HomeMy WebLinkAboutItem 03 Bond Counsel ContractAGENDA ITEM SUMMARY Meeting Date: 10/8/2012
Meeting Type:Regular Meeting
Department: Finance
Staff Contact: Jayne McMahan
S P R I N G F I E L D ECONOMIC Staff Phone No: 541.726.3708
DEVELOPMENT AGENCY Estimated Time: 5 Minutes
ITEM TITLE: BOND COUNSEL CONTRACT
ACTION
REQUESTED:
AUTHORIZE CITY FINANCE DIRECTOR TO SIGN CONTRACT FOR
HAWKINS, DELAFIELD & WOOD LLP – BOND COUNSEL
ISSUE
STATEMENT:
The primary bond counsel for the City and SEDA have moved to a new law firm
and a new contract needs to be executed
ATTACHMENTS: 1.) Bond Counsel Contract Hawkins Delafield & Wood LLP
DISCUSSION/
FINANCIAL
IMPACT:
The City’s primary bond counsel, Harvey Rogers, has moved to a new firm,
Hawkins Delafield & Wood LLP. In order to continue to have representation for
this specialized field of law a contract with the new firm is needed. The City
Municipal Code 2.703 Exempt Contracts allows for the direct appointment for this
service. City staff recommends it is in the City’s best interest to maintain
continuity of counsel and to contract with the new firm where Mr. Rogers has
moved his practice.
The Department is requesting that the Board authorize the City Finance Director to
sign the negotiated contract with Hawkins Delafield & Wood LLP for bond counsel
services.
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CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
(Type 3: For Personal Services Contracts Requiring Professional Liability Insurance)
Contract #822
Dated: August 22, 2012
Parties: City of Springfield (CITY)
A Municipal Corporation of the State of Oregon
Springfield Economic Development Agency (SEDA)
and
Hawkins Delafield & Wood LLP (Independent Contractor)
Additional Independent Contractor Information:
A. Type of Entity: Sole Proprietorship Partners Limited Liability Partnership Corporation
B. Address: 621 SW Morison, Suite 102, Portland, OR 97205
C. Telephone: 503-227-0505
D. Fax No:
E. SSN or Fed. I.D. No:
F. Professional License(s) No:
G. Oregon Agency Issuing License:
H. Foreign Contractor Yes No
(Foreign means not domiciled in or registered to do business in Oregon) See Exhibit B(11).
CITY Account Number(s) To Be Charged (Include Percentages):
Account Number Percentage
In consideration of the mutual covenants contained herein, the parties agree to the following terms,
provisions and conditions:
1. Services to be performed by Independent Contractor. Independent Contractor shall perform the
bond counsel services described in Attachment 1.
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2. Payment by CITY. CITY shall pay Independent Contractor according to the sum described in
Attachment 2 attached hereto and incorporated herein by this reference. All invoices shall include
name of staff, title, date of service, # of hours (in 15 minute increments) and $ per hour. Invoices to
be sent on a monthly basis to Bob Duey- Finance Director, City of Springfield, 225 5th Street,
Springfield, OR 97477 on net 30 day terms.
3. Term. This Agreement is effective as of the date first set forth above and shall continue until June
30, 2014 unless earlier terminated in accordance with the provisions of this Agreement or by mutual
consent of the parties. This Agreement may be extended for additional two (2) one-year periods
upon agreement of both parties which includes the review and approval of the Springfield Council in
considerations of the requirements of the Springfield Municipal Code Section 2.708(3).and with the
following procedure:
3.1 The parties shall confer not later than 30 days before the expiration of this Agreement regarding
the desirability of extending the Agreement. The Springfield Contract Representative and the
Independent Contractor shall confer regarding the proposed fee for services and any other
proposed Agreement revisions proposed by either party.
3.2 If the parties, after negotiation, agree, an Agreement Modification that stipulates any and all
Agreement modifications shall be executed. The Agreement Modification shall be attached to
this Agreement.
4. Independent Contractor Status. By its execution of this Agreement, Independent Contractor
certifies its status as an “Independent Contractor” as that term is used under the laws of the State of
Oregon, and that all performance of any labor or services required to be performed by Independent
Contractor under the terms of this Agreement shall be performed in accordance with the standards set
forth in ORS 670.600, and as more specifically set forth on Exhibit “A” attached hereto and
incorporated herein by this reference.
