20262042_A1_RFI_Legal_Services.pdf

Request for Information

Legal Services

Solicitation No. RFI 20262042

Due Date and Time:

Friday, July 31, 2026

@ 5:00 pm PST (See note under Notice to Offerors for additional information)

CITY OF EUGENE

Central Services Finance Division/Purchasing

500 East 4th Avenue, Suite 303 Eugene, Oregon 97401

The Purchasing Office is closed to the public except by appointment.

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I. INVITATION TO SUBMIT INFORMATION

INVITATION TO SUBMIT INFORMATION

Notice to Offerors Letters of Interest, including price range information for Legal Services will be accepted by the Purchasing Office until Friday, July 31, 2026 @ 5:00 pm. Please note: The City Attorney’s Office will be reviewing Letters of Interest submitted by June 15, 2026 @ 5:00 pm and plan to execute contracts with qualifying offerors by the end of June 2026. Letters of Interest submitted after June 15, 2026 will be reviewed as they are submitted. This Request for Information (RFI) may result in multiple contract awards.

Project Description The City of Eugene City Attorney’s Office is requesting Letters of Interest from offerors that provide legal services. The City wishes to establish a pool of qualified contractors for legal services (Established Pool) who can provide the services described in this RFI.

Upon review of the Letters of Interest the City will establish a pool of qualified contractors, Established Pool, for legal services. The City may enter into multiple Contracts with legal service firms in the Established Pool pursuant to City of Eugene Administrative Order 44-25-01-F, Public Contracting Rules, 2025, Class Exemption E-18(2).

Solicitation Documents Solicitation documents may be electronically accessed by logging in to OregonBuys. To view solicitations issued by the City of Eugene, navigate to Supplier Activities, select the Open Bids icon, and choose Advanced Search. Then, click Select Organization and select City of Eugene from the list of available entities.

A copy of the Solicitation may also be obtained by emailing the Purchasing Analyst shown below.

Offerors shall submit an electronic response, including Letter of Interest and accompanying information, in PDF format via email to the Purchasing Analyst referenced below.

Letters of Interest with all accompanying information shall be submitted before the due date and time specified in the Request for Information.

Dated: May 28, 2026

Darren Schmidt Purchasing Analyst dschmidt@eugene-or.gov https://oregonbuys.gov/bso/ mailto:dschmidt@eugene-or.gov

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II. INSTRUCTIONS TO OFFERORS

1. Fill out and return the attached Standard Request for Information Form with Offeror Letter of Interest. The City will use this information to contact Offerors to establish a legal services contract.

Include Offeror responses to the questions outlined in Section IV. Questions for Offerors in Offeror’s Letter of Interest.

2. Offerors shall submit an electronic response, including Letter of Interest and accompanying information, in pdf format by emailing the City’s Purchasing Analyst.

Letters of Interest with all accompanying information shall be submitted before the due date and time specified in the RFI. Offeror shall bear all risks associated with delays in email or file sharing services.

3. Letters of Interest may be withdrawn by written notification on company letterhead signed by an authorized person and received prior to the deadline for submitting Letters of Interest.

4. This RFI does not commit the City to pay any costs incurred by any Offeror in the submission of Letters of Interest.

5. PUBLIC RECORDS: This RFI and one copy of each Letter of Interest received in response to it, shall be kept by the City of Eugene Purchasing Office and made a part of a file or record which shall be open to public inspection, excepting any information that is considered trade secret under ORS 192.501(2), each sheet of such information must be marked with the following legend:

“This data constitutes a trade secret under ORS 192.501(2) and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS 192.”

The Oregon Public Records Law exempts from disclosure only bona fide trade secrets, and the exemption from disclosure applies only "unless the public interest requires disclosure in the particular instance." ORS 192.501(2). Therefore, non-disclosure of documents or any portion of a document submitted as part of a letter of interest may depend upon official or judicial determinations made pursuant to the Public Records Law.

6. Questions or clarification requests shall be submitted by email to the City’s Purchasing Analyst no later than Friday, July 24, 2026 @ 3:00 pm. Contents of questions and clarifications should include a reference to the page or item being addressed, the reason and any proposed alterations.

The City may limit the number of responses it provides in response to Offerors’ questions.

Therefore, the City asks Offerors to prioritize questions asked. Do not include questions with the response to the RFI.

7. Statements by City staff or its representatives are not binding on City, unless confirmed by written addendum. Addenda will issue and Offerors shall receive Addenda as follows: City will not mail notice of Addenda but will publish notice of any Addenda on OregonBuys. Addenda may be downloaded from OregonBuys. Interested Offerors should frequently check OregonBuys until closing.

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III. SCOPE OF WORK

1. INTRODUCTION

The City of Eugene is establishing a pool of qualified contractors for legal services (“Established Pool”). Offerors must be attorneys and/or law firms (“Attorneys”) licensed by the Oregon State Bar.

