Miller Nash Graham & Dunn LLP ~ C170087 City of Tigard
CONTRACT CHANGE ORDER/ 13125 SW Hall Blvd.
= r AMENDMENT SUMMARY Tigard,Oregon 97223
Phone-(503) 639-4171
FIELD CHANGE ORDER FORM Fax- (503) 684-7297
www.ti and-or.=ov
Project Title: Fanno Creek Overlook Project Project Manager: Shelb,-R4mliw—lei KALA-
Contractor: Miller Nash Graham& Dunn LLP Original Contract#:C170087
Effective Dates: 4/11/2017—4/31/2020 Chane Order/Amendment Amount:
Accounting String: Amendment Percentage Running Total: %
AMENDMENT DETAILS
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise
terminated or extended, on Deeember34, 2049 March 31, 2020. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
CITY OF TIGARD
Attn: Seaft FftffeRy,Redevelapmeftt PM
Shelbv lea, Cin Attorney 124'h-A-i-A
Address: 13125 SW Hall Boulevard
_ Tigard, Oregon 97223
Phone: (503) 718-24-29 2579
Email.
shelb na.fi and-or. o%-
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
BUDGET IMPACT AND REQUIRED ACTIONS
i
REQUESTING PROJECT MANAGER APPRO G CITY STAFF
Signature Signature
Date Oate
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 Signature
work. The unit pricing in the original contract shall apply to all
additional work. rl 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 bud et Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
FANNO CREEK OVERLOOK PROJECT
C170087
AMENDMENT #3
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and Miller Nash Graham&Dunn,LLC, hereinafter referred to as Contractor, entered into on the 11`h
day of April 112017,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 Peee bee 34,-2014 March 31,2020. All work under this Agreement shall
be completed prior to the expiration of this Agreement.
12. Method and Place of Giving Notice, Submitting Bills and Making Payments
CITY OF TIGARD MILLER NASH
Attn: ._______ _____-„--___:_-_r_______P_,- Attn: Jeffrey Condit
Shelby- nom,Citi-Attornev f-'ry fALA-
Address: 13125 SW Hall Boulevard Address: 111 SW Fifth Ave
Tigard, Oregon 97223 Portland,OR 97204 _
Phone: 503 718-242-9 2579 Phone: 503 224-5858
.._n.:e,...a o4 �_
Email: � �� Email: J eff.Conditj�z,millernash.com
shelb� r ti lard-or.gov
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 MILLER NASH GRAHAM&DUNN,Ly"-04 P
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Signature Signature
Printed Name Printed Name
Date Date
Citi cif T"'
ON'T'RA:CT, CHANGE � � 13125 S Hall Blvd,.
Ti and :0*eggn 97 23,
JP gine-( 3j"6 - ?�
LDANGE CRIER Fi � i )X84 X297
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Project Title: Fanno Creek Overlook Project Manager: Sean Farrell
Contractor:Miller Nash Graham&Dunn LLP Original Contract #C170087:
Effective Dates: 04/11/2017 to 6/30/2017 Change Order/Amendment Amount:
Accountin Strin Amendment Percenta e Run nin Total. %
�. �IME�TOMEN�'I��TAIIG.;S ...
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise
terminated or extended, on zn 20 n I)ccember 31, 2019. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT'
BUDGET IMPAC I AND REQUIRED;ACTIONS
REQUESTING P JET T LAGER; PROVING CITY S TAFF
i aforenature'
3 �
L?ate,:
Contractor is hereby authorized by the City of Tigard to perform TRGt?
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 all Signature
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. Tate
CITY OFTIGARD,OREGON
AMENDMLN'I*'FO CONTRACT
FANNO CREEK OVERLOOK PROJECT
C170087
AMENDMENT #2
The Agreement between the City ofTigard,a municipal corporation of the State of Oregon,hereinafter called
City, and Miller Nash Graham k, Dunn, l-l-C, hereinafter referred to as Contractor, entered into on the I l'
day of April, 2017, is hereby articticled as follows:
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution,and shall expire,unless other-,,4se
terminated or extended, on All work tinder this Agreement shall
be completed prior to the expiration of this Agreement.
