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HomeMy WebLinkAbout2007-188 Contract - Harrang, Long, Gary, Rudnick Contract for Legal Services CITY OF ASHLAND 20 East Main Street Ashland, Oregon 97520 Telephone: 541/488-6002 Fax: 541/488-5311 CONSULTANT: Jens Schmidt CONTACT: Harrang Long Gary Rudnick P.C. ADDRESS: 360 East 10th Avenue, Suite 300, Eugene, OR 97401 TELEPHONE: 541-485-0220 DATE AGREEMENT PREPARED: July 17, 2007 FAX: 541-686-6564 COMPLETION DATE: until services no longer BEGINNING DATE: Juiy 17, 2007 desired by City COMPENSATION: $300 per hour for Jens Schmidt, lesser amounts for other attorneys or law clerks within the firm. SERVICES TO BE PROVIDED: Representation of the City in the Mt. Ashland Association (MAA) v. Citv of Ashland lawsuit. ADDITIONAL TERMS: Total cost of this contract not to exceed $50,000. FINDINGS: Pursuant to AMC 2.52.040E and AMC 2.52.060, after reasonable inquiry and evaluation, the undersigned Department Head finds and determines that: (1) the services to be acquired are personal services; (2) the City does not have adequate personnel nor resources to perform the services; (3) the statement of work represents the department's plan for utilization of such personal services; (4) the undersigned consultant has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints provided; (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable. NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as follows: 1. Findings I Recitations. The findings and recitations set forth above are true and correct and are incorporated herein by this reference. 2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such service. 3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel assigned to the work required under this contract are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated above and complete the service by the completion date indicated above. 5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified above. Once work commences, invoices shall be prepared and submitted by the tenth of the month for work completed in the prior month. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. 6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of City. 7. Living Wage Requirements: If the amount of this contract is $17,342 or more, Consultant is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any Subcontractor Contract for Legal Services Page 1 who performs 50% or more of the service work under this contract. Consultant is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform work or services attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 9. Termination: a. Mutual ConsenJ This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. c. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. 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 contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this contract. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this contract if Consultant fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obliaation/Liabilitv of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Consultant shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to Cit all contract documents, information, works-in- ro ress and other ro ert that are Contract for Legal Services Page 2 or would be deliverables had the contract been completed. City shall pay Consultant for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City. Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to this contract. Consultant is a subject employer that will comply with ORS 656.017. 