When a need for services or a specific project arises, the City will review the qualifications of the providers accepted into the Established Pool. If an appropriate provider is available, the City may enter into a contract with a participant at that time.

Following are the Minimum Requirements to be considered for admittance into the Established Pool.

Offerors that do not address these items or that do not meet these requirements may not be eligible for award of a contract.

1.1 Offerors must be attorneys licensed by the Oregon State Bar (except those offering only legal services for federal telecommunications law).

1.2 Offerors must have at least five years of significant legal experience in the specific area(s) of law for which legal services are proposed.

1.3 Offerors must not have any sustained violation of the Oregon Rules of Professional Conduct or the Oregon Government Standards and Practices law.

2. QUALIFICATION AND SELECTION PROCESS

Inclusion in the pool does not guarantee that a contract for services will be offered to the contractor.

Qualifications will be reviewed by appropriate City Staff for compliance with all requirements of this Request for Information (RFI). The City may request additional information or documentation prior to making a decision for admittance to the pool and/or prior to issuing a contract. Sample work, reference checks, and/or oral presentation may be required of the contractors to demonstrate their skills and knowledge.

All contractors who respond to this RFI will be notified of acceptance or rejection of qualifications.

The provisions contained in Section IV, Questions For Offerors below constitute the minimum requirements for acceptance into the Established Pool.

Section V is the Standard Request for Information Form. This must be filled out in its entirety and submitted with the Letters of Information.

Section VI, the standard “Personal Services Contract for Legal Services,” is the City’s proposed contract that offerors are expected to execute. Any requests to modify contract terms and conditions must be submitted in advance in accordance with Subsection 5 below, and must clearly describe the offeror’s inability to comply with the contract term or condition.

3. SCOPE OF WORK

The City of Eugene City Attorney’s Office serves as the primary resource and clearinghouse for all legal matters. The City Attorney makes all decisions regarding the City’s legal needs, the acquisition of outside counsel and the approval of invoices; although this authority may be delegated to staff attorneys.

The City Attorney’s Office consults with its clients before engaging outside counsel. However, the need for outside counsel can arise on an emergency basis.

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The City Attorney’s Office is not staffed to provide legal counsel for certain specialized matters or, in some cases, may need additional assistance in these areas to support its legal staff. These specialized areas generally relate to:

• Appellate Litigation

• Bankruptcy & Creditors’ Rights

• Commercial Law

• Condemnation

• Construction Law

• Employment Law

• Environmental Law

• General Municipal Law

• Immigration Law, including work visa petitions and related issues

• Intellectual Property

• Labor Law

• Land Use

• Landlord/Tenant Law, commercial and residential

• Public Contracting, including Construction Manager/General Contractor (CMGC) contracts

• Real Property

• Telecommunications Law, federal and state

• Tort Defense

The City is requesting Statements from Attorneys who practice in one or more of the above-listed areas in order to replace the City’s current legal services contracts, which will expire on June 30, 2026.

Attorneys who practice in other areas of the law are also welcome to respond and to provide information about their qualifications in those other practice areas.

The contracts that the City executes pursuant to this RFI will be the first source to which the City Attorney’s Office will turn for selection of attorneys when conflicts of interest, work overload, or expertise in a particular area of law requires the assistance of outside legal counsel. Contracting with the City pursuant to this RFI does not guarantee any work or any particular level of work, or prohibit the City from acquiring the assistance of attorneys who did not participate in this RFI process.

4. CONFLICTS OF INTEREST

The City seeks to avoid even the appearance of any conflict of interest on the part of professionals employed as outside counsel. Throughout the term of any contract with the City, legal counsel will be required to immediately disclose in writing to the City any potential or actual conflict of interest that it believes may have arisen. The City reserves the right to require actions on the part of legal counsel to resolve the situation to the City’s satisfaction, or, at the sole option of the City, to immediately terminate work or a contract without penalty.

5. EXECUTION OF CONTRACTS

The City anticipates that the initial term of the legal services contracts it executes pursuant to this RFI will be for the duration of July 1, 2026 – June 30, 2029, subject to periodic review and evaluation. The established contracts may be renewed for three additional one-year terms upon mutual written agreement, including mutual agreement on the rates for the renewal period.

A standard City contract for legal services is included in this RFI as Section VI Personal Services Contract for Legal Services. Any requests to modify a contract term must be submitted to dschmidt@eugene-or.gov no later than 2:30 PM on Thursday, July 23, 2026.

mailto:dschmidt@eugene-or.gov

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All contracts for legal services established through this RFI will be non-exclusive. A contract may, and most likely will be, awarded to more than one Attorney in each area of law. Work under these contracts will be on an as-needed basis, and the City makes no guarantees as to any minimum amount of work or compensation. The City reserves the right to secure legal services from sources affirmed through this and any other public contracting processes.

