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Professional Business Development Group (PBDG) ~ C220047 CITY OF TIGARD-CONTRACT SUMMARY&ROUTING FORM Contract Overview Contract/Amendment Number: C220047 Contract Start Date: 05/01/2022 Contract End Date: 03/31/2023 Contract Title: Tigard Mentor Program Contractor Name: Professional Business Development Group (!'BDG) Contract Manager: I1oyd Purdy Department: CD Contract Costs Original Contract Amount: S 13 000.00 Total All Previous Amendments: Total of this Amendment: n a Total Contract Amount: $13,000.00 Procurement Authority Contract Type: Personal Services Procurement Type: PCR 70.015 C. Direct Appointment <=$20K Solicitation Number: LCRB Date: Account String: Fund-Division-Account Work Order—Activit): yPe Amount FY 21/22 100-3700-54001 $13,000.00 Contracts & Purchasing Approval Purchasing Signature: Comments: DocuSign Routing Route for Signature Name Email Address Contractor Kenechi Onyeagusi kenechi bdgweb.com City of Tigard Steve Rymer stever(ktigard-or.gov Final Distribution Contractor Kenechi Onyeagusi kenechikl2bdoyeb.com Project Manager flo d Purdy Uo d ti and-or. ov Project Manager Buyer Toni Riccardi tonir ti and-or. ov DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC Contract Number C220047 CITY OF TIGARD,OREGON PERSONAL SERVICES CONTRACT TIGARD MENTOR PROJECT THIS AGREEMENT made and entered into by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Professional Business Development Group (PBDG), hereinafter called Contractor. RECITALS WHEREAS, the City's 2022-2023 fiscal year budget provides for services related to Mentoring and Network Building;and WHEREAS, City has need for the services of a company with ability, knowledge, and experience possessed by Contractor; and THEREFORE, the parties agree as follows: 1. EFFECTIVE DATE/CONTRACT TERM The term of this Agreement is effective on May 1, 2022 or upon the date this Agreement is fully executed by both parties, whichever is later, and expires on March 31, 2023], unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 2. SERVICES TO BE PROVIDED The nature,scope,and performance characteristics,and scope of the services and the required time specifications for Contractor's performance under this Agreement are set forth in Exhibit B,incorporated herein by reference. 3. COMPENSATION The City agrees to pay Contractor for completed services in accordance with the rates outlined in Exhibit B. The total amount paid to the Contractor by the City may not exceed Thirteen Thousand and No/100 Dollars ($13,000.00)without a written contract amendment signed by authorized representatives of both parties. 4. PAYMENTS Payments made to Contractor will be based upon the following applicable terms: A. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor, with the exception of expenses, if any, identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Contractor's invoice and not more frequently than monthly. Unless otherwise agreed, payment will be made only for work actually completed as of the date of invoice. DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC C. Payment by City releases City from any further obligation for payment to Contractor for services performed or expenses incurred as of the date of the invoice. Payment may not be considered acceptance or approval of any work or waiver of any defects therein. D. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard's City Council 5. METHOD &PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS All notices,bills and payments will be made in writing and may be given by personal delivery, mail,or by fax. Payments may be made by personal delivery,mail, or electronic transfer. The following addresses will be used to transmit notices,bills,payments, and other information: CITY OF TIGARD Professional Business Development Grou BDG Attn: Lloyd Purdy Attn: Kenechi Onyeagusi Address: 13125 SW Hall Blvd Address: 4444 SE 27`'Ave Tigard, OR 97223 Portland, OR 97202 Phone: (503) 718-2425 Phone: (503) 358-6459 Email: lloydpktigard-or.gov Email: kenechikpbdgweb.com Notice will be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed,upon successful fax. In all other instances,notices,bills and payments will be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills, and payments are to be given by giving written notice pursuant to this paragraph. 6. OWNERSHIP OF WORK PRODUCT The City is the owner of and is entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence, or pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. Any intellectual property rights delivered to the City under this Agreement and Contractor's services rendered in the performance of Contractor's obligations under this Agreement,will be provided to the City free and clear of any and all restrictions on or conditions of use, transfer,modification, or assignment. 7. ASSIGNMENT/DELEGATION Neither party may assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment has any force or effect unless and until the other party has consented. If City agrees to assignment of tasks to a subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors and of all persons employed by them. Neither the approval by City of any subcontractor nor anything contained herein creates any contractual relation between the subcontractor and City. The provisions of this Agreement are binding upon and will inure to the benefit of the parties to the Agreement and their respective successors and assigns. 2 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC 8. REPRESENTATIONS AND WARRANTIES In addition to other representations and warranties set forth in this Agreement, Contractor represents and warrants to the City that the services will be performed in accordance with the same professional skill,care,diligence,standards,and generally accepted professional practices as other professionals performing the same or similar services in the same or similar localities under similar conditions. Neither acceptance of the work nor payment therefore relieves Contractor from liability under warranties contained in or implied by this Agreement. Contractor is familiar and will comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to the performance of the work under this Agreement. 