5. Conformance with Oregon Public Contracts Law (ORS Chapter 279). Independent Contractor
shall comply with all applicable provisions of Oregon law for public contracts, including, but not limited
to ORS 279B.220, ORS 279B.225, ORS 279B.230, and ORS 279B.235, and as more fully set forth on
Exhibits “A” and “B” attached hereto and incorporated herein by this reference.
6. Work Performed. The work to be performed by Independent Contractor includes services generally
performed by Independent Contractor in his/her/its usual line of business.
7. Tax duties and Liabilities. Independent Contractor shall be responsible for all federal, state and
local taxes, if any, applicable to any payments received pursuant to this Agreement, including but not
limited to income tax, payroll tax, social security and self-employment tax. CITY shall not withhold,
pay, or in any other manner be responsible for payment of any taxes on behalf of Independent
Contractor.
8. Reimbursement Of Expenses. Independent Contractor shall not be entitled to reimbursement by
CITY for any expenses incurred by Independent Contractor unless otherwise agreed in writing.
9. Materials and Supplies. Independent Contractor shall supply all materials and supplies needed to
perform the services required unless otherwise agreed in writing.
10. No Authority To Bind CITY. Independent Contractor shall have no authority to enter into contracts
on behalf of CITY, it’s officers, agents and employees. This Agreement shall not create a partnership
or joint venture of any sort between the parties.
11. Federal Employment Status. In the event payment made pursuant to this Agreement is to be
charged against federal funds, Independent Contractor hereby certifies that it is not currently an
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employee of the Federal Government and the amount charged does not exceed Independent
Contractor’s normal charge for the type of services provided.
12. Indemnification and Hold Harmless.
12.1. General Indemnity. The Independent Contractor shall defend, save, hold harmless, and
indemnify its officers, employees and agents from and against all claims, suits, actions, losses,
damages, liabilities, costs and expenses of any nature whatsoever, including attorneys fees, resulting
from, arising out of, or relating to the negligent or intentionally tortious activities of the Independent
Contractor under this contract.
12.2 Control of Defense and Settlement. The Independent Contractor shall have control of the
defense and settlement of any claim that is subject to Section 12; however, neither the Independent
Contractor nor any attorney engaged by the Independent Contractor shall defend the claim in the
name of the City, nor purport to act as legal representative of the City, without first receiving from the
City authority to act as legal counsel for the City; nor shall the Independent Contractor settle any claim
on behalf of the City without the approval of the City. The City may, at its election and expense,
assume its own defense and settlement in the event that the City determines that the Independent
Contractor is prohibited from defending the City, or is not adequately defending the City’s interests, or
that an important governmental principle is at issue and the City desires to assume its own defense.
13. Insurance.
13.1. General Insurance. The Independent Contractor shall maintain in force for the duration of this
agreement a Commercial General Liability insurance policy written on an occurrence basis with
limits not less than $2,000,000 per occurrence and $3,000,000 in the aggregate for bodily
injury or property damage. The policy will contain a “per project” aggregate endorsement.
Automobile Liability (owned, non-owned and hired) insurance with limits not less than
$1,000,000 per occurrence shall be maintained. The City, its employees, officials and agents
will be named as an Additional Insured where operations are being conducted related to this
contract, on the General Liability policy as respects to work or services performed under this
agreement to the extent that the death or bodily injury to persons or damage to property arises
out of the fault of the Independent Contractor or the fault of the Independent Contractor’s
agents, representatives or subcontractors. This insurance will be primary over any insurance
the City may carry on its own.
13.2. Professional Liability. Independent Contractor shall maintain in force during the duration of
this Agreement (and, if it is a claims made policy, for a year following completion of the project)
a professional liability policy, approved by the City’s Risk Manager as to terms, conditions and
limits.
13.4. Workers’ Compensation. Independent Contractor shall provide and maintain workers’
compensation coverage for its employees, officers, agents, or partners, as required by applicable
workers’ compensation laws. If Independent Contractor is exempt from coverage, a written
statement signed by Contractor so stating the reason for the exemption shall be provided to the
City.
13.5. Evidence of Insurance Coverage. Evidence of the required insurance coverages issued by an
insurance company satisfactory to the City shall be provided to the City by way of a City
approved certificate of insurance before any work or services commence.
