DocuSign Envelope ID: 7FD73F55-3283-4237-8B3C-A4E2B53477A9

CITY ATTORNEY CONSULTANT CONTRACT

Contract No. 30006858

This contract is between the City of Portland, City Attorney’s Office (“City”) and the Consultant. The purpose of the
contract is to assist the attorney to provide legal advice to the client.

Effective Date and Duration of Contract: This contract shall become effective on May 01, 2019. This contract shall
expire, unless otherwise terminated or extended, on January 31, 2020.

Payment: The City will pay the Consultant a sum not to exceed $200,000.

CONSULTANT INFORMATION

Consultant Name: The National Police Foundation

Address: 1201 Connecticut Ave., NW Suite 200 Washington, DC 20036
Employer Identification Number (EIN): 52-0906599
City of Portland Business License # 441126

SCOPE OF WORK

1. The Consultant will provide expert services and advice to the City regarding Mass Demonstrations and First
Amendment Assemblies.

2. Compensation – See attached rate sheet, exhibit A. In the event of a dispute regarding payment, the City will pay
all undisputed amounts less any amount in dispute. Payment of disputed amounts will be made upon explanation or
documentation of the amount in dispute. Third party invoices shall be provided upon request. Overpayment by City
shall not prohibit City’s recovery of any amounts paid, but not owed, under the contract. Invoices should be
sufficiently detailed to justify the amounts requested.

3. Invoices shall be sent to: S. Harris, Office of the City Attorney, 1221 SW 4th Ave, Rm 430, Portland, OR 97204.

4. Communications between the City and the Consultant are intended to facilitate the rendition of professional
services.

TERMS AND CONDITIONS

1. Compliance with Law

Consultant shall comply with all applicable federal, state and local laws and regulations.

2. Ownership of Data/Intellectual Property

Parties agree that all data and materials developed or discovered by the Police Foundation while working on this assignment
are the property of the Police Foundation, with the exception of the Final Report to be delivered to the City and PPB. Any
publication of the Final Report should include attribution to the Police Foundation (in a mutually agreed upon manner).

Notwithstanding anything to the contrary herein, each party to this Agreement shall retain ownership of all proprietary data,
concepts, methods, techniques, processes, protocols, adaptations, ideas, formulas, software, databases, know- how, tools,
trade secrets, background technologies and standard of judgment (collectively "Each Parties' Methods") owned, licensed or
controlled by such party prior to this Agreement. Each party expressly acknowledges that performance of this Agreement
may result in the development of improvements to the Each Parties' Methods or development of new Each Parties' Methods.
Both parties agree that any such improvements to or new Each Parties' Methods shall belong exclusively to such party (and as
allowable under federal law) and the other party shall not, other than as necessary to performance of this Agreement, make
use of or disclose the same to any other party without the prior written consent of the owning party.

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Contract No. 30006858
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3. Accidents

The City wants to protect itself in the event the Consultant causes an accident. Consultant shall indemnify, defend, save, and
hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions of whatsoever nature
resulting from or arising out of the activities of Consultant, but only to the extent that Consultant has liability or automobile
insurance. The Consultant and its insurer have no duties in regard to claims or losses arising out of death, or bodily injury to
persons, or property damage caused solely by the negligence of the City.

4. Insurance

(a) State law requires Consultant to have Workers’ Compensation insurance unless legally exempt. If exempt, sign the
Consultant Certification Statement attached; otherwise provide an insurance certificate showing coverage.

(b) Consultant shall provide General Liability insurance with a combined single limit of not less than $1,000,000 per
occurrence for Bodily Injury and Property Damage. (The following requirement is waived) City of Portland will be
named a certificate holder. It shall include contractual liability coverage for the indemnity provided under this contract,
and shall provide that City of Portland, and its agents, officers, and employees are Additional Insured but only with
respect to the Consultant's services to be provided under this Contract:

Required and attached or Waived by City Attorney

(c) Automobile Liability insurance with a combined single limit of not less than $1,000,000 per occurrence for Bodily
Injury and Property Damage, including coverage for owned, hired, or nonowned vehicles, as applicable. Evidence of a
personal policy is acceptable, even if the limits are different than above.

Required and attached or Waived by City Attorney

5. Governing Law

The provisions of this contract shall be construed in accordance with the provisions of the laws of the State of Oregon. Any
action or suits involving any question arising under this contract must be brought in the appropriate court in Multnomah
County Oregon.

6. Amendments

Amendments to this contract must be made in writing and approved by the Chief Procurement Officer and the City Attorney
to be valid.