9. ERRORS Contractor will perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 10. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that: A. Contractor acknowledges that for all purposes related to this Agreement,Contractor is an independent contractor as defined by ORS 670.600 and not an employee of City. Contractor is not entitled to benefits of any kind to which an employee of City is entitled and is solely responsible for all payments and taxes required by law. Furthermore,in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City is entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as a result of said finding. B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS 30.265. 11. CONFLICT OF INTEREST The undersigned Contractor hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from Contractor, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. If this payment is to be charged against Federal funds, Contractor certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed their normal charge for the type of service provided. 12. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor represents that all of its work will be performed in accordance with generally accepted professional practices and standards as well 3 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC as the requirements of applicable federal, state, and local laws, it being understood that acceptance of a Contractor's work by City will not operate as a waiver or release. Contractor agrees to indemnify and defend the City, its officers, employees, agents, and representatives and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments, or other costs or expenses, including attorney's fees and witness costs (at both trial and appeal level,whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies),that may be asserted by any person or entity which in any way arise from, during, or in connection with the performance of the work described in this contract, except liability arising out of the sole negligence of the City and its employees. Such indemnification will also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of this indemnification. 13. INSURANCE Contractor and its subcontractors must maintain insurance acceptable to City in full force and effect throughout the term of this Agreement. Such insurance must cover risks arising directly or indirectly out of Contractor's activities or work hereunder, including the operations of its subcontractors of any tier. A. Standard Coverage.The policy or policies of insurance maintained by the Contractor must provide at least the limits and coverages in Exhibit A of this Agreement.The procuring of such required insurance will not be construed to limit Contractor's liability hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of any damage,injury, or loss caused by negligence or neglect connected with this Agreement. B. Workers' Compensation. The Contractor, its subcontractors, if any, and all employers providing work,labor,or materials under this Agreement that are subject employers under the Oregon Workers' Compensation Law must comply with ORS 656.017,which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers must provide Employer's Liability Insurance with coverage limits of not less than $1,000,000 each accident. C. Additional Insured Provision. All required insurance policies, other than Workers' Compensation and Professional Liability, must name the City its officers, employees, agents,and representatives as additional insureds with respect to this Agreement. D. Insurance Carrier Rating. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M. Best rating of"A-VII" or better, or equivalent. The City reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. 4 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC E. Self-Insurance. The City understands that some contractors may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If Contractor is self- insured for commercial general liability or automobile liability insurance, Contractor must provide evidence of such self-insurance. Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. F. Primary Coverage Clarification.The parties agree that Contractor's coverage is primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. G. Cross-Liability Clause. A cross-liability clause or separation of insureds clause will be included in the general liability policy required by this Agreement. H. Certificates of Insurance. As evidence of the insurance coverage required by the Agreement, Contractor will furnish a Certificate of Insurance to the City. No Agreement is effective until the required Certificates of Insurance have been received and approved by the City.The certificate will specify and document all provisions within this Agreement and include a copy of Additional Insured Endorsement (other than Workers' Compensation and Professional Liability). All certificates, including renewals are forwarded to: contractspurchasing&,Tigard-oror.gov 14.TERMINATION WITHOUT CAUSE At any time and without cause, City has the right in its sole discretion to terminate this Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this paragraph, City will pay Contractor for services rendered to the date of termination. 15.TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if there is an assignment for the benefit of creditors of Contractor. 