13.6. Notice of Cancellation or Material Change in Coverage. The certificate of insurance shall
contain a requirement that the Insurance company notify the City 30 days prior to any
cancellation or material change in coverage. If the approved insurance company will not
provide this 30 day notice, the Contractor shall provide written notice to the City contract
manager within 2 days after the Contractor becomes aware that their coverage has been
canceled or has been materially changed. The Contractor shall either fax 541-726-3782 said
notice or email it directly to Bob Duey (rduey@springfield-or.gov), Finance Director at the City.
Regardless of what circumstances caused Contractors insurance coverage to cease or be
modified, it is the contractor’s responsibility to notify the City. Failure to maintain proper
insurance or provide notice of cancellation or modification shall be grounds for immediate
termination of this contract.________(Contractor initials)
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13.7. Equipment and Material. The Independent Contractor shall be responsible for any loss,
damage, or destruction of its own property, equipment, and materials used in conjunction with
the work.
13.8. Subcontractors. The Independent Contractor shall require all subcontractors to provide and
maintain general liability, auto liability, professional liability (as applicable), and workers’
compensation insurance with coverage’s equivalent to those required of the general contractor in
this contract. The Independent Contractor shall require certificates of insurance from all
subcontractors as evidence of coverage.
13.9. Exception or Waivers. Any exception or waiver of these requirements shall be subject to review
and approval from the City’s Risk Manager.
14. Termination. The performance of work under this Agreement may be terminated by CITY, in whole or
in part, whenever for any reason CITY shall determine that such termination is in the best interest of
CITY. Any such termination shall be effected by delivery to the Independent Contractor of a Notice of
Termination specifying the extent to which performance of the work under the Agreement is
terminated and the date on which such termination is effective. Upon delivery to the Independent
Contractor of a Notice of Termination under this paragraph, the Independent Contractor and CITY
shall, by agreement, make an appropriate written modification to this Agreement governing completion
of portions of the independent Contractor’s work and payment therefore by CITY.
15. Rights In Data. All original written material, including programs, card decks, tapes, listings, and other
documentation originated and prepared for CITY pursuant to this Agreement, shall become
exclusively the property of CITY. The ideas, concepts, know-how, or techniques developed during the
course of this Agreement by Independent Contractor personnel can by used by either party in any way
it may deem appropriate. Material already in Independent Contractor’s possession, independently
developed by Independent Contractor outside the scope of this Agreement, or rightfully obtained by
Independent Contractor from third parties, shall belong Independent Contractor. This agreement shall
not preclude Independent Contractor from developing materials which are competitive, irrespective of
their similarity to materials which might be delivered to CITY pursuant to this Agreement. Independent
Contractor shall not, however, use any written materials developed under this Agreement in
developing materials for others, except as provided in this section.
16. Confidentiality. During the course of performance hereunder, Independent Contractor or its agent,
employees, or contractors, may receive confidential information. Independent Contractor agrees to
use its best efforts to maintain the confidentiality of such information and to inform each agent and
employee performing services of the confidentiality obligation that pertains to such information.
17. Assignment/Subcontract. Independent Contractor shall not assign, sell, transfer, subcontract or
sublet rights, or delegate responsibilities under this agreement, in whole or in part, without the prior
written approval of CITY. No such written approval shall relieve Independent Contractor of any
obligations of this Agreement, and any transferee or subcontractor shall be considered the agent of
Independent Contractor. Independent Contractor shall remain liable as between the original parties to
this Agreement as if no such assignment had occurred.
18. Successors In Interest. The provisions of this Agreement shall be binding upon and shall inure to
the benefit of the parties to this Agreement and their respective successors and assigns.
19. Compliance With All Government Regulations. Independent Contractor shall comply with all
Federal, State and local laws, codes, regulations and ordinances applicable to the work performed
under this Agreement. Failure to comply with such requirements shall constitute a breach of contract
and shall be grounds for termination of this Agreement. Damages or costs resulting from
noncompliance shall be the sole responsibility of Independent Contractor.
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20. Attorney Fees. In the event a lawsuit of any kind is instituted to enforce any provision of this
Agreement, the prevailing party shall pay such additional sums as the Court may adjudge reasonable
for attorney fees plus all costs and disbursements at trial and on any appeal.
21. Force Majeure. Neither party to this Agreement shall be held responsible for delay or default caused
by fire, riot, acts of God and/or war which is beyond that party’s reasonable control. CITY may
terminate this Agreement upon written notice after determining such delay or default will unreasonably
prevent successful performance of the Agreement.