Upon awarding a contract for legal services, the standard contract will be finalized. Generally, services will be requested and authorized under the contract on a task or project basis, with a budget established for the task or project. The compensation schedule for all awarded contracts will be established in conformance with Paragraph III.A. and Paragraph V. of Exhibit C to the Personal Services Contract for Legal Services (“Requirements for Outside Legal Counsel”) within Section VI of this RFI. The scope of services may be modified upon mutual agreement between the City and the awarded Attorneys.

The City recognizes that firm composition and expertise can change over time, and therefore, the City and the awarded Attorney may modify the contract to add or remove areas of law as appropriate. If an individual is not named in the Attorneys’ Statement, but may perform work under the contract, the offeror must seek and receive City’s approval of the individual’s addition to the contract prior to the individual performing work. The City may unilaterally reject any billing from individuals not vetted under this process and will have no obligation to pay for his or her services.

6. SELECTION OF LEGAL SERVICES CONTRACT PROVIDERS

Offerors qualifications will be evaluated primarily on the written responses to the City’s detailed criteria in Section IV. Questions for Offerors below relating to a firm or individual lawyer’s qualifications, creativity, flexibility, past legal work, potential availability and proposed fees. If the City Attorney’s Office has questions regarding a particular Statement, oral interviews may be scheduled. The City reserves the right to contact references provided by Offerors as well as to consider any information obtained by the City concerning the experience and qualifications of the Offerors.

The City will notify all those submitting a Letter of Interest whether they have been selected to the Established Pool for Legal Services. The City may reject any or all Letters of Interests in its sole discretion. As noted above, execution of a contract for Legal Services as a result of this RFI process does not guarantee the award of work. It is the City Attorney’s decision whether work is awarded under an executed contract. The City Attorney’s decision regarding whether to award work under an executed contract is final and no administrative review of that decision is provided.

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IV. QUESTIONS FOR OFFERORS

(Submit responses with Letter of Interest)

CONTENT OF LETTERS OF INTEREST

Letters of Interest should contain all of the information requested in the list below. Offerors will be evaluated based on the information provided. Please precede your answers with a restatement of the corresponding questions. Letters of Interest should be clear and concise. Special bindings, color displays, promotional materials, etc., are not desired and will likely not be reviewed. A single Statement should be submitted even if Offerors are proposing to offer services in more than one area of law.

1. Provide your or your firm’s background information, including:

a. Firm name, address and phone number;

b. Location of the office that would service the City;

c. Staff working hours and days and hours available;

d. Primary contact person; and

e. Historical information about your firm.

2. List the area or areas of law in which you or your Firm proposes to provide legal services to the City.

3. Name the individuals (including paralegals and other staff) who would work with the City, and:

a. Explain their legal experience, including their experience working within the area of law noted in your response to question 2 and their experience working with public entities, relevant background and anticipated duties;

b. Provide proof that Attorneys are licensed to practice law in the State of Oregon and are active members in good standing with the Oregon State Bar.

c. Include brief resumes for each;

d. Include the length of time each individual attorney who might provide services to the City has been involved in the particular practice area and has worked with public entities; and,

e. Provide a listing of examples of specific cases and clients for whom each individual lawyer or the firm as a whole has provided such services.

4. Provide the Attorneys’ demonstrated record of results with respect to litigation, alternative dispute resolution, and negotiated settlements and provide examples of the record of results in the areas of law for which you are proposing.

5. Describe the Attorneys’ availability to accept City work, with an understanding that the City does not expect the Statement of Qualifications to predict availability in the more distant future. Elaborate on the availability of the individuals named in the Statement, their flexibility, and their commitment to responsive client service.

6. Relay potential conflicts of interest or other matters that might preclude the Attorneys’ ability to provide legal services to the City and any suggestions on how such conflicts would be addressed.

Include an explanation of the method used for checking potential conflicts of interest.

7. Specify the hourly fees the City would be charged for persons who might be involved in providing legal services to the City during the years 2026-2029. Elaborate on how the Attorneys will bill for time and legal services by providing the following information:

a. Identify the proposed hourly billing rate for each individual attorney specified in your response to Paragraph 3, above;

b. Identify the proposed hourly billing rate for each paralegal identified in your response to Paragraph 3, above;

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c. Set forth the rate for all attorneys or paralegals who may perform legal work for the City in the future but are not specifically named; and

d. The City is also interested in alternative fee structures outside of hourly fees. Creative approaches to billing and potential cost saving measures are encouraged and should be addressed in this section. Services that will be provided free of charge, at a reduced rate, or on a method that is not an hourly fee basis should be described. This paragraph (d) information is in addition to, and not in lieu of, the information required by paragraphs (a) –

(c) above.

e. Address how the City will be billed for meetings or consultations involving two or more attorneys who are both members of the same firm.