5 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC Any such termination of this Agreement under paragraph(A)will be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1) If Contractor fails to provide services called for by this Agreement within the time specified, or 2) If Contractor fails to perform any of the other provisions of this Agreement or fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. The rights and remedies of City provided above related to defaults (including breach of contract) by Contractor are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor will be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, provided, that the City may deduct the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract include those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 16. SURVIVAL The terms, conditions, representations, and warranties contained in this Agreement survive the termination or expiration of this Agreement. 17. STATUTORILY REQUIRED PROVISIONS A. Contractor will pay to the Department of Revenue all sums withheld from employees [Required by ORS 316.167]. B. Contractor will pay all contributions or amounts due the Industrial Accident Fund from the contractor or any subcontractor in the performance of this Agreement. [Required by ORS 279B.220(2)] C. As a condition of this Agreement, Contractor will make payment promptly, as due, to all persons supplying labor or materials for the performance of the work provided for in this Agreement. [Required by ORS 279B.220 (1)] D. In accordance with ORS 279B.235, the following are hereby incorporated in full by this reference: 1) Contractor may not employ an individual for more than 10 hours in any one day, or 40 hours in any one week, except as provided by law. For contracts for personal services, as defined in ORS 279A.055, Contractor must pay employees at least time and a half pay for all overtime the employees work in excess of 40 hours in any one 6 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC week,except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. 2) Contractor 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 positing 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. 3) Contractor may not prohibit any of Contractor's employees from discussing the employee's rate of wage,salary,benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee's rate of wage,salary,benefits or other compensation with another employee or another person. 4) Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. [Required by ORS 279B.220 (3)] F. Contractor represents and warrants that Contractor is, to the best of the undersigned's knowledge, not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316, 317,and 318. Contractor's failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Agreement or during the term of this Agreement is a default for which the City may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. [Required by ORS 279B.045] G. Contractor will promptly, as due, make payment to any person, co-partnership, association,or corporation, furnishing medical, surgical,and hospital care or other needed care and attention, incident to sickness or injury, to the employees of Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for services. [Required by ORS 279B.230 (1)] H. If Contractor fails,neglects, or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due,Contractor is liable for the amount of the unpaid overtime wages and in an additional amount equal to the unpaid overtime wages as liquidated damages. [Required by ORS 279B.020 (9)] 18. MISCELLANEOUS PROVISIONS A. Choice of Law, Venue. The provisions of this Agreement are governed by Oregon law. Venue will be the State of Oregon Circuit Court in Washington County or the U.S.District Court for Oregon, Portland. B. Attorney's Fees. In the event an action, suit of proceeding, including appeal, is brought for failure to observe any of the terms of this Agreement,each party is responsible for that 7 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC party's own attorney fees, expenses, costs and disbursements for the action, suit, proceeding, or appeal. C. Business License. Contractor must obtain, prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31" expiration date. New businesses operating in Tigard after June 30t1'of the current year will pay a pro-rated fee through the end of the calendar year. D. Electronic Signatures. City may use Electronic Signatures as defined in the Electronic Signatures in Global and National Commerce Act. Under ORS 84.014. Contractor's consent is not required for this Agreement to be executed using Electronic Signatures. Even if ORS 84.014 is determined to be inapplicable or invalid, Contractor grants such consent. E. Retirement System. Contractor and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. F. Hazardous Materials. Contractor will comply with all federal Occupational Safety and Health Administration (OSHA) requirements and all Oregon safety and health requirements. In accordance with OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided under this Agreement may release, or otherwise result in an exposure to, a hazardous chemical under normal conditions of use (for example, employees of a construction contractor working on-site), it is the responsibility of Contractor to provide the City with the following information: all applicable Safety Data Sheets, the identity of the chemical/s, how Contractor will inform employees about any precautions necessary, an explanation of any labeling system, and the safe work practices to prevent exposure. In addition,Contractor must label,tag,or mark such goods. 