This contract may be signed in two (2) or more counterparts, each of which shall be deemed an original, and which, when
taken together, shall constitute one and the same Agreement.

The parties agree the City and Contractor may conduct this transaction, including any contract amendments, by electronic
means, including the use of electronic signatures.

Merger Clause
THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. NO WAIVER, CONSENT, MODIFICATION, OR CHANGE OF TERMS OF THIS CONTRACT SHALL
BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,
MODIFICATION, OR CHANGE IF MADE, SHALL BE EFFECTIVE ONLY IN SPECIFIC INSTANCES AND FOR THE
SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS,
ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT.

CONSULTANT SIGNATURE:

The National Police Foundation

5/24/2019
By: Date:
James Burch
Name:
President
Title:
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Contract No. 30006858
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CITY OF PORTLAND SIGNATURES:

By: Date:
Chief Procurement Officer

Approved as to Form:

By: Date:
Office of City Attorney

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Contract No. 30006858
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CONSULTANT CERTIFICATION STATEMENT

SECTION A
CONSULTANT CERTIFICATION. I, undersigned, am authorized to act on behalf of entity designated below, hereby certify that entity has current
Workers' Compensation Insurance.
5/24/2019 Police Foundation
Contractor Signature_________________________________ Date_________________________ Entity_______________________

If entity does not have Workers' Compensation Insurance, City Attorney and Consultant complete the
remainder of this form.
SECTION B
ORS 670.600 Independent contractor standards. As used in various provisions of ORS Chapters 316, 656, 657, and 701, an individual or business
entity that performs labor or services for remuneration shall be considered to perform the labor or services as an "independent contractor" if the standards
of this section are met. The contracted work meets the following standards:

1. The individual or business entity providing the labor or services is free from direction and control over the means and manner of providing the labor or
services, subject only to the right of the person for whom the labor or services are provided to specify the desired results;

2. The individual or business entity providing labor or services is responsible for obtaining all assumed business registrations or professional occupation
licenses required by state law or local government ordinances for the individual or business entity to conduct the business;

3. The individual or business entity providing labor or services furnishes the tools or equipment necessary for performance of the contracted labor or
services;

4. The individual or business entity providing labor or services has the authority to hire and fire employees to perform the labor or services;

5. Payment for the labor or services is made upon completion of the performance of specific portions of the project or is made on the basis of an annual or
periodic retainer.

__________________________________________________________ ____________________________
City Attorney Signature Date
__________________________________________________________________________________________________________________
SECTION C

Consultant certifies he/she meets the following standards:

1. The individual or business entity providing labor or services is registered under ORS Chapter 701, if the individual or business entity provides labor or
services for which such registration is required;

2. Federal and state income tax returns in the name of the business or a business Schedule C or form Schedule F as part of the personal income tax return
were filed for the previous year if the individual or business entity performed labor or services as an independent contractor in the previous year; and

3. The individual or business entity represents to the public that the labor or services are to be provided by an independently established business. Except
when an individual or business entity files a Schedule F as part of the personal income tax returns and the individual or business entity performs farm
labor or services that are reportable on Schedule C, an individual or business entity is considered to be engaged in an independently established business
when four or more of the following circumstances exist. Consultant check four or more of the following:

_____ A. The labor or services are primarily carried out at a location that is separate from the residence of an individual who performs the labor
or services, or are primarily carried out in a specific portion of the residence, which portion is set aside as the location of the business;

_____ B. Commercial advertising or business cards as is customary in operating similar businesses are purchased for the business, or the
individual or business entity has a trade association membership;

_____ C. Telephone listing and service are used for the business that is separate from the personal residence listing and service used by an
individual who performs the labor or services;

_____ D. Labor or services are performed only pursuant to written contracts;

_____ E. Labor or services are performed for two or more different persons within a period of one year; or

_____ F. The individual or business entity assumes financial responsibility for defective workmanship or for service not provided as evidenced
by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or
services to be provided.
5/24/2019
_______________________________________________________________ ____________________________
Consultant Signature Date

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Contract No. 30006858
DocuSign Envelope ID: 7FD73F55-3283-4237-8B3C-A4E2B53477A9

Exhibit A
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To: Tracy Reeve, City Attorney, City of Portland

From: Blake Norton, Senior Vice President, Police Foundation

Date: April 19, 2019

RE: Independent Assessment of the Portland Police Bureau’s (PPB) response to mass
demonstrations and First Amendement assemblies
___________________________________________________________

