Cable Huston Benedict Haagensen & Lloyd - 8-1105 a
CITY OF TIGARD,OREGON
Legal Services
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 8th of January, 2008, by and between the CITY OF TIGARD,
a municipal corporation of the State of Oregon, hereinafter called City, and Cable Huston Benedict Haagensen
&Lloyd LLP,hereinafter called Contractor.
RECITALS
City has need for the services of a company with a particular training, ability, knowledge, and experience
possessed by Contractor, and
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:
SCOPE OF WORK
Contractor shall initiate services on 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 — Scope of Work and by this
reference made a part hereof.
EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon execution and shall expire, unless otherwise terminated or
extended, on 7th of January, 2009. All work under this Agreement shall be completed prior to the expiration of
this Agreement.
COMPENSATION
City agrees to pay Contractor an amount not to exceed Ten Thousand and 00/100 dollars ($10,000.00) annually
for performance of those services described in this Agreement. Payment will be made based on Contractor's
invoice, subject to the approval of Dennis Koellermeier, Public Works Director, and not more frequently than
monthly. Payment shall be payable within thirty(30) days from the date of receipt by the City.
CONTACT INFORMATION
All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax.
Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and
contacts shall be used to transmit notices, bills,payments, and other information:
Contact Manager for City: Contact Manager for Contractor:
City of Tigard Company: Cable Huston Benedict Haagensen &
Lloyd LLP
Attn: Dennis Koellermeier, PW Director Attn: Clark Balfour
13125 SW Hall Blvd., Tigard, Oregon 97223 Address: Suite 2000, 1001 SW Fifth Avenue
Portland, OR 97204
Phone: 503-639-4171 ext. 2596 Phone: 503-224-3092
Fax: 503-684-8840 Fax: 503-224-3176
Email Address: dennis@tigard-or.gov Email Address: cbalfour@chbh.com
CONTRACTOR AS INDEPENDENT CONTRACTOR
Contractor acknowledges that for all purposes related to this Agreement, Contractor is and shall be deemed to be an
independent contractor as defined by ORS 670.600 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 Contractor 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 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.
Contractor acknowledges that for all purposes related to this Agreement, Contractor is not an officer, employee, or
agent of the City as those terms are used in ORS 30.265.
INDEMNIFICATION
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this
Agreement. Contractor 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 a contractor's work by City shall not operate as a waiver or release.
Contractor and City agree to indemnify and defend the other, and the other's officers, agents and employees and
hold them harmless from any and all liability, causes of action, claims, losses, damages,judgments or other costs or
expenses including attorney's fees and witness costs and (at both trial and appeal level, whether or not a trial or
appeal ever takes place) incurred by the party being indemnified resulting from the indemnifying party's acts (or
failure to act when action is appropriate) that may be asserted by any person or entity which in any way arise from
or relate to this Agreement or the performance of obligations under this agreement, except liability arising out of
the sole negligence of the party being indemnified. The indemnification by Contractor of the City 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.
INSURANCE
Contractor 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 Contractor's activities or work hereunder.
The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and
coverages:
a. Commercial General Liability Insurance
Contractor shall 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 (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 1,000,000
Products-Completed Operations Aggregate 1,000,000
Personal &Advertising Injury 1,000,000
Each Occurrence 1,000,000
Fire Damage (any one fire) 50,000
Medical Expense (any one person) 5,000
b. Business Automobile Liability Insurance
If Contractor will be delivering the goods, Contractor shall provide City a certificate indicating that
Contractor has business automobile liability coverage for all owned, hired, and non-owned vehicles. The
Combined Single Limit per occurrence shall not be less than $1,000,000. Said insurance shall name City as
an additional insured and shall require written notice to City thirty (30) days in advance of cancellation. If
Contractor hires a carrier to make delivery, Contractor shall ensure that said carrier complies with this
paragraph.
c. Workers' Compensation Insurance
The Contractor and all employers providing work, labor or materials under this Contract that are either
subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017,
which requires them to provide workers' compensation coverage that satisfies Oregon law for all their
subject workers or employers that are exempt under ORS 656.126. 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 such coverage. This shall include Employer's Liability Insurance with coverage
limits of not less than$500,000 each accident.
d. Insurance Carrier Rating
Coverages provided by the Contractor 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.
e. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Contractor 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 procuring of such required insurance shall not be construed to limit contractor's liability hereunder.
Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss
caused by negligence or neglect connected with this contract.