11. Assignment and Subcontracts: Consultant shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 12. Default. The Consultant shall be in default of this agreement if Consultant: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 13. Insurance. Consultant shall at its own expense provide the following insurance: a. Worker's Comoensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers. b. Professional Liabilitv insurance with a combined single limit, or the equivalent, of not less than $1,000,000. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract. c. Notice of cancellation or chanae. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s) to the City. 14. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Consultant that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Consultant, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh A endme t to the United States Constitution, or otherwise, from any claim or from the 'urisdi ti CON U BY TITLE Contract for Legal Services Page 3 DATE CONTRACT AWARD AND FINDINGS DETERMINED BY: 1,.ao ~O't DATE 7 /ICJ/tJ7 . FederallD# q~- a~l.\~~~3 *Completed W9 form must be submitted with contract Contract for Legal Services Page 4 By: M- City Department Head 879,98.16,99.89419& ACCOUNT # .,lb.ol.o1.oC'. (,0 l'f 0 (For City purposes only) PURCHASE ORDER # ~77gCJ Form W-g (Rev. November 2005) Department of the Treasury Internal Revenue 5enI1ce N Name (as shown on your income tax return) ~ Harrang Long Gary Rudnick P .C. 0. Business name, if different from above c: o Gl !!! ~:8 ~2 c:1i 1:.5 ll.u II: 'ij 8- en :B r.n Request for Taxpayer Identification Number and Certification Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident aDen, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get 8 TIN on page 3. Note. If the account is In more than one name, see the chart on page 4 for guidelines on whose number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (8) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ORS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person Qncluding a U.S. resident aDen). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax retum. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement ORA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.) ~~:;, I ~~~":;:O:f ~ r (\ ~ Date ~ ,I" / ~ ) o IndividuaV Check appropriate box: Sole proprietor Address (number, street, and apt. or suite no.) 360 East 10th Avenue, Suite 300 City, state, and ZIP code Eugene OR 97401.3248 Usl account number(s) here (optional) III Corporation er Identification Number IN) Purpose of Form A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. U.S. person. Use Form W-9 only if you are a U.S. person Qncluding a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. For federal tax purposes, you are considered a person if you are: Give form to the requester. Do not send to the IRS. o Exempt from backup w~hholding Requester's name and address (optionaQ o Partnership 0 Other ~ m.___m..__... I Social security number I I + I + I or . An individual who is a citizen or resident of the United States, . A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or . Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information. Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: . The U.S. owner of a disregarded entity and not the entity, Cat.. No_ 10231X Form W-9 (Rev 11-2005) OREGON WORKERS' COMPENSATION CERTIFICATE OF INSURANCE .!!aU CERTIFICATE HOLDER: CITY OF ASHLAND 20 EAST MAIN STRET ASHLAND, OR 97520 The policy of insurance listed below has been issued to the insured named below for the policy period indicated. The insurance afforded by the policy described herein is subject to all the terms. exclusions and conditions of such policy. POUCY NO. 277075 POUCY PERIOD 01/01/2007 TO 