Project Goals
The Police Foundation assessment team recognizes that the goals of this project are to:
• Independently assess the Portland Police Bureau’s (PPB) response to mass demonstrations and
First Amendment assemblies on June 4, 2017 and August 4, 2018, as well as other relevant
incidents as agreed upon, from a variety of perspectives to include PPB personnel, community
groups and members, and other stakeholders.
• Conduct analysis of focus areas, including where improvements in PPB policy, planning, practice,
training, tactics, staffing and resources may be needed to better align the department with
national best and promising practices.
• Identify ways in which communications and relationship building with demonstrators and
community members can be strengthened to improve public safety during First Amendment
assemblies.
• Identify focus areas from the PPB responses to mass demonstrations and First Amendment
assemblies that provide promising practices and lessons learned for the broader law enforcement
community.

Organization and Approach

The Police Foundation (PF) assessment team will utilize a systems approach to complete an after-action
assessment of the incident(s), leveraging its robust and extensive understanding of public safety and after
action / incident reviews. The PF team will utilize rigorous data analysis and research capabilities; access
to networks of experts in a diverse array of relevant subject areas; and, a process analogous to the
Problem-Oriented Policing SARA (Scanning, Analysis, Response, and Assessment) model to: identify
problem areas and/or areas in need of improvement and provide recommendations for implementation
of proven and effective strategies to address the identified challenges. The PF assessment team will
coordinate and execute both off- and on-site tasks using site visits, electronic communications, and
conference calls to efficiently reach project goals.

Work Plan
The PF assessment team will provide the City of Portland and PPB with the following key tasks and
deliverables:
• Project Work Plan – This will include all tasks, activities, timelines, and team member responsibilities.

Police Foundation – Portland Police Bureau Proposal 1

DocuSign Envelope ID: 7FD73F55-3283-4237-8B3C-A4E2B53477A9
Exhibit A
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• Audio, Video, and Document Review – The PF assessment team will review a comprehensive list of
materials relevant to the incident(s) and systems under review, to include audio and video clips from
body-worn recorders, CCTV and other systems, as well as statuatory requirements and other legal
documents, incident documentation, policy, training curricula, calls for service and radio transcripts.
• Research – The PF Team will conduct off-site research to include relevant national and international
best and promising practices, model policies, and national standards as well as open source media and
social media reviews to understand the public information and community context of the incident(s).
• Site Visits - The PF Team will conduct a series of on-site activities to include interviews and focus groups
with PPB personnel, including command staff, incident commanders, frontline officers, trainers, and
others. PF Team members will also interview community groups and members, City of Portland
elected officials, other public safety agencies and relevant stakeholders.
• Gap Analysis –The PF assessment team will conduct a gap analysis, comparing analyzed information to
model law enforcement/public safety policies, lessons learned, promising practices, and national
standards. The gap analysis will assess PPB’s compliance with relevant standard operating procedures
and policing promising practices during responses to mass demonstrations and First Amendment
assemblies in the city
• Final Report – The PF team will provide a vetted and formatted final report for publication to the PPB
and the City of Portland, which will be made public.

Qualifications of Key Personnel

The Police Foundation’s highly-qualified proposed team of staff and subject matter experts has extensive
experience with understanding police-community relations; rigorous data analysis and research
capabilities; access to networks of experts in a diverse array of relevant subject areas; understanding
organizational assessment and audit processes; and Technical Assistance (TA). Full bios for key team
members are attached in a separate document.

The PF assessment team is comprised of the following staff and subject matter experts:
• Blake Norton, Police Foundation Senior Vice President
• Jennifer Zeunik, Police Foundation Director of Programs
• Rebecca Benson, Police Foundation Senior Policy Analyst
• Joyce Iwashita, Police Foundation Project Assistant
• Rick Braziel, Police Foundation, Executive Fellow
• Francine Tournour, Police Foundation, Subject Matter Expert
• Hassan Aden, Police Foundation, Executive Fellow
• Rodney Monroe, Police Foundation Executive Fellow

Cost
The Police Foundation estimates that completion of this engagement will cost
$199,472.13 (not to exceed $200,000.00) and last five months in duration, beginning on
or about May 15, 2019.
(This contract is written for 9 months, to accommodate for potential unexpected events
and to give enough time for final payment).