IN \X'I'I"Nl-"SS 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 77E DUNN,LL(�: r
S -niatiii-e
nature
jeffrev G. Condit
Printed Name Printed Name
IP13M June 18,2019
Date L I Date
Cats of`Iigatd
' CONTRACT CHANGE ORDER/ 13125 SW Hau Blvd.
Tigard,Oregon 97223
_ AMENDMENT SUMMARY ,, Phone-(503)639-4171
r FIELD CHANGE ORDER FORM Fax-(505) 684-7297
Project Title: Fanno Creek Overlook Project Project Manager: Sean Farrell
Contractor:Miller Nash Graham&Dunn,LLC Original Contract#: C170087
Effective Dates: 4/11/2017—6/30/2019 Chane Order/Amendment Amount: 0.00
Accounting String: Amendment Percentage Running Total: °%
AMENDMENT DETAILS
Extend contract to June 30,2019 as project is taking longer than expected.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
BUDGET LMPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER APPROVING CITY STAFF
Signature
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 the project's FY budget. Pate
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
FANNO CREEK OVERLOOK PROJECT
C170087
AMENDMENT #1
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and miller Nash Graham&Dunn,LLC,hereinafter referred to as Contractor, entered into on the 11
day of April,2017,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 June 30, 2019. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
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 OFT MILL H GRAHAM&DUNN,LLC
ature Si afar
P;7We Printed Name
to 9�5�
134 Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUST ACCOMPANY EVERY CONTRA cT)
Contract Title: Fanno Creek Overlook Number:
Contractor Aliller Nash Graham&Dunn LLP Corittact Total:
Contract Overview. Real estate attorney representation for Fanno Creek overlook project
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate Q Low
Risk Reduction Steps-
Risk Comments:
Risk Signature:
Contract Manager- Sean Farrellv Ext: 2420 Department Com. Dev.
Ti?e ❑ Purchase.Agreement ❑ Personal Service ❑ Genetal Service ❑ Public Improvement
❑ IGA 0 Other: _attorney Svcs Agreement Start Date: 4/11/2017_ End Date: 6/30/17
Quotes/Bids/'Proposal.- FIRM AmouNT/ScoRE
Direct atiuoint
Account String: Fund-Division-Account Work Order-Activity 1=e Amount
FY 16-17 100-3700-54003 150 Attornev
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments-
Department Signature:
Purchasing Comments-
Purchasing Signature:
City Manager Comments: 1 41"In ie- S�e-" QGf-Ou:t e-A e-
City.Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract 1
CITY OF TIGARD,OREGON
ATTORNEY SERVICES AGREEMENT
FANNO CREEK OVERLOOK PROJECT
THIS AGREEMENT, made and entered into this 11t' day of April, 2017, by and between the City of
Tigard, a municipal corporation, hereinafter referred to as the "City," and Miller Nash Graham & Dunn
LLP,hereinafter referred to as the "Legal Counsel."
RECITALS
WHEREAS, the City's 2016-2017 fiscal year budget provides for Legal Counsel services for the Fanno
Creek Overlook project;and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and
essential to the program of the City;and
WHEREAS, the City desires to engage the Legal Counsel to render professional legal services for the
project described in this Agreement,and the Legal Counsel is willing and qualified to perform such services;
THEREFORE,in consideration of the promises and covenants contained herein,the parties hereby agree
as follows:
1. Legal Counsel's Scope of Services
The Legal Counsel shall perform professional legal services relevant to the Project in accordance with
the terms and conditions set forth herein, and as provided in Exhibit A,which is attached hereto and
by this reference made a part of this Agreement.
2. Effective Date and Duration
This agreement shall become effective upon the date of execution, and shall expire, unless otherwise
terminated or extended,on completion of the work or June 30,2017 whichever comes first. All work
under this Agreement shall be completed prior to the expiration of this Agreement.
3. Legal Counsel's Fee
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
Partners $365/hr
Paralegals $115-$375/hr,
depending on specialty
Associates $275-$295/hr
depending on experience
C. The direct cost for such items as long distance charges,messenger services,printing,mileage(at the
contract year's IRS approved rate), copy charges, faxes, and the like will be billed to the City with
no markup or overhead charge added. Mileage for trips between Legal Counsel's office(s) and the
City offices shall not be charged to the City-.
