Bullard, Smith, Jernstedt And Wilson ~ C110049 C
r �
City of Tigard
December 20, 2016
Bullard, Smith,Jernstedt, Wilson
Attn: Adam Collier
200 SW Market St Ste 1900
Portland OR 97201
REF.: Labor Relations &Employment Law attorney Services
Extension of Contract
Dear Mr. Collier
The City of Tigard would like to extend the agreement through February 28, 2017. 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 Bullard, Smith,J ernstedt,Wilson.
Sincerely,
Jamie Greenberg
Purchasing Assistant
503-718-2492
jalTu'e@tigard-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 referenced Contract.
Company: �' [I r^�� �"`' Signed:
Q
Date: 12- 12O I 1 1e Printed: Ada,
14 CONTRACT CHANGE ORDER/ 13125 of
Tigard Blvd.
AMENDMENT SUMMARY Tigard,Oregon 97213
Phone-(503) 639-4171
FIELD CHANGE ORDER FORM Fax- (503)684-7197
Is I I wwwtigard-or.WQv
Project Title: Labor Relations & Employment Law Project Manager: Liz Newton
Attorney Services Contract
Contractor: Bullard, Smith,Jernstedt,Wilson Ori al Contract#: C110049
Effective Dates: 4/1/2011-07/31/2016 Chane Order/Amendment Amount: $
Accounting String: Amendment Percentage Running Total: %
AMENDMENT DETAILS
Extending contract to July 31, 2016 with a possible extension through December 31, 2016.
CHANGE ORDER DETAILS UNIT QTY UNIT$ NOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
Need time to review the cities needs in regards to attorney services. As well as need further time to send out RFP.
BUDGET IMPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER APPROVING Y STAFF
Signature Signature
2 - /•2o1G
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
the work. The unit pricing in the original contract shall apply to Signature
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 theproject's FY budget. Date
l
f it j4�
i
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
LABOR RELATIONS&EMPLOYMENT LAW ATTORNEY SERVICES CONTRACT
C110049
AMENDMENT #1
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City, and Bullard,Smith,Jernstedt,Wilson,hereinafter referred to as r,,f Attorney,entered into
on the 8`h day of March,2011,is hereby amended as follows:
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective April 1, 2011, and shall expire, unelss otherwise terminated, on
TNiftreh 11, July- 31, 2016. ki widi the _ ?iceof thi's
Vii~ d fi•L , yam . The City and Attorney may agree to extend this Apreernent
through December 31, 2016 as needed for Cite services.
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 BULLARD,SMITH,TERNSTEDT,WILSON
SignattuurealSignature
ACP,/
Printed Name Printed Name
26116
Date Date
CITY OF TIGARD,OREGON
LABOR RELATIONS&EMPLOYMENT LAW ATTORNEY SERVICES CONTRACT
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 Bullard, Smith, Jemstedt, Wilson,
hereinafter called Legal Counsel.
RECITALS
WHRF__.AS, the City's 2011-2012 Fiscal Year budget provides for services related to labor relations and
employment law;and
WHEREAS City has need for the services of an attorney or attorney firm 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 April 1, 2011 and shall expire, unless otherwise terminated on
March 31, 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
Reduced hourly rates (for select attorneys effective January 1,2011) are listed below:
Attorney Hourly Rate
Jackie Da.tnm $290
Kathy Hindman $295
Maryann Yelnosky $290
Adam Collier $255
David Thompson $215
These rates may be adjusted annually on January 1 in an amount that does not exceed six
percent per year; however, in no event shall the firm increase the City's rates, except as on the
same basis as applied to other clients of the firm.
C. The direct cost for such items as long distance charges, messenger services, printing, milage (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.
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.
1. 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
Labor Relations&Employment Law Legal Services 2011-2016Page 2
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.
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,
Labor Relations&Employment Law Legal Services 2011-2016Page 3
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
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
Labor Relations&Employment Law Legal Services 2011-2016Page 4
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.
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.
Labor Relations&Employment Law Legal Services 2011-2016Page 5
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 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:
CITY OF TIGARD
Attn: Sandy Zodrow, HR Director Attn:
Address: 13125 SW Hall Blvd., Address:
Tigard, Oregon 97223
Phone: (503) 718-2408 Phone: ( )
Fax: (503) 639-6795 Fax: ( )
Email Address: sandy@tigard-or.gov Email Address:
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,
Labor Relations&Employment Law Legal Services 2011-2016Page 6
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.
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.
