the
month.Time and expenses not posted at the time of billing will appear on the next invoice.
We reserve the right, at our discretion, to change the basis and amounts that we bill for
costs and other charges in the future and to terminate our representation and services on
your behalf if invoices are not paid promptly.All Invoices are due upon receipt and can be
paid by check or by credit or debit card via the portal on our web site at
www.duoncalMay.com/payonline. Invoice not paid within 60 days after the Invoice date
will be assessed a late fee of 12 percent per annum (1% per month), calculated on the
past due amounts.
Records Retention
It is our policy to keep clients as Informed as possible. You will receive documents,
pleadings,correspondence and other Information throughout our representation and these
copies will be your file copies. When all legal work necessary for your matter is complete,
the file will be dosed. Under our document retention policy, we normally destroy client
files 10 years after a matter is closed, unless you instruct me in writing now to keep it
longer. Consistent with all applicable rules of professional conduct, the firm will use Its
discretion as to the retention or destruction of all lawyer work product and any client
materials that remain with the firm.
Meritas
Our firm is a member of Meritas,a network of over 170 Independent commercial law firms
In major cities throughout the world.While Meritas members are not engaged in the joint
practice of law and do not share fees among themselves, membership in Meritas gives us,
and our clients, important access to competent, legal resources in other jurisdictions and
specialty areas of practice so that our clients' needs for legal services can be handled
efficiently virtually anywhere. While we will only work alongside and utilize the services of
another Meritas firm with your express knowledge, we want you to be aware of Merites
and its possible benefits to you. Further information about Meritas can be obtained at the
organization's website at www.meritas.2W.
EXHIBIT A-Page 4 of 4
STANDARD RATES LIST
"19
g=jgj� PARALEGALS
Robert L. Allen $ 550.00 Kelley D. Chaney $ 240.00
Kenneth S. Antell $ 550.00 Michelle L. Lively $ 225.00
Michael D. Crew $ 550.00 Cristi J. LutJen $ 225.00
Gilbert E. Parker $ 550.00 Randall G. Maimstrom $ 225.00
Jonathan A. Bennett $ 525.00 Linda K. Odermott $ 225.00
Coni S. Rathbone $ 525.00 Kristen N. Baker $ 215.00
Ty K. Wyman $ 510.00 Samantha K. Blair $ 215.00
Daniel J. Drazan $495.00 Jared L. Brown $ 215.00
J. David Zehntbauer $495.00 Sheryl L. Becker $ 210.00
Donald E.Templeton $485.00 Francesca E. Garda $ 210.00
George J. Cooper $475.00 Aurora C. Hood $ 205.00
Allyson S. Krueger $475.00 Linda S. Escobar $ 200.00
Brian R.Taicott $475.00 Jennifer A. Severson $ 200.00
Robert K. Winger $475.00 Teri Lynn Curtin $ 190.00
John H. Chambers $450.00 Jacqueline K. Wetle $ 190.00
I. Kenneth Davis $450.00
Anne D. Foster $450.00
Susan C. Glen $450.00
Heather L. Guthrie $450.00 PRAOM WRIURM $ 180.00
William R. Joseph $450.00
Eric A. Kekel $450.00
Jeana M. McGlasson $450.00
Marsha Murray-Lusby $450.00 LAW CLERKS $ 245.00
Jeffrey S. Perry $450.00
Timothy J. Bernasek $425.00
Elizabeth C. Knight $425.00
Melissa F. Busley $400.00
Timothy B. Hering $400.00
Samuel T. Smith $400.00
Joshua D. Stedter $400.00
David J. Buono $ 395.00
Kate L. Moore $ 380.00
Ashlee M. Espoiilat $ 375.00
Kelly R. Lusk $ 375.00
David C. Boyer $ 350.00
Chelsea J. Glynn $ 350.00
Kimber K.Teliin $ 350,00
Jonathan S. Liou $ 325.00
Lauren J. Russell $ 310.00
Natalie C. Stack $ 290.00
Conner C. Bottomly $ 280.00
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