D. Payment will be made in installments based on Legal Counsel's invoice, subject to the approval
of the City Manager,or designee,and not more frequently than monthly. Payment shall be made
only for work actually completed as of the date of invoice.
E. Payment by City shall release City from any further obligation for payment to Legal Counsel,for
services performed or expenses incurred as of the date of the invoice. Payment shall not be
considered acceptance or approval of any work or waiver of any defects therein.
F. Legal Counsel shall make payments promptly,as due,to all persons supplying labor or materials for
the prosecution of this work.
G. Legal Counsel shall not permit any lien or claim to be filed or prosecuted against the City on any
account of any labor or material furnished.
H. Legal Counsel shall pay to the Department of Revenue all sums withheld from employees pursuant
to ORS 316.167.
I. If Legal Counsel fails,neglects or refuses to make prompt payment of any claim for labor or services
furnished to Legal Counsel or a subcontractor by any person as such claim becomes due, City's
Finance Director may pay such claim and charge the amount of the payment against funds due or
to become due the Legal Counsel. The payment of the claim in this manner shall not relieve Legal
Counsel or their surety from obligation with respect to any unpaid claims.
J. Legal Counsel shall pay employees at least time and a half pay for all overtime worked in excess of
40 hours in any one week except for individuals under the contract who are excluded under ORS
653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime.
K Legal Counsel shall promptly,as due,make payment to any person,co-partnership,association or
corporation, furnishing medical, surgical and hospital care or other needed care and attention
incident to sickness or injury to the employees of Legal Counsel or all sums which Legal Counsel
agrees to pay for such services and all moneys and sums which Legal Counsel collected or deducted
from the wages of employees pursuant to any law, contract or agreement for the purpose of
providing or paying for such service.
L. The City-certifies that sufficient funds are available and authorized for expenditure to finance costs
of this contract.
4. Ownership of Work Product
A. 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 Agreeement, 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.
B. The City shall make copies, for the use of and without cost to the Legal Counsel, of all of its
maps,records,laboratory tests,or other data pertinent to the work to be performed by the Legal
Counsel pursuant to this Agreement, and also make available any other maps,records, or other
materials available to the City from any other public agency or body.
2 �
C. The Legal Counsel shall furnish to the City,copies of all maps,records,field notes,and soil tests
which were developed in the course of work for the City and for which compensation has been
received by the Legal Counsel at no additional expense to the City except as provided elsewhere
in this Agreement.
D. Nothing in this section in intended to be construed as waiNing the City's right to assert the
attorney-client privilege with regard to any record produced by Legal Counsel, or to restrict the
right of the City to withhold disclosure of that record as may be permitted under the Public
Records Law.
5. Assignment/Delegation
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the
written consent of the other and no assignment shall be of any force or effect whatsoever unless and
until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Legal
Counsel shall be fully responsible for the acts or omissions of any subcontractors and of all persons
employed by them,and neither the approval by City of any 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 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 b5 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 Sy stem 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.
3 [
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 b;City shall not operate as a waiver or release.
Claims for other than Professional Liability.Legal Counsel agrees and shall indemnify, defend, save
and hold harmless the City of Tigard, its officers, employees, agents, and representatives from all
claims, suits, or actions and all expenses incidental to the investigation and defense thereof, of
whatsoever nature,including intentional acts resulting from or arising out of the activities of Legal
Counsel or its subcontractors, sub-Legal Counsels, agents or employees in performance of this
contract 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.. 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.
Claims for Professional Liability. Legal Counsel-shall defend,hold harmless,and indemnify the City
of Tigard,its officers, agents, and employees from all claims, suits, or actions of whatsoever nature
resulting soleliy from or arising solely out of the professionally negligent acts;or omissions of Legal
Counsel,its officers,employees,subcontractors,or agents. This section shall not apply to the extent
that this section would abrogate coverage under the applicable insurance policies.
8. Insurance
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 risks arising directly or indirectly out
of Legal Counsel's activities or work hereunder,including the operations of its subcontractors of any
tier. Such insurance shall include provisions that such insurance is primary insurance with respect to
the interests of City and that any other insurance maintained by City is excess and not contributory
insurance with the insurance required hereunder.