01/01/2008 ISSUE DATE 08/13/2007 INSURED: HARRANG LONG GARY RUDNICK PC PO BOX 11620 EUGENE, OR 97440-3820 BROKER OF RECORD: LIMITS OF LIABILITY: Bodily Injury by Accident $500,000 Bodily Injury by Disease $500,000 Bodily Injury by Disease $500,000 each accident each employee policy limit DESCRIPTION OF OPERATIONS/LOCATIONS/SPECIAL ITEMS: IMPORTANT: The coverage described above is in effect as of the issue date of this certificate. It is subject to change at any time in the future. This certificate is issued as a matter of information only and confers no rights to the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies above. ~Er C SAIF CORPORATION 1400 High St SE I Salem, OR 973121 P: 800.285.85251 www.saif.com OREGON STATE BAR PROFESSIONAL LIABILITY FUND 2007 CLAIMS MADE PLAN DECLARATIONS Jens schmidt Harrang Long Gary Rudnick PC 360 E 10th Ave Ste 300 PO BOX 11620 Eugene, OR 97440 CERTIFICATE NO. 843417 NAMED PARTY: Jens schmidt COVERAGE PERIOD: January 1, 2007 through December 31, 2007 unless terminated by the Named Party at an earlier date pursuant to PLF policy 3.400 RETROACTIVE DATE: September 1, 1987 LIMITS OF COVERAGE: $300,000 Aggregate / $50,000 Claims Expense Allowance as provide~ in section V and Section VI DEDUCTJ:BLES: NONE Your copy of the 2007 Claims Made plan is published in your 2007 oregon State Bar Membership Directory and on the PLF website, www.osbplf.org. please call us for a separate large print copy. WARNINGS This is a Claims Made Plan. This plan contains prOV1Slons that reduce THE Limits of coverage stated in the plan by the costs of legal defense. See sections IV and VI of the claims Made plan. various provisions in this plan restrict coverage. Read the entire plan to determine rights, duties, and what is and is not covered. ,,'. . ., \,' '. '.:. ",- ... ":.. : . " " . -", . ........ ,'. '. PROFESSIONAL LIABILITY FUND 5335 S.W. MEADOWS RD. ,SUITE 300 P.o. BOX 1600 LAKE OSWEGO, OREGON 97035-0600 503-639-6911 TOLL FREE IN ORE~ 1-800-452-1639 FAX 503 620-8637 WWW.oSBPLF.ORG JAN 2 5 2007 OREGON STATE BAR PROFESSIONAL LIABILITY FUND 5335 S.W. M&ADOWS RD..8U1TE 300 P.O. SOX 1llOO UII<E OSWEGO, ORl!GON I703MIlOO !i03-t3lI.e811 TOlA. FAEE IN OREGON 1~.1838 FAx !i03l184.T2!iO 2007 EXCESS PROGRAM DECLARATIONS SHEET EXCESS PLAN NUMBER - 07-485-0220 I I I I CLAIMS MADE EXCESS PLAN. THIS EXCESS PLAN PROVIDES COVERAGE FOR ONLY THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE COVERED PARTY DURING THE COVERAGE PERIOD OR THE EXTENDED .REPORTING PERIOD, IF PURCHASED, AND REPORTED TO US IN ACCORDANCE WITH THE TERMS OF THIS EXCESS PLAN. PLEASE REVIEW THE EXCESS PLAN CAREFULLY. THIS EXCESS PLAN CONTAINS PROVISIONS THAT REDUCE THE LIMITS OF COVERAGE STATED IN THE EXCESS PLAN BY THE COSTS OF L~GAL DEFENSE. THIS EXCESS PLAN IS ASSESSABLE AS PROVIDED UNDER SECTION XI OF THE EXCESS PLAN 'AND IN THE APPLICATION. 1. THE FIRM: HARRANG LONG GARY RUDNICK, PC 2. ADDRESS: SUITE 300 360 E. 10TH AVENUE EUGENE, OR 97401 3. COVERAGE PERIOD: JANUARY 01, 2007 TO DECEMBER 31, 2007 4. . LIMITS OF COVERAGE: $2,700,000 EACH CLAIM $2,700,000 AGGREGATE EXCESS OF PLF PRIMARY LIMITS ~. DEDUCTIBLE: NONE / $S ,000 EACH CLAIM FOR NON-OREGON ATTORNEYS 6. EXCESS PLAN ASSESSMENT: $65,988 7. ENDORSEMENTS: -- NONE-- 8. RETROACTIVE DATE: APPLIcABLE 2007 PLF CLAIMS MADE PLAN RETROACTIVE DATE(S) OR 01/01/1957, WHICHEVER DATE IS MOST RECENT. 