22. Assistance Regarding Patent And Copyright Infringement. In the event of any claim or suit
against CITY on account of any alleged patent or copyright infringement arising out of the
performance by the Independent Contractor of this Agreement or out of the use of any material
furnished or work or services performed by the Independent Contractor hereunder, Independent
Contractor shall defend CITY against any such suit or claim and hold CITY harmless from any and all
expenses, court costs, and attorney’s fees in connection with such claim or suit.
23. Severability. If any provision of this Agreement is declared by a court to be illegal or in conflict with
any law, the validity of the remaining terms and provisions shall not be affected; and the rights and
obligations of the parties shall be construed and enforced as if the Agreement did not contain the
particular provision held to be invalid.
24. Access To Records. CITY and its duly authorized representatives shall have access to books,
documents, papers and records of Independent Contractor which are directly pertinent to this
Agreement for the purpose of making audit, examination, excerpts and transcripts.
25. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a waiver or
relinquishment by CITY of the right to such performance in the future nor of the right to enforce any
other provision of this Agreement.
26. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever, without prior written approval of CITY, No modification of this
Agreement shall bind either party unless reduced to writing and subscribed by both parties, or ordered
by a Court.
27. Nondiscrimination. Independent Contractor shall comply with all applicable requirements of Federal
and State civil rights and rehabilitation statutes, rules and regulations.
28. Dual Payment. Independent Contractor shall not be compensated for work performed under this
contract from any CITY agency other than the agency which is a party to this contract.
29. Remedies. This Agreement shall be governed by and construed in accordance with the laws of the
State of Oregon, and any litigation arising out of this Agreement shall be conducted in the courts of the
State of Oregon, County of Lane.
30. Entire Agreement. This Agreement signed by both parties is the parties’ final and entire Agreement
and supersedes all prior and contemporaneous oral or written communications between the parties,
their agents and representatives. There are no representations, promises, terms, conditions or
obligations other than those contained herein.
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IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first
set forth above.
CITY OF SPRINGFIELD: INDEPENDENT CONTRACTOR
By: By:
Name: Name:
Title: Title:
Date: Date:
SPRINGFIELD ECONOMIC
DEVELOPMENT AGENCY:
By:
Name:
Title:
Date:
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EXHIBIT “A”
CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Status
All performance of any labor or services required to be performed by Independent Contractor
shall be performed in accordance with the standards set forth in ORS 670.600 (2005), and as
follows:
A person is customarily engaged in an independently established business if any three of the
following six requirements are met:
1. The person maintains a business location:
a. That is separate from the business or work location of the person for whom the
services are provided; or,
b. That is in a portion of the person’s residence and that portion is used primarily
for the business.
2. The person bears the risk of loss related to the business or the provision of services as
shown by factors such as:
a. The person enters into fixed-price contracts;
b. The person is required to correct defective work;
c. The person warrants the services provided; or,
d. The person negotiates indemnification agreements or purchases liability
insurance, performance bonds or errors and omissions insurance.
4. The person provides contracted services for two or more different persons within a 12-
month period, or the person routinely engages in business advertising, solicitation or
other marketing efforts reasonably calculated to obtain new contracts to provide similar
services.
5. The person makes a significant investment in the business, through means such as:
a. Purchasing tools or equipment necessary to provide the services;
b. Paying for the premises or facilities where the services are provided; or
c. Paying for licenses, certificates or specialized training required to provide the
services.
6. The person has the authority to hire other persons to provide or to assist in providing
the services and has the authority to fire those persons.
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EXHIBIT “B”
City of Springfield
Public Contracts
Conformance with Oregon Public Contractors Laws
Pursuant to Oregon law, every public contract shall contain the following conditions:
1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided
for in the contract. ORS 279B.220(1)
2) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of
the contract. ORS 279B.220(2).
3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal
corporation or subdivision thereof, on account of any labor or material furnished. ORS 279B.220(3).
4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279B.220(4).
5) If the agreement is for lawn and landscape maintenance, it shall contain a condition requiring the contractor to salvage, recycle,
compost or mulch yard waste material at an approved site, if feasible and cost-effective. ORS 279B.225.
6) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital
care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the
contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of
employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply
with ORS 656.017. ORS 279B.230.
7) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services
designated under ORS 279A.055, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or
b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four
consecutive days, Monday through Friday; and
c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020.
An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before
commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day
and days per week that the employees may be required to work. ORS 279B.235(1)-(2).
8) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are
excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279B.235(3).
9) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half
pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020(1)(b)(B)-(G) and for
all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. Employer shall
give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work
on the contract, or by posting a notice in a location frequented by employees, of the number hours per day and days per week that the
employees may be required to work. ORS 279B.235(5).
If this agreement is for a public improvement, the contract shall contain the following conditions:
10) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided
for in the contract. ORS 279C.505(1)(a).
11) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of
the contract. ORS 279C.505(1)(b).
12) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal
corporation or subdivision thereof, on account of any labor or material furnished. ORS 279C.505(1)(c).
13) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279C.505(1)(d).
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14) The contractor shall demonstrate that an employee drug testing program is in place. ORS 279C.505(2).
15) If the contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or
subcontractor by any person in connection with the public improvement contract as the claim becomes due, the proper officer or
officers representing the state or a county, school district, municipality, municipal corporation or subdivision thereof, as the case may
be, may pay such claim to the person furnishing labor or services and charge the amount of the payment against the funds due or to
become due the contract by reason of the contract. If the contractor or first-tier subcontractor fails, neglects or refuses to make
payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after receipt of
payment from the contracting agency or a contractor, the contractor or first-tier subcontractor shall owe the person the amount due
plus interest charges commencing at the end of the 10-day period that payment is due under ORS 279C.580(4) and is subject to a
good faith dispute as defined in ORS 279C.580. If the contractor or a subcontractor fails, neglects or refuses to make payment to a
person furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the
Construction Contractors Board, unless payment is subject to a good faith dispute as defined in ORS 279C.580. ORS 279C.515.
16) The payment of a claim does not relieve the contactor or the contractor’s surety from obligation with respect to any unpaid claims.
ORS 279C.515(4).
17) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services
designated under ORS 279C.100, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or,
b) For all overtime in excess of 10 hours in anyone day or 40 hours in any one week when the work week is four
consecutive days, Monday through Friday; and,
c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. ORS 279C.520(1).
An employer shall give notice in writing to employees who work on a public contract either at the time of hire or before
commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day
and days per week that the employees may be required to work. ORS 279B.520(2).
18) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are
excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279C.520(3).
19) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half
pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1)(b)(B)-(G) and for
all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. An employer
shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of
work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week
that the employees may be required to work. ORS 279C.520(5)
20) Solicitation documents for a public improvement contract shall make specific reference to federal, state and local agencies that have
enacted ordinances, rules or regulations dealing with the prevention of environmental pollution and the preservation of natural
resources that affect the performance of the contract. A solicitation document must also make special reference to known conditions
at the construction site that may require the successful bidder to comply with the ordinances, rules or regulations identified under
ORS 279C.525(1). If the successful bidder encounters a condition not referred to in the solicitation documents, not caused by the
successful bidder and not discoverable by a reasonable prebid visual site inspection, and the condition requires compliance with the
ordinances, rules or regulations referred to under ORS 279C.525(1), the successful bidder shall immediately give notice of the
condition to the contracting agency. The successful bidder may not commence work nor incur any additional job site costs in regard
to the condition encountered and described in ORS 279.525(3) without written direction from the contracting agency. ORS
279C.525.
21) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital
care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the
contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of
employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply
with ORS 656.017. ORS 279C.530.
22) A contract for public works shall contain a provision stating the existing state prevailing rate and wage and, if applicable, the federal
prevailing rate of wage required. Every contract and subcontract shall contain a provision that workers shall be paid not less than the
specified minimum hourly rate of wage in accordance with ORS 279C.838. ORS 279C.830(1).
If this agreement is for demolition, the contract shall also contain the following conditions:
23) Contractor must salvage or recycle construction and demolition debris, if feasible and cost-effective. ORS 279C.510(1)
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Scope of Services
1. At the request of the City, Independent Contractor agrees to provide the following legal services to the
City and Springfield Economic Development Agency (SEDA) an urban renewal agency of the City of
Springfield.