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 Properoy Damage
on an "occurrence" form (CG 2010 1185 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 $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage (Any one fire) $50,000
41
B. Legal Error& 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$3,000,000 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(Symbol 1 or Symbols 8 and 9 as applicable)Commercial Automobile Liability coverage
on an "occurrence" form including coverage for all owned, hired, and non-owned vehicles. The
Combined Single Limit per occurrence shall not be less than$2,000,000.
If Contractor operates a personally-owned vehicle for business use under this contract, the
Contractor shall 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 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 are subject employers under the Oregon Workers'Compensation Law and shall
comply with ORS 656.017,which requires them to provide workers' compensation coverage that
satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon
workers'compensation coverage for their workers who work at a single location within Oregon for
more than 30 days in a calendar year.Legal Counsels who perform work without the assistance or
labor of any employee need not obtain such coverage. This shall include Employer's Liability
Insurance with coverage limits of not less than$1,000,000 each accident.
E. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability, shall
include the City its officers, employees, agents and representatives as additional insureds with
respect to this contract. Coverage will be endorsed to provide a"per project"aggregate.
F. Extended Reporting Coverage
If any of the aforementioned liability insurance 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 such if less than 24 months.
Legal Counsel will be responsible for furnishing certification of Extended Reporting coverage as
described or continuous "claims-made" liability 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. Coverage
will be endorsed to pro-.ide a"per project"aggregate.
G. Insurance Carrier Rating
Coverage provided by the Legal Counsel 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.
5 �
H. 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 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 address below prior to coverage expiration.
I. Independent Legal Counsel Status
The service or services to be rendered under this contract are those of an Legal Counsel. Contractor
is not an officer,employee or agent of the City as those terms are used in ORS 30.265.
J. 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.
K. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability and
commercial automobile policies required by this contract.
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 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. 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.
10. 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.
6 �
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,mai=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
days or such other period as City may authorize.
3) If Legal Counsel fails to eliminate a conflict as described in Section 14 of this agreement.
The rights and remedies of City provided in the above clause related to defaults (including breach
of contract) by Legal Counsel shall not be exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph(B),Legal Counsel shall be entitled to receive
as full payment for all services satisfactorily rendered and expenses incurred, an amount which
bears the same ratio to the total fees specified in this Agreement as the services satisfactorily
rendered by Legal Counsel bear to the total services otherwise required to be performed for such
total fee; provided, that there shall be deducted from such amount the amount of damages, if
any, sustained by City due to breach of contract by Legal Counsel. Damages for breach of
contract shall be those allowed by Oregon law,reasonable and necessary Legal Counsel fees,and
other costs of litigation at trial and upon appeal.
11. 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 an; future
occasion.
12. Method and Place of Giving Notice, Submitting Bills and Making 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:
7 �
CITY OF TIGARD MILLER NAm
Attn: Sean Farrelly,Redevelopment PM Attn: Jeffrey Condit
Address: 13125 SVC Hall Boulevard Address: 111 SW Fifth Ave
Tigard,Oregon 97223 Portland,OR 97204
Phone: (503) 718-2420 Phone: (503) 224-5858
Email: Email: le`r'.t,r>i (1t!'fnit-10]er:' .ii,'ro",
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.
13. 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.
14. Professional Services
In providing legal services to the City,Legal Counsel agrees that the Oregon Rules of Professional
Conduct shall govern Legal Counsel's conduct and representation of the City,including,but not
limited to,Legal Counsel's handling of potential conflicts of interest.
15. Force Majeure
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 subcontractor or supplies due to such cause;provided
that the parties so disenabled shall within ten 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.
16. 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 659A.142, and all regulations and administrative rules established
pursuant to those laws. �kll facilities designed by Legal Counsel under this contract shall be designed
to be readily accessible to and usable by individuals with disabilities as required by the Americans with
Disabilities Act.
17. 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 v�-ithout additional cost.
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18. Extra(Changes)Work
Only the City's Project Manager may authorize extra (and/or change)work. Failure of Legal Counsel
to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract
price or contract time due to such unauthorized extra work and Legal Counsel thereafter shall be
entitled to no compensation whatsoever for the performance of such work.
19. 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.
20. Compliance With Applicable Law
Legal Counsel shall comply with all federal,state,and local laws and ordinances applicable to the work
under this Agreement,including those set forth in ORS 279A,279B,and 279C.