8. Describe the method of handling costs for contract administration, photocopying, travel, telephone, online legal research, and other associated activities. If Attorney intends to bill for copies, include proposed rates. The City will not pay more than $.05 for black and white copies and $.10 for color copies and proposed copying rates shall not exceed these amounts. If not identified in the response, offeror is not authorized to bill for copies. Attorneys shall not separately bill for any costs related to electronic research services (e.g. Westlaw and LexisNexus) or for non-attorney staff time (except for paralegals identified in Attorney’s response to Paragraph 3). These expenses must be included within the proposed hourly rates. Additional billing requirements are set forth in Paragraphs IV and V of Exhibit C to the Personal Services Contract for Legal Services (“Requirements for Outside Legal Counsel”) within Section VI of this RFI.

9. Set forth any proposed exceptions or deviations from the requirements set forth in the RFI. The City reserves the right to accept or reject proposed exceptions or deviations.

10. The City is interested in products and services that have a reduced impact on human health and the environment and that more fully support communities and economies when compared to competing products and services serving the same purpose.

a. Report on your performance in any areas that are relevant to Attorneys’ operations and services. Suggested categories include:

• Green office practices

• Community engagement and support for underserved populations

• Alternative transportation practices

• Mission-related sustainability practices/ Sustainable business policy

b. Discuss how Attorneys’ efforts might be incorporated into or benefit the work performed for the City. Provide details of efforts, practices, and/or processes that will be utilized.

11. Provide a list of at least three professional references, preferably from other public entities, including contact name and phone numbers for whom Attorneys have completed similar legal services. The City reserves the right to contact references provided.

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V. STANDARD REQUEST FOR INFORMATION FORM

Due Date and Time: June 25, 2026 @ 5:00 pm

I, the undersigned, and authorized representative of ________________________________ (Firm Name) which is a sole proprietor __________, partnership __________, or corporation __________ have read and thoroughly understand the specifications, the RFI instructions, and all other conditions of the Request for Information solicitation as well as all addenda issued for this solicitation by the City of Eugene for Legal Services and agree that the information submitted is accurate and correct.

Name: Title:

Signature: Date:

Company Name:

Tax ID Number (TIN): ___________________________________________________________

Address:

Phone: Fax:

E-mail Address: ________________________________________________________________

Company contact for this project (if different from above):

Name: Title: ______

Phone: E-mail:__________________________________

Required Submittals Initials Letter of Interest

Signed Standard Request for Information Form

Responses to Questions for Offerors

References

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VI. PERSONAL SERVICES CONTRACT FOR LEGAL SERVICES

OUTSIDE LEGAL SERVICES CONTRACT

Legal Services

BETWEEN: The City of Eugene, (City) an Oregon Municipal Corporation

AND: _________, (Contractor) an __________ organized and existing under the laws of the State of __________

CONTRACT NO.: _________ - _________

EXPIRATION DATE: __________

RECITALS

A. Contractor is engaged in the private practice of law.

B. City desires to engage Contractor to provide the Services described in this Agreement and

Contractor is willing to provide such Services on the terms and conditions set forth herein.

C. The contract described herein was awarded under the exemption or procedure authorized by City of Eugene Administration Order [AO 44-25-01-F], Public Contracting Rules 2025 (City Rule), RFI 20262042, and Class Exemption E-18(2) regarding Personal Services contracts for legal services.

AGREEMENT

1. Incorporation of Exhibits; Definitions; Contractor’s Representations and Warranties.

1.1 Exhibits. The Contract between the parties (the “Contract”) includes and incorporates into this document (this “Agreement”) all of the following:

1.1.1 Exhibit A summarizes certain federal, state, and municipal laws that apply to government contracts. The provisions of Exhibit A are statements of law and may not be modified, and take precedence in the event of an inconsistency with the Agreement.

1.1.2 Other Exhibits. The Contract also includes and incorporates the following exhibits, which are listed in order of precedence. The provisions of this Agreement will have priority over all conflicting provisions of the following exhibits:

Exhibit B: Compensation Schedule Exhibit C: City Attorney’s Office Requirements for Outside Legal Counsel

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1.2 Definitions. With the exception of proper nouns, capitalized terms not otherwise defined herein shall have the following meanings.

1.2.1 “Agreement” means this document, entitled Personal Services Contract and ending with the signatures of all parties.

1.2.2 “Contract” means the written statement of the parties’ mutual and respective agreements, promises, undertakings and rights as set forth in this Agreement and all incorporated exhibits.

1.2.3 “Services” means all of the products, properties, and Services to be provided by Contractor under this Contract, as described in Section 2.

1.3 Contractor’s Representations and Warranties. Contractor makes the following representations and warranties to City:

1.3.1 Contractor and Contractor’s personnel are, and will at all times hereunder be, fully qualified by all necessary education, training, experience, licensure and certification to perform the Services.