When the City requests Independent Contractor to serve as bond counsel on a proposed borrowing of the
City, Independent Contractor will provide the usual and customary services of bond counsel. The usual
and customary services of bond counsel generally consist of:
a) Counseling the City on its legal options for borrowing money and the consequences of
selecting a particular option.
b) Counseling the City on the ability of the City to obtain tax-exempt financing or financings that
bear subsidized interest (such as “qualified energy conservation bonds”).
c) Preparing the legal documents that are required for the City to implement a borrowing option
that the City selects. This includes drafting ballot measures for borrowings that are referred to
voters, drafting authorizing resolutions or ordinances, and drafting the documents that contain the
terms of a borrowing, such as bond indentures and declarations.
d) Attending meetings or participating in conference calls as the borrowing progresses.
e) Assisting the City in obtaining any approvals of the Oregon State Treasury that are required for
the borrowing, including preparation of exhibits that are required for advance refunding plans.
f) Counseling the City on permitted uses of the proceeds of a borrowing.
g) Analyzing the effect that pending or threatened litigation may have on a borrowing.
h) Reviewing disclosure documents, such as official statements, to confirm that the disclosure
documents accurately describe the laws authorizing the borrowing and the legal documents
necessary for the borrowing (such as bond indentures and declarations).
i) Reviewing documents submitted to bond rating agencies and credit enhancers, and
participating in presentations to rating agencies and credit enhancers.
j) Negotiating with credit enhancers, such as issuers of letters of credit and bond insurers, and
drafting related documents.
k) Assisting the City in the placement or sale of bonds, loan agreements or other borrowings with
lenders or underwriters. This includes drafting notices of sale and reviewing bond purchase
agreements and bank and underwriter term sheets.
l) Drafting closing documents that are necessary to consummate the borrowing and facilitating
the “closing.”
m) Issuing our standard form of bond counsel opinion that the borrowing is a valid and binding
obligation of the City that is enforceable against the City in accordance with its terms.
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n) In appropriate cases, issuing our standard form of bond counsel opinion that interest on the
borrowing is excludable from gross income under the United States Internal Revenue Code of
1986, as amended, or that the borrowing is eligible for federal interest subsidies.
o) Counseling the City on its “post-issuance compliance” duties (the obligations that the City has
after closing to maintain the ability of investors to exclude interest from gross income, or to
maintain the ability of the City to receive federal interest subsidies. Assisting the City in preparing
written, post-issuance compliance procedures.
2 . At the request of the City, Independent Contractor will also provide legal services that are related to a
borrowing, but that are not considered to be part of the usual and customary services of bond counsel.
Independent Contractor will be obligated to provide services only if Independent Contractor concludes
that Independent Contractor can competently provide those services. Those services include, but are not
limited to:
a) Drafting disclosure documents, such as official statements.
b) Serving as disclosure counsel to the City.
c) Assisting in the preparation of validation proceedings under ORS 33.710 and similar statutes.
d) Drafting and analyzing proposed statutes and constitutional amendments that affect
borrowings, including proposed citizen initiatives.
e) Preparing “Blue Sky” and legal investment surveys.
f) Assisting the City in IRS audits of tax-exempt borrowings.
g) Representing the City in requests to the United States Internal Revenue Service to issue
private letter rulings, and drafting private letter ruling requests.
h) Assisting the City in Securities and Exchange Commission examinations related to City
borrowings.
i) Calculating or reviewing calculations of arbitrage “rebate” liabilities and assisting the City in
complying with any yield limitations on investments.
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Bond Counsel Rate Sheet
1. Hourly Rates.
Independent Contractor will charge CITY for services provided by the Independent
Contractor at the Independent Contractor’s standard hourly rates that are in effect when the
services are performed, not to exceed $450 per hour. Time will be billed in the increments
that are supported by the Independent Contractor’s billing system; that billing system
currently supports billing in six-minute increments.
The standard hourly rates currently in effect for lawyers and paralegals in the Independent
Contractor’s Portland office are:
Jennifer Córdova: $370
Carol McCoog: $390
Harvey Rogers: $420
Ann Sherman: $400
Gülgün Mersereau: $295
Paralegals: $125
2. Costs and Expenses.
Independent Contractor also will charge CITY for other ancillary services provided by
Independent Contractor, in the same manner as Independent Contractor charges other
clients. Examples include charges for conference calls, couriers, computerized research
services, proofreading, the use of our facsimile and photocopy machines, staff overtime,
travel, conferences and closings, duplicating, binding and assembling documents, and
similar items. Independent Contractor’s charges for these services will be measured by use,
but may not, in all instances, reflect actual out-of-pocket costs. For many of these items, the
true cost to provide the service is difficult to establish. While Independent Contractor
constantly strives to maintain these charges at rates which are at or below those maintained
by others in our markets, in some instances, the amounts charged may exceed the actual
costs to the firm. If CITY prefers, in some situations it can be arranged for these ancillary
services to be provided by third-parties with direct billing to CITY.
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