Police Foundation – Portland Police Bureau Proposal 2

DocuSign Envelope ID: 7FD73F55-3283-4237-8B3C-A4E2B53477A9

EXHIBIT B
CITY OF PORTLAND
CITY ATTORNEY’S OFFICE
TRAVEL REIMBURSEMENT

Reimbursement. Outside Counsel or Expert may be reimbursed, upon advance written approval by authorized
City personnel, for certain expenses incurred in connection with Outside Counsel or Expert hired to provide
services for the City on the City’s site. All invoices shall be accompanied by physical or electronic copies of
original receipts and any additional supporting documentation that may be appropriate, including those require
by any subsequent Task/Change Order. Reimbursement will be made based on the following guidelines:

1. Normal overhead expenses will not be reimbursed unless prior written approval has been obtained from
the City’s Project Manager, and provided that the written approval is attached to the invoice where the
charge is reflected. Normal overhead expenses include local travel expenses, including mileage under
100 miles, toll charges, parking fees, local train fare, local taxicab fares, and normal postage. Taxicab,
shuttle, and mass transit fares for Experts and Outside Counsel traveling from out-of-town will be
reimbursed if pursuant to the terms stated in this Agreement.

2. Out-of-Town Travel. Outside Counsel or Expert must receive prior approval for all out-of-town travel
reimbursement. The City Attorney encourages Outside Counsel or Expert to make travel arrangements
through means that will ensure that the best and most reasonable prices for air or ground transportation
are obtained, and that are consistent with the terms stated herein. The City will only reimburse Outside
Counsel or Experts for coach rates. Only in very unusual circumstances, and with prior written
approval, will the City approve travel for more than one attorney or expert from the same organization
who is working on the same matter for the City.

3. Commercial Air Travel. Commercial air travel reservations are to be arranged based on the lowest coach
fare available within a reasonable time frame surrounding the desired arrival or departure time. When
possible, air travel arrangements should be reserved at least seven (7) to fourteen (14) Calendar Days in
advance. Direct billing for commercial air travel is NOT permitted; however, City may elect to arrange
travel reservations on behalf of Outside Counsel or Expert personnel. Weekend travel is not
reimbursable, unless otherwise agreed to by the City’s Project Manager in writing. In the event weekend
travel is reimbursed, such reimbursement shall be made based on an amount up to and in lieu of any
authorized per diem amounts and, if applicable, any other daily expense reimbursement.

4. Rental Cars/Surface Transportation. Outside Counsel or Expert shall choose the most economical mode
of transportation. Except when there is only one person traveling by rented auto, vehicle rental will be
reimbursed based on a minimum ratio of one compact auto per two people (Outside Counsel or Expert).
Reimbursement for vehicle rental will not be approved for rentals that fall below the stated ratio. Cost
for additional insurance is not reimbursable, nor will reimbursement be permitted for fuel obtained at a
vehicle rental agency. City does not assume any liability, of any type, in connection with rental vehicles
reserved or operated by Outside Counsel or Expert personnel. Direct billing for rental vehicles is not
permitted. If the City’s Project Manager chooses to provide a per diem for auto rental, such per diem
shall be the same per diem as allowed for City employees. The City will reimburse Outside Counsel or
Expert for surface transportation, such as taxicabs, shuttles, and mass transit, at actual cost when
reimbursement requests are accompanied by original receipts.

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City of Portland Expert Services Agreement – Exhibit B
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5. Lodging. If required, and approved in writing, by the City, then Outside Counsel or Expert shall arrange
for lodging. The City will reimburse Outside Counsel or Expert per individual for daily lodging
expenses based on U.S. General Services Administration website (GSA) per diem rates; such per diem
shall be the same per diem as allowed for City employees. GSA lodging allowances can be found at the
U.S. General Services Administration website: http://www.gsa.gov/perdiem

6. Meal and Incidental Expenses (M&IE). The City will provide per diem for each full day (eight hours)
worked by Outside Counsel or Expert personnel assigned to deliver Services. The per diem rate will be
the same as the one published on the GSA website, identified as the Meal and Incidental Expenses
(M&IE) for the Portland, Oregon area. GSA per diem rates can be found at the U.S. General Services
Administration website: http://www.gsa.gov/perdiem. Per diem pam include the following expenses (but
see paragraph (5) for non-reimburseable expenses): (i) meals; laundry; tips and gratuities;
communications for personal reasons; additional miscellaneous expenses not specifically prohibited by
this agreement and that are reasonable expenses for someone travelling and working.

7. Non-reimbursable Expenses. Expenses incurred for personal entertainment while traveling on the City
business are not reimbursable. Personal entertainment includes items such as in-room movie charges,
sightseeing, attendance at sporting events, reading materials, gifts, haircuts, etc. Expenses incurred for
travel to and from, and parking at, the departure airport are not reimbursable.

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City of Portland Expert Services Agreement – Exhibit B