1.3.2 As of the date of execution hereof, there are no claims or suits or proceedings, or threats thereof, seeking to enjoin the execution of the Contract by Contractor or the effect of which could prevent Contractor from performing or having the authority to perform the Services.

1.3.3 Neither the execution of the Contract nor the performance of the Services will constitute a breach or violation of any other contract, agreement, or law by which Contractor is bound or to which Contractor or any of its personnel who will perform the Services are subject.

2. Services.

2.1 Commencement. Contractor shall begin to provide the Services as soon as this Contract has been executed by all parties, or upon request by the City Attorney as described in Subsection 2.5, whichever is later.

2.2 Key Personnel. Contractor has agreed that certain key personnel shall be assigned to perform certain parts of the Services, as described below. Removal of these key personnel from the specified tasks without the prior approval of City will be a material breach of the Contract.:________.

2.3 Security. If the Services will be performed on City property, Contractor will comply with all of City’s security policies and procedures.

2.4 Non-Exclusivity. This is a non-exclusive contract to provide legal services to the City. The City may, and most likely will, award more than one contract for the performance of legal services

Rev. 07/2025 Contract # xxxx-xxxxx Page 3 of 19 for the City. Execution of this Contract does not guarantee any minimum amount of work or compensation.

2.5 Scope of Services. As requested by the City Attorney, Contractor to perform legal work for the City on an as-needed basis. Generally, services will be requested and authorized under the Contract on a task or project basis, with a budget established for the task or project in accordance with the City Attorney’s Office Requirements for Outside Legal Services (Exhibit C) and the Compensation Schedule (Exhibit B). The City Attorney may, in the City Attorney’s sole discretion, withdraw from Contractor a task or project assigned pursuant to this Contract.

3. Term.

3.1 Initial Term. The initial term of the Contract shall be for three years and shall expire, unless terminated or renewed, on the expiration date shown in the caption of this Agreement.

3.2 Renewal. Upon completion of the initial term, the City may elect to extend the Contract for up to three (3) additional one-year terms by mutual agreement of the parties.

4. Compensation. Subject to City’s right of offset for breach, Contractor will bill City for the Services by submitting monthly invoices that conform to the requirements of Exhibits B and C. City will make payments within thirty (30) days of receipt of a properly submitted invoice. Notwithstanding the foregoing, City will have the right to withhold payment for any item which City disputes in good faith, provided that City pays for all non-disputed items and takes commercially reasonable action to resolve the dispute.

5. Termination. Notwithstanding any other provisions hereof to the contrary, the Contract may be terminated as follows:

5.1 The parties, by mutual written agreement, may terminate the Contract at any time.

5.2 Either party may terminate the Contract if the other party is in breach of any provision hereof which breach continues for more than 30 days after a notice describing the breach has been given unless, in the case of a breach which cannot be cured within such 30-day period, the breaching party immediately initiates and diligently prosecutes a plan of curative action that is acceptable to the non-breaching party. Notwithstanding the foregoing, termination for a recurring breach may be made if the breach is uncured within seven days after the second notice in any twelve-month period and immediately, without opportunity for cure, in the third or any subsequent notice of breach in any twelve-month period.

5.3 The City may terminate the Contract on any date specified in a notice if funding for the Services becomes unavailable or if the City determines that termination of the Contract is required by the public interest.

5.4 City may terminate the Contract immediately and without prior notice upon Contractor's failure to have in force any insurance required by the Contract, if Contractor breaches the City's security requirements, if Contractor fails to maintain any certificate or license required for performance of the Services, or as provided in Exhibit A.

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6. Force Majeure. Neither City nor Contractor are responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by public health emergency, fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this contract. City may terminate this Contract upon written notice to Contractor after City reasonably determines that the delay or breach will likely prevent successful performance of the Contract.

7. Remedies.

7.1 In the event of a termination of the Contract by City because of a breach by Contractor, City may complete the Services either by itself or by contract with other persons, or any combination thereof. Contractor shall be liable to City for any costs or losses incurred by City arising out of or related to the breach, including costs incurred in selecting other contractors, time-delay losses, attorney fees and the like, less the remaining unpaid balance of the consideration provided in the Contract. City may withhold payment of sums due Contractor for Services performed to the date of termination until City’s costs and losses have been determined, at which time City may offset any such amount due Contractor against the costs and losses incurred by City.

7.2 The foregoing remedies provided to City for breach of the Contract by Contractor shall not be exclusive. City shall be entitled to exercise any one or more other legal or equitable remedies available because of Contractor’s breach with or without termination.

7.3 In the event of breach of the Contract by City, Contractor’s remedy shall be limited to termination of the Contract and payment for Services performed to the date of termination less any offset to which City is entitled.