Labor Relations&Employment Law Legal Services 2011-2016Page 7
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
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 subLegal 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 City's Project Manager for this Agreement, Sandy Zodrow, Human Resources Director, 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
Labor Relations&Employment Law Legal Services 2011-2016Page 8
gnauthorized extra work and Legal Counsel thereafter shall be entitled to no compensation whatsoever
for the performance of such work.
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
Labor Relations&Employment Law Legal Services 2011-2016Page 9
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.
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 sutras 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 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:
CITY OF T ARD
• rl
By: Craig rosser, City Manager By: AqhoriUd Agent of Legal Counsel
Date Date
Labor Relations&Employment Law Legal Services 2011-2016Page 10
• EXHIBIT A
Labor Relations &Employment Law Legal Services
SCOPE OF WORK
Labor Relations/Employment Law:
Unless otherwise directed by the City Manger or Human Resources Director Awarded
Counsel will be responsible for municipal legal services including but not be limited to the
following:
1. Contract negotiations for the city's two collective bargaining units.
2. Consulting services, including legal advice on the following:
a. Dispute resolution;
b. Grievance processing;
c. Arbitration;
d. Contract administration and interpretation;
e. Unfair labor practices; and
f. Employment Law (wage and hour, policy administration, employee relations,
employee training).
Labor Relations&Employment Law Legal Services 2011-2016Page 11
CITY OF TIGARD, OREGON
ATTORNEY SERVICES CONTRACT
LABOR ATTORNEY SERVICES
AMENDMENT #2
THE AGREEMENT between the City of Tigard, a municipal corporation of the State of Oregon,
hereinafter called "City",and Bullard, Smith,Jernstedt,Wilson, hereinafter called "Legal Counsel",
entered into on the 21ST day of December, 2005,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 Labor 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 BULLARD, SMITH,JERNSTEDT,
WILSON
Name Name
City Manager �� V✓1 II
Title Title J
12/28/2010 Z` 30 12 0�
Date Date
BULLARD LAW
BULLARD SMITH JERNSTEDT WILSON
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW December 30, 2010
1000 SW Broadway
Suite 1900
Portland,Oregon 97205
503.248.1134
Toll Free:866.551.6939
Fax:503.224.8851
www.bullardlaw.com BY MESSENGER
Cathy Herbert
Sr. Human Resources Analyst
City of Tigard
13125 SW Hall Boulevard
Tigard, OR 97223
Re: Bullard Smith Jernstedt Wilson and City of Tigard --
Extension to Attorney Services Contract
Richard J.Alli,Jr.
Daniel R.Barnhart*4 Dear Cathy:
Francis T.Barnwell
Akin Blitz* Enclosed is the original, fully executed Attorney Services Contract
Barbara A.Bloom — Labor Attorney Services Amendment 92. We have retained a duplicate original
Lisa C.Brown for our files.
Garry R.Bullard
Mitchell og
C
J. ogen
Adams.J. r4 Thank you for your attention to this matter. Please contact me if
Jacqueline M.Dammt you have any questions.
Devra S.Hermosilla"
Kathryn M.Hindman* Sincerely,
Kenneth E.Jernstedt•
Thomas I.Kramer
Alan M.Lee
Victoria L.Macpherson
Andrew T. Kitchen
Michael G.McClory•
J.Kent Pearson,Jr. Administrator
Sarah M.Petersen
Kirk S.Peterson* ATK/m W
David J.Riewald*°4t Enclosure
Jennifer A.Sabovik4
Emily Q.Shults t
Lester V.Smith
David M.Thompson
Jennifer N.Warberg*
David H.Wilson
Maryann Yelnosky*
All attorneys active in Oregon.The symbols
denote additional active admissions.
•California t Illinois
*Washington t Michigan
*Idaho
4 Utah
Retired:
Robert J.Lee
1762/3 00276945 v I Worklaw'Network Affiliate
www.worklaw.com
9
CITY OF TIGARD, OREGON
ATTORNEY SERVICES CONTRACT
LABOR ATTORNEY 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 Bullard Smith
Jernstedt Wilson,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 Bullard Smith Jernstedt Wilson 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:
Ken Bemis $240.00
Akin Blitz $250.00
Kathryn Hindman $250.00
David Wilson $270.00
Barb Bloom $220.00
Kirk S. Peterson $220.00
Adam Collier $205.00
Jennifer Bouman $205.00
Page 1 of 11
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 ($0.40.5 per mile), copy charges ($0.10 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
assignment 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
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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 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
A. City has relied upon the professional ability and training of Legal Counsel as a
material inducement to enter into this Agreement. Legal Counsel represents to
the City that the work under this contract will be performed in accordance with
the 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 the City shall not operate as a waiver or release. 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.