9. EXCESS PLAN FORM: 2007 CLAIMS MADE EXCESS PLAN I I I i I l DECLARATION SHEET FOR EXCESS COVERAGE 07-48e-0220 HARRANG LONG GARY RUDNICK, PC Page 1 of4 10. FIRM ATTORNEYS: 510436 JAMES P HARRANG 670777 STANTON F LONG 721752 FRANK A MOSCATO 730313 BRUCE A BISHOP 752673 JAMES E MOUNTAIN JR 770325 WILLIAM F GARY 772631 JEROME LIDZ 784199 MARK R WAOA 784530 DAVID R DENECKE 830835 SHARON A RUDNICK 831107 GLENN KLEIN 841458 SUSAN D MARMADUKE 843417 JENS SCHMIDT 851713 DOUGLAS S CHIAPUZIO 870704 ARDEN J OLSON 922205 ELIZABETH A EARLS 945374 JILLIAN R BRUCE 950974 ' WALTER W MILLER 953656 EMILY N JEROME 973280 'JEFFERY J MATTHEWS '973495 CHRISTINE CUSICK NESBIT 981530 KATHRYN P BROTHERTON 981928 CRAIG J CAPON 983514 C ROBERT STERINGER 992074 KARLA ALDERMAN 000293 JOLYNN M BROWN 001966 JASON M AYRES 002640 ANDREA D DAVIS 014548 ROSS M WILLIAMSON 021687 NICOLE RACHAEL COMMISSIONG 022457 WENDY J BAKER 033252 SIVHWA GO 033886 ADINA MATASARU 043540 JONA JOLYNE MAUKONEN 043675 KIRK A MOORE 065989 LAUREN A SOMMERS 11. PREDECESSOR FIRMS: MOSCATO & HALLOCK PC HARRANG LONG GARY RUDNICK P.C. HARRANG LONG WATKINSON LAIRD & RUBENSTEIN, PC HARRANG LONG WATKINSON ARNOLD & LAIRD, PC HARRA~G LONG WATKINSON &'ARNOLO, PC HARRANG & SWANSON HARRANG, SWANSON, LONG & WATKINSON HARRANG SWANSON LONG & WATKINSON PC JOHNSON, HARRANG & SWANSON JOHNSON, HARRANG, SWANSON & LONG JOHNSON, HARRANG & MERCER DECLARATION SHEET FOR EXCESS COVERAGE 07-485-0220 HARRANG LONG GARY RUDNICK. PC \ L \ Page2of4 JOHNSON, JOHNSON & HARRANG 12. FORMER ATTORNEYS: 742845 LOUIS D SAVAGE 820888 MARY MERTENS JAMES . 883737 PATRICIA LOCKARY CHAPMAN 893257 BARBARA NOVAK 903135 LINDA J KESSEL 923576 K BRUCE KNIVILA 933760 KATHERINE L MOYER 943280 CAROLINE R GUEST 965088 DAVID J BRABENDER 980746 ALAN J LEIMAN 982658 SHARON M JUTILA 990510 JUSTIN D GERICKE 993113 E BRADLEY LITCHFIELD 993611 EVA S HERRERA 002070 MICHELLE A BLACKWELL 003101 JANICE L MACKEY 004229 ELISSA WESTBROOK-SMITH 004268 A 020394 MEUY FOU CHAO 021426 JONATHAN R MIKO 045420 JUDITH A RECCHIO 050356 SEAN T WATERS 050388 AUDREY A BAKER 053091 CRAIG L LEIS 055090 MATTHEW SINGER NOO102 J. DAVID GIBBS N0010S MICHAEL C. WANG . N00107 ANTOINETTE G. MILLS N00108 DANIELLA R. SIMON 13. OTHER CONDITIONS OR REQUIREMENTS: -- NONE-- 14. CURRENT NON-OREGON ATTORNEYS -- NONE-- 15. FORMER NON-oREGON ATTORNEYS RETROACTIVE DATE 01/01/2001 05/04/2001 04/24/2000 10/16/1997 02/05/2001 11/24/1997 BAR# N00102 N0010S N00106 N00107 N00108 NOOI09 NAME J. DAVID GIBBS MICHAEL C. WANG SHERIDA A STROBLE ANTOINETTE G. MILLS DANIELLA R" SIMON MARIA S. BELLAFRONTO I I I I I I \ SEPARATION DATE 12/31/2005 09/06/2002 11/09/2000 05/31/2003 09/06/2002 02/08/2000 DECLARATION SHEET FOR EXceSS COVERAGE 07-485-0220 HARRANG LONG GARY RUDNICK, PC Page 3 of 4 16. EXCLUDED ATTORNEYS -- NONE-- 17. EXCLUDED FIRMS -- NONE-- OREGON STATE BAR PROFESSIONAL LIABILITY FUND BY: DATE: z...t ~ -01 DECLARATION SHEET FOR EXCESS COVERAGE 07-485-0220 HARRANG LONG GARY RUDNICK, PC Page4of4 i I I I I , I ! J i I i < I I i i ! i . I I . ~ I I I I I i i , I i i i I t \ ! \ j I I I i ! \ ! j ! '\ i i i , I I i I I i I ~A' CiTY RECORDER'S COpy Page 1 / 1 CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 VENDOR: 004254 . HARRANG, LONG, GARY, RUDNICK, ATTORNEY~ POBOX 11620 EUGENE, OR 97440 SHIP TO: City of Ashland (541) 488-6002 20 E MAIN STREET ASHLAND, OR 97520 FOB Point: Tenns: Net Req. Del. Date: Speclallnst: Req. No.: Depl: ADMINISTRATION Contact: Lee TuneberQ Conflnnlng? No LeQal representation for the City of Ashland in the Mt Ashland Association (MAA) v. City of Ashland Lawsuit 50,000.00 Contract for LeQal Services Date of aQreement: July 17, 2007 8eQinninQ date: July 17, 2007 Completion date: "Until services are no 10nQer needed" Compensation: $300 per hour for Jens Schmidt, lesser amounts for other attorneyS or law clerks within the firm. Total cost not to exceed $50,000 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 SUBTOTAL TAX FREIGHT TOTAL ~I-,j .J.- """"'-1?1 - &~::;JLeO VENDOR COpy