8. Records/Inspection. Contractor shall maintain records of its charges to City under the Contract for a period of not less than three years following Contractor’s completion of the Contract. Upon reasonable advance notice, City or its authorized representatives may from time to time inspect, audit, and make copies of any Contractor’s records that relate to the Contract. If any audit by City discloses that payments to the Contractor were in excess of the amount to which Contractor was entitled under the Contract, Contractor shall promptly pay to City the amount of such excess. If the excess charged by Contractor for any audited period is greater than two percent of the amount that should have been charged for that period, Contractor shall also reimburse City its reasonable costs incurred in performing the audit.

9. Indemnification. Contractor shall indemnify and hold City, and its officers, agents, and employees, harmless from and against all claims, actions, liabilities, costs including attorney fees, and other costs of defense, arising out of Contractor’s failure to strictly comply with any provision of the Contract, or any negligence or willful misconduct by Contractor or Contractor’s employees, agents, officers, and contractors. In the event any such action or claim is brought against City, Contractor shall, if City so elects and upon tender by City, defend the same at Contractor’s sole cost and expense, promptly satisfy any judgment adverse to City or to City and Contractor, jointly, and reimburse City for any loss, Rev. 07/2025 Contract # xxxx-xxxxx Page 5 of 19 cost, damage, or expense including attorney fees, suffered or incurred by City. City shall notify Contractor, within a reasonable time, of any claim, threat of claim, or legal action subject to the provisions of this Section 9. This Section 9 shall not apply to any extent that this Section would abrogate coverage under the applicable insurance policies Contractor is required to maintain under this Contract.

10. Insurance. Contractor shall have and maintain the insurance policies specified below. Each policy of insurance shall be written as a primary policy, not contributing with or in excess of any coverage which City may carry. A copy of each policy or a certificate satisfactory to City shall be delivered to City prior to commencement of the Services. The adequacy of all insurance policies for compliance with this Section 10 shall be subject to approval by City’s Risk Manager. Failure to maintain any insurance coverage required by the Contract shall be cause for immediate termination of the Contract by City.

Unless otherwise specified, each policy shall be written on an “occurrence” form with an admitted insurance carrier licensed to do business in the state of Oregon; and shall contain an endorsement entitling City to not less than 30 days prior written notice of cancellation. In the event the statutory limit of liability of a public body for claims arising out of a single accident or occurrence is increased above the combined single limit coverage requirements specified below, City shall have the right to require that Contractor increase the coverage limits of all liability policies by the amount of the increase in the statutory limit.

10.1 Commercial General Liability. Contractor shall maintain a broad form commercial general liability insurance policy reflecting limits of not less than $2,000,000 combined single limit per occurrence, with an annual aggregate of $3,000,000 for bodily injury, personal injury or property damage. Such policy shall contain a contractual liability endorsement to cover Contractor's indemnification obligations under this Contract. The policy shall also contain an endorsement naming City as an additional insured, in a form satisfactory to City, and expressly providing that the interest of City shall not be affected by Contractor's breach of policy provisions.

10.2 Workers’ Compensation Insurance. Unless Contractor is exempt, Contractor shall comply with the Oregon Workers’ Compensation law by qualifying as a carrier-insured employer or as a self-insured employer and shall strictly comply with all other applicable provisions of such law.

Contractor shall provide City with such assurances as City may require from time to time that Contractor is in compliance with these Workers’ Compensation coverage requirements and the Workers’ Compensation law.

10.3 Automobile Liability. Contractor shall maintain an automobile liability insurance policy reflecting limits of not less than $2,000,000 combined single limit per occurrence for bodily injury, personal injury or property damage. The coverage shall include both hired and non-owned auto liability. The policy shall also contain an endorsement naming City as an additional insured, in a form satisfactory to City, and expressly providing that the interest of City shall not be affected by Contractor's breach of policy provisions.

Rev. 07/2025 Contract # xxxx-xxxxx Page 6 of 19

10.4 Professional Liability. Contractor shall maintain a professional liability insurance policy reflecting limits of not less than $2,000,000 for claims for professional acts, errors or omissions arising from the Work. The policy may be written on a “claims made” form. Contractor shall maintain the professional liability insurance coverage for at least one year after the completion of the work. The policy shall contain an endorsement entitling the City not less than 60 days prior written notice of cancellation of such policy.

11. Subcontracting. Contractor was selected for its special knowledge, skills and expertise, and shall not subcontract the Services, in whole or in part, without City’s prior written approval, which may be withheld for any reason. Contractor shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all obligations of Contractor specified in the Contract.

Notwithstanding City’s approval of a subcontractor, Contractor shall remain obligated for full performance of the Contract and City shall incur no obligation to any subcontractor. Contractor shall indemnify, defend and hold City harmless from all claims of subcontractors.

12. Assignment. Contractor shall not assign the Contract, in whole or in part, or any right or obligation hereunder, without City’s prior written approval, which approval shall not be subject to a reasonableness standard. If Contractor is a corporation or partnership, a change in ownership of Contractor resulting from a voluntary transfer of stock or partnership interests, or a transfer upon death or disability of any owner, shall not constitute an assignment unless the transferor is one of the key personnel specified in Section 2.2 of this Agreement.