TERMINATION
The parties agree that any decision by either party to terminate this Agreement before 7h of January, 2009 shall
be accompanied by sixty (60) days written notice to the other party prior to the date termination would take
effect. There shall be no penalty for early termination. If City terminates the contract pursuant to this paragraph,
it shall pay Contractor for services rendered prorated to the date of termination.
AGREEMENT MODIFICATIONS
Modifications to this Agreement are valid only if made in writing and signed by all parties.
OWNERSHIP OF WORK PRODUCT
City shall be the owner of and shall be entitled to possession of any and all work products of Contractor which
result from this Agreement, including any computations, plans, correspondence or 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.
GOVERNING LAw
Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on non-
discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age,
medical condition or disability. The provisions of this Agreement shall be construed in accordance with the
provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 to be included in a
contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or suits
involving any question arising under this Agreement must be brought in the appropriate court of the State of
Oregon.
CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable, Contractor must make payment promptly as due to persons supplying Contractor labor or materials
for the execution of the work provided by this order. Contractor must pay all contributions or amounts due from
Contractor to the Industrial Accident Fund incurred in the performance of this order. Contractor 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. Contractor further agrees to pay to the Department of Revenue all sums withheld from employees pursuant
to ORS 316.167.
COMPLETE AGREEMENT
This Agreement and attached exhibit 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. Contractor, by the signature of its authorized representative, hereby
acknowledges that he/she 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 Contractor has executed this Agreement on the date hereinabove first written.
CITY F IG CONTRACTOR
,�'e�� /S
y uth rized City staff By: Authorized Agent of ontractor
L-17- 08
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Date date
Exhibit A of
SCOAe'.of Work
Contractor to provide ,legal services assisting the. City of Tigard, the Intergovernmental Water
Board, and the City of'Lake Oswego in,negotiating and drafting an intergovernmental agreement
forming a partnership to develop domestic water supply for the partners. This,engagement not to
exceed$10,000.
ANITA CLARK
From: Joseph Barrett
Sent: Monday, August 11, 2008 11:16 AM
To: Dennis Koellermeier
Cc: ANITA CLARK; Phyllis Harris; Kathy Mollusky; Loreen Mills
Subject: Cable Huston Agreement
Attachments: Joseph Barrett.vcf
I know we've all been discussing this and Craig has just authorized the City's agreement with Cable Huston as a
single seller/sole source service due to the nature of the work being done by the firm and the cost savings this
action allows the City to receive. As such, the agreement is exempt from competitive bidding requirements under
Tigard Public Contracting Rule 10.070 (A) and the findings allowing the declaration are consistent with those
required under ORS 279B.075 (2)(d). If you have any questions please give me a call. Thanks!
f— - - 3oseph Barrett
Sr.Management Analyst
y City of Tigard
Financial&Information Services
13125 SUV Hall Blvd.
`--— Tigard,Oregon 97223
(503)718-24774h;ork
(503)684-7297Fax i
joseph¢tigard-or.gov
1
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CITY OF TIGARD I f W L_,f.D
CONTRACT SUMMARY FORM I
(THIS MUSTACCOMPANYEACH CONTRACT BEFOREAUTHORIZATION SIGNATURE CAN BE ACQUIRED
Tide of Contract Legal Services I Contract#:
Contractor. Cable Huston Benedict Haa ensen&Lloyd LLP I Total: $10,000
Brief Overview: Contractor to provide legal services assisting the City of Tigard,the Intergovernmental
Water Board,and the City of Lake Oswego in negotiating and drafting an
intergovernmental agreement forming a partnership to develop domestic water supply for
the partners.
Changes Made To none
Boilerplate Contract:
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Type of Contract: L3Purcl}sea �e f'" , rsrialce L7,Ga struction 11 Other
Start Date:upon execution nat :1ti7%09.- i'. Award Date: n/a
Contract Manager:Dennis Koerl" r `sio t,-:?-59Gk . = _ e`a€6--"t:PW
p AMOUNT � SCORE
Quotes/Bids/Proposals: ,;.`' _ %'
n-a,= lirec-t oinF71 31
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Department Comments: Z.r
Department Signae Date:
Purchasing Comments:
Purchasing S e: Date: Ol $b '�8
Administration: Date:
Certificate of Insurance Received? Yes ❑ No ❑ Self-Insured (Form Received
Business Tax Current? ❑Yes ❑No Contractor License Current? ❑ Yes ❑ No
Federal TIN/1099 #: 93-1036862 Bonds Required: ❑Yes ULNo
Accounting String. Fund Division Account Total
530 2170 601000 $10,000