B. Claims other than for Professional Liability. Legal Counsel agrees to hold
harmless, indemnify, and defend the City of Tigard, its officers, agents, and
employees form any and all claims, losses, damages, expenses, including buy not
limited to reasonable attorney's fees arising out of acts or omissions of Legal
Counsel in the course of Legal Counsel's performance of this agreement, up to the
Hints and scope of its comprehensive general liability insurance coverage for
personal injury and property damage.
C. As used in subsection B of this section, a claim for professional responsibility is a
claim made against the City in which the City's alleged liability results directly or
indirectly, in whole or in part, from the quality of the professional services
provided by Legal Counsel, regardless of the type of claim made against the City.
A claim for other than professional responsibility is a claim made against the City
in which the City's alleged liability results from an act or omission by Legal
Page 3 of 1 1
Counsel unrelated to the quality of professional services provided by Legal
Counsel.
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.
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
Page 4 of 11
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.
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.
Page 5 of I I
• •
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.
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.
Page 6 of 11
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:
City of Tigard BULLARD SMITH JERNSTEDT WILSON
Attn: Sandy Zodrow Attn: Kenneth E. Bemis
Mail: 13125 SW Hall Blvd. Mail: 1000 SW Broadway, Suite 1900
Tigard,Oregon 97223 Portland, Oregon 97205
Phone: (503) 718-2408 Phone: (503)248-1134
Fax: (503)684-7297 Fax: (503)224-8851
Email Address: sandy cr,tigard-or.Sov Email Address: kbemis�a bullardlaw.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
Page 7 of 1 l
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 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.
Page 8 of I I
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
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
Page 9 of 11
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 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 TIG BULLARD
DSSMITH
/JE'RNSTEDT WILSON
By: By: �/ -�-
Signaturot City Manager Signature of Legal Counsel Principal
David H. Wilson
Printed N r e of City Manager Printed Name of Legal Counsel Principal
Date: 7 �� o�y4 6 Date:
January 25 , 2006
Page 10 of 1 I
ATTORNEY SERVICES CONTRACT EXHIBIT A
SCOPE OF LEGAL SERVICES
Counsel shall provide employment and labor relations and personnel related attorney services as
required by the City. Services shall include,but shall not be limited to,the following:
1. Contract negotiations for the following City collective bargaining units:
a. SEIU OPEU Local 503; and
b. TPOA—Police Officers
2. Consulting services, including legal advise on the following:
a. Representation at appropriate meetings/hearings;
b. Labor contract interpretation and administration;
C. Mediation;
d. Fact-finding;
e. Arbitration;
L Dispute resolution;
g. Assistance in the selection of arbitrators;
h. Unfair labor practices;
i. Staff and/or Council strategy planning and progress meetings;
j. Representation;
k. Unit clarification and de-authorization matters;
1. Impact bargaining;
M. Communication and correspondence activities between the City and officials of the
aforementioned bargaining units; and
n. Other employment related services as required.
3. Staff members of bargaining teams will provide necessary assistance to the Firm
including, but not limited to, information regarding operational procedures,
department/division responsibilities and goals, necessary contract alteration, costing
information, membership profile data, benefit and salary data, and other assistance
deemed appropriate to an effective bargaining process.
4. Counsel shall work directly with the Human Resources Department in the performance of
all contractual duties.
Page 11 of I 1
CITY OF TIGARD, OREGON
LEGAL COUNSEL PROFESSIONAL SERVICES CONTRACT
LABOR ATTORNEY SERVICES
AMENDMENT#1
THE AGREEMENT BETWEEN the City of Tigard, a municipal corporation of the State of
Oregon, hereinafter called City, and Bullard Smith Jernstedt Wilson, P.C., hereinafter called
Legal Counsel, entered into on the 7th day of July, 2004, is hereby amended as follows:
2. EFFECTIVE DATE AND DURATION:
This Agreement shall become effective upon the date of execution, and shall expire,
unless otherwise terminated or extended, on December 31,2005.
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. All original terms and conditions of the Agreement that are not specifically
addressed in this Amendment shall remain in effect for the duration of the Agreement.
CITY OF TIGARD BULLA , S TH,JERNSTEDT, & WILSON
Signature Signature
V1 Irk
Printed Name Printed Name
6A
Date Date