13. Independent Contractor. Whether Contractor is a corporation, partnership, other legal entity or an individual, Contractor is an independent contractor. If Contractor is an individual, Contractor’s duties will be performed with the understanding that Contractor is a self-employed person, has special expertise as to the services which Contractor is to perform and is customarily engaged in the independent performance of the same or similar services for others. The manner in which the services are performed shall be controlled by Contractor; however, the nature of the services and the results to be achieved shall be specified by City. Contractor is not to be deemed an employee or agent of City and has no authority to make any binding commitments or obligations on behalf of City except to the extent expressly provided herein.

14. Confidentiality and Ownership of Work Product. Shall be governed by the Oregon Rules of Professional Conduct and the lawyer-client privilege.

15. Compliance with Laws. Contractor shall comply with all applicable Federal, State and local laws, rules, ordinances, and regulations at all times and in the performance of the Services, including all applicable provisions of Exhibit A.

16. Notices. Any notice permitted or required by the Contract shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, and with return receipt requested, to the persons and addresses shown below. In addition, if directions for electronic transmission (email) are set forth below, notices may be delivered by email. Notices sent by certified mail will be deemed delivered three business days after placement in the mail and notices sent by email will be deemed delivered when successful transmission is electronically confirmed. Except as

Rev. 07/2025 Contract # xxxx-xxxxx Page 7 of 19 expressly provided in the Contract, required notices must be signed by the person designated to receive notices, or that person’s designee or attorney.

Contractor: _________ Email / phone

City: City Attorney City Attorney’s Office 500 E 4th Ave, Suite 301 Eugene, Oregon 97401 541-682-8447

Each party shall notify the other of any change in the name, address, or email instructions to be used for delivery of notices.

17. Dispute Resolution.

17.1 Continued Performance. Unless the Contract is terminated, neither party shall suspend performance of its obligation hereunder pending the resolution of a dispute.

17.2 Negotiation/Mediation. The parties shall use all reasonable attempts to resolve disputes informally through conferral and negotiation. In the event such efforts are unsuccessful, the parties may mutually agree to voluntary mediation. The parties shall share equally in all common costs of mediation.

17.3 Litigation. Litigation of a claim that cannot be resolved by negotiation or voluntary mediation shall be initiated by filing a complaint in the Lane County Circuit Court provided, however, if a dispute 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, Eugene Division.

In any litigation, the entire text of any order or permit issued by a governmental or regulatory authority, as well as any documents referenced or incorporated therein by reference, shall be admissible for the purpose of contract interpretation.

17.4 Construction of Contract. This Contract shall not be construed against either party regardless of which party drafted it. Other than as modified by agreement, the applicable rules of contract construction and evidence shall apply. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflict of laws.

17.5 Forum. Any litigation between the City and the Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Lane County Circuit Court; provided, however, if a dispute 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, Eugene Division. In no event shall this Subsection be construed as a waiver

Rev. 07/2025 Contract # xxxx-xxxxx Page 8 of 19 by the City of Eugene of any form of defense or immunity, whether sovereign immunity, governmental immunity or otherwise, from any claim or from the jurisdiction of any court.

CONTRACTOR, BY EXECUTION OF THE CONTRACT HEREBY CONSENTS TO THE IN

PERSONAM JURISDICTION OF THE COURTS REFERENCED IN THIS SECTION.

17.6 Attorney’s Fees. If any suit, action, arbitration, or other proceeding is instituted upon this Contract or to enforce creditor’s rights or otherwise pursue, defend or litigate issues related to or peculiar to federal bankruptcy law (including, but not limited to, efforts to obtain relief from an automatic stay), or any other controversy arises from this Contract the prevailing party shall be entitled to recover from the other party and the other party agrees to pay the prevailing party, in addition to costs and disbursements allowed by law, such sum as the court, arbitrator or other adjudicator may adjudge reasonable as an attorneys’ fee in such suit, action, arbitration, or other proceeding, and in any appeal. Such sum shall include an amount estimated by the court, arbitrator or adjudicator, as the reasonable costs and fees to be incurred in collecting any monetary judgment or award or otherwise enforcing each award, order, judgment, or decree entered in such suit, action or other proceeding. The award of costs and expenses after trial de novo following arbitration under ORS 36.400 et seq. shall be made as provided for in ORS 36.425. The award of costs and expenses after appeal from a judgment entered after trial de novo shall be to the prevailing party designated as such by the appeals court.

18. Severability. If any portion of this Contract is held or declared by a court of competent jurisdiction to be void, invalid, illegal, or otherwise not fully enforceable, it shall not affect any other section of this Contract and the remainder of the Contract shall continue to be binding and of full force and effect.