21. Conflict Between Terms
It is further expressly agreed by and between the parties hereto that should there be any conflict
betvieen 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.
22. 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.
23. 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.
24. Audit
Legal Counsel shall maintain records to assure conformance v-ith 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.
25. 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.
26. Representations and Warranties
Legal Counsel represents and warrants to the City that:
A. Legal Counsel has the power and authority to enter into and perform this Agreement.
B. This Agreement,when executed and delivered,is a valid and binding obligation of Legal Counsel,
enforceable in accordance with its terms.
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C. Legal Counsel (to the best of Legal Counsel's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement,faithfully has complied with:
1) All tax laws of this state,including but not limited to ORS 305.620 and ORS chapters 316,
317,and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to Legal
Counsel,to Legal Counsel's property, operations,receipts, or income, or to Legal Counsel's
performance of or compensation for any work performed by Legal Counsel;
3) Any tax provisions imposed by a political subdivision of this state that applied to Legal
Counsel,or to goods,services,or property,whether tangible or intangible,provided by Legal
Counsel;and
4) Any rules,regulations, charter provisions, or ordinances that implemented or enforced any
of the foregoing tax laws or provisions.
D. Any intellectual property-rights or such delivered to the City under this Agreement, and Legal
Counsel's services rendered in the performance of Legal Counsel's obligations under this
Agreement,shall be provided to the City free and clear of any and all restrictions on or conditions
of use, transfer, modification, or assignment, and shall be free and clear of any and all liens,
claims,mortgages,security interests,liabilities,charges, and encumbrances of any kind.
27. Compliance with Tax Laws
A. Legal Counsel must,throughout the duration of this Agreement and any extensions,comply with
all tax laws of this state and all applicable tax laws of any political subdivision of the State of
Oregon. For the purposes of this Section, "tax laws" includes all the provisions described in
subsection 25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this Agreement.
Further,any violation of Legal Counsel's warranty,in subsection 25.0 of this Agreement,that the
Legal Counsel has complied with the tax laws of the State of Oregon and the applicable tax laws
of any political subdivision of this state also shall constitute a material breach of this Agreement.
Any violation shall entitle the City to terminate this Agreement,to pursue and recover any and all
damages that arise from the breach and the termination of this Agreement, and to pursue any or
all of the remedies available under this Agreement, at law, or in equity,including but not limited
to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and -AYthholding of amounts othervise due and owing to
Legal Counsel,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory or
injunctive relief. The City shall be entitled to recover any and all damages suffered as the
result of Legal Counsel's breach of this Agreement, including but not limited to direct,
indirect,incidental and consequential damages, costs of cure, and costs incurred in securing
a replacement Legal Counsel.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City may
pursue any remedy or remedies singly, collectively, successively,or in any order whatsoever.
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28. Complete Agreement
This Agreement,including the exhibits,is intended both as a final expression of the Agreement between
the Parties and as a complete and exclusive statement of the terms. In the event of an inconsistency
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 shall control. In the event of an inconsistency between Exhibit A
and Exhibit B,Exhibit A shall control.
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/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 Legal Counsel has executed this Agreement on the date hereinabove first written.
CrrY of TIGARD Mut ER NASH GRAHAM&DuNN LLP
By: Marts-Wine, City Manager By: Kieran J. Curle•,Managing Partner
` -t f-J-0)7 10001
Date Date
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EXHIBIT A
SCOPE OF SERVICES
The Legal Counsel shall render professional attorney services for the City's Fanno Creek Overlook project,
including,but not limited to,the following areas:
1. Real property law—federal,state and local
2. Real propert<;transactions (including but not limited to,structuring of sales and purchase agreements,
options to purchase, 1031 exchanges,rights of first refusal,leases,lease hold interests, dedications,
easements,rights-of-entry,vacations, condemnations,environmental impacts);
3. Prospective Purchasers Agreements (PPA)with DEQ when purchasing contaminated property (brown
fields);
4. Federal Uniform Relocation Assistance and Real Property Acquisition Policy Act of 1970;
5. Landlord/tenant laws
6. Litigation and claim support;and
7. Development of local policy/procedure and employee training.
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