19. Survival. Any duty, liability, or obligation of a party which arises under this Contract, including without limitation, obligations with respect to indemnification, shall survive the termination or expiration of this Contract and shall be legally enforceable until satisfied by performance or payment, or until enforcement is legally precluded by lapse of time.

20. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Contract. The parties agree and intend that this Contract shall be enforceable only by the parties and their duly authorized representatives.

21. Integration. The Contract embodies the entire agreement of the parties concerning the Services.

There are no promises, terms, conditions, or obligations other than those contained herein. The Contract shall supersede all prior communications, representations, or agreements, either oral or written, between the parties. The Contract shall not be amended except in writing, signed by both parties.

22. Effective Date. The effective date of this Contract shall be the latest date of signature by the parties.

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In witness whereof, the parties have, through their duly authorized representatives, executed this Agreement on the dates set forth below.

City of Eugene

Print Name:

Title:

Certifications of Contractor: Pursuant to ORS 305.385, Contractor hereby certifies that it is not in violation of any tax laws as defined in ORS 305.380. If Contractor is other than one or more individuals who have signed below, the individual(s) signing on behalf of Contractor hereby further certifies and swears under penalty of perjury and warrants to City that: (a) the full legal name and status of Contractor are as set forth in the caption to this Agreement, and (b) s/he is authorized to execute and deliver this Agreement and the Contract to City of behalf of, and as the act of Contractor.

Contractor

Print Name:

Title:

Rev. 07/2025 Contract # xxxx-xxxxx Page 10 of 19

EXHIBIT A

CITY OF EUGENE - STANDARD CONTRACT PROVISIONS

Contracts Subject to ORS Chapter 279B

Goods and Services including Personal Services OTHER THAN Architects, Engineers, Land Surveyors on Public Improvements

The following provisions, if applicable, are hereby included in and made a part of the attached contract between the City of Eugene and the Contractor named thereon as provided for in the Eugene Code, 1971, the Eugene Public Contracting Rules, the revised statutes of the State of Oregon, and Federal laws, rules, regulations, and guidelines. The Contractor AND EVERY SUBCONTRACTOR shall include these provisions in every subcontract SO THAT THESE PROVISIONS WILL APPLY TO, AND BE BINDING ON EVERY SUBCONTRACTOR.

Failure to comply with any of the applicable provisions below shall be a material breach of the contract and may result in debarment of the Contractor or subcontractor from City contracts for up to three (3) years.

1. Fair Employment Practice Provisions (Eugene Code, 1971, Section 4.625 and Eugene Public Contracting Rule 137-046-0500(1))

1.1 During the performance of this contract, the contractor agrees as follows:

(a) The contractor will not discriminate against any employee or applicant for employment because of an individual's race, religion, color, sex, national origin, ethnicity, marital status, familial status, age, sexual orientation, or source of income, a juvenile record that has been expunged pursuant to ORS 419A.260 and 419A.262, or because an individual is a person with a disability which, with reasonable accommodation by the employer does not prevent the performance of the work involved, unless based upon a bona fide occupational qualification reasonably necessary to the normal operation of the employer's business.

(b) Those contractors employing 15 or more individuals will develop and implement a plan to insure that applicants are employed, and that employees are treated during employment, without regard to race, religion, color, sex, sexual orientation, age, disability, national origin, or ethnicity. Such plan shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

(c) The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the human rights commission setting forth the provisions of this nondiscrimination clause.

1.2 The contractor will, prior to commencement and during the term of this contract, provide to the city such documentation, and permit any inspection of records as may be required or authorized by rules adopted by the city manager to determine compliance with paragraph 1.1 above.

1.3 If upon an investigation conducted pursuant to rules adopted by the city manager in accordance with section 2.019 of the Eugene Code, 1971, there is reasonable cause to believe that the contractor or any subcontractors of the contractor have failed to comply with any of the terms of paragraphs 1.1 or 1.2, a determination thereof shall be made in accordance with the adopted rules. Such determination may result in the suspension, cancellation or termination of the principal contract in whole or in part and/or the withholding of any funds due or to become due to the contractor, pending compliance by the contractor and/or its subcontractors, with the terms of paragraphs 1.1 and 1.2. Such determination may further result in debarment of the contractor in accordance with the adopted rules.

1.4 Failure to comply with any terms of paragraphs 1.1 and 1.2 above shall be a material breach of the contract.

1.5 The contractor shall include the provisions of paragraphs 1.1 through 1.4 above in contracts with subcontractors so that the provisions will be binding upon each subcontractor.

1.6 Contractor Defined. As used in this paragraph 1, "contractor" means all persons, wherever situated, but excluding local, state or federal units of government or their officials, from whom the City purchases Goods and/or Services costing $2,500 or more in any fiscal year.

2. ORS 279A.120 Nonresident Contractors.

2.1 As used in this section, “nonresident contractor” means…