19. ACCESS TO RECORDS Contractor shall maintain all records relating to this Agreement for three (3) years after final payment. The City may examine,audit and copy Contractor's books,documents,papers,and records relating to this Agreement at any time during this period upon reasonable notice. Copies of these records must be made available upon request. Payment for the reasonable cost of requested copies will be made by the City. 20.AUDIT RIGHTS The City may conduct financial and performance audits of the billings and services specified in this Agreement at any time in the course of the Agreement and during the three (3) year period established by Section 22 of this Agreement. Audits will be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States Government Accountability Office. If an audit discloses that payments to Contractor exceed the amount to which the Contractor was entitled, the Contractor will repay the amount of the excess to the City. 8 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC 21. FORCE MAJEURE Neither City nor Contractor will be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the Parties so disenabled will, within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification will not be the basis for a claim for additional compensation. Each Party will,however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 22.NON-WAIVER The failure of City to insist upon or enforce strict performance by Contractor of any of the terms of this Agreement or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 23.NON-DISCRIMINATION Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances applicable to the provision of services under this Agreement,including,without limitation: A. Title VI of the Civil Rights Act of 1964; B. Section V of the Rehabilitation Act of 1973; C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008 (Pub L No 101- 336); and D. ORS 659A.142,including all amendments of and regulations and administrative rules,and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 24. MERGER;MODIFICATION This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement will be effective unless and until it is made in writing and signed by both parties. 25. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor will comply with all applicable federal, state and local laws, rules and regulations applicable to the work in this Agreement. 26. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions will 9 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement and,if negotiations fail,may terminate the Agreement. 27. CONFLICT BETWEEN TERMS Any exhibits, schedules or other attachments referenced in this Agreement are part of this Agreement. In the event of conflict between a provision in the main body of the Agreement and a provision in the exhibits, schedules or other attachments, the provisions in the main body of the Agreement will control. IN WITNESS WHEREOF,City and Contractor have caused this Agreement to be executed by their duly authorized officials. CITY OF TIGARD PROFESSIONAL BUSINESS DEVELOPMENT GROUP(PBDG) ay: ��s aB : FDocuSig-d hAo- cr By: L:.:� o 9104POF6H2 9168... Steve Rymer Kenechi Onyeagusi Name: Name: Title: City Manager Title: Executive Director 5/11/2022 5/10/2022 Date: Date: 10 1 Page Rev. 1 i DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC EXHIBIT A PERSONAL SERVICES AGREEMENT STANDARD INSURANCE REQUIREMENTS 1. COMMERCIAL GENERAL LIABILITY INSURANCE. Contractor will obtain, at Contractor's expense,and keep in effect during the term of this Agreement,comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an"occurrence"form(CG 20101185 or equivalent.This coverage must include Contractual Liability insurance for the indemnity provided under this Agreement. ❑ Not required. COMMERCIAL GENERAL LIABILITY INSURANCE with limits of not less than: ® $1,000,000/$2,000,000 ❑ $2,000,000/$3,000,000 ❑ Other: $ each occurrence/aggregate for Bodily Injury and Property Damage. ❑ADDITIONAL INSURED ENDORSEMENT not required. 2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. Contractor must also obtain, at Contractor's expense, and keep in effect during the term of the Agreement, commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles on an "occurrence" form. ❑ Not required. Driving is not included in the scope of work for this Agreement and the City will not reimburse for any travel expenses. AUTOMOBILE LIABILITY INSURANCE with a combined single limit,or the equivalent of not less than: ® No requirement in excess of that provided for under state law. ❑ $2,000,000 ❑ Other: $ each accident for Bodily Injury and Property Damage. If Contractor uses a personally-owned vehicle for business use under this Agreement,the Contractor will obtain at Contractor's expense,and keep in effect during the term of the Agreement,business automobile liability coverage for all owned vehicles on an "occurrence" form with a combined single limit, or the equivalent of not less than: ❑ No requirement in excess of that provided for under state law. ® $2,000,000 ❑ Other: $ each accident for Bodily Injury and Property Damage. ❑ ADDITIONAL INSURED ENDORSEMENT not required. 111 Page 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC 3. PROFESSIONAL LIABILITY INSURANCE ® Not required. PROFESSIONAL LIABILITY INSURANCE with a combined single limit, or the equivalent, of not less than: ❑ $1,000,000/$3,000,000 ❑ $2,000,000/$4,000,000 ❑ Other: $ each occurrence/aggregate to cover damages caused by error,omission or negligent acts related to the professional services to be provided under this Agreement. ®ADDITIONAL INSURED ENDORSEMENT not required. 4. OTHER COVERAGE REQUIRED ❑ EMPLOYEE DISHONESTY AND MONEY AND SECURITIES INSURANCE with a limit of not less than $ to cover Theft, Disappearance and Destruction of cash or negotiable securities in the care,custody or control of the contractor for City or on behalf of City clients. ❑ CYBER LIABILITY INSURANCE with limits of not less than$ to cover first party data breach forensic examination/investigation expenses,liability for claims or losses that result from breach of security or protected data,losses for first party damage to networks or other digital assets,losses for first-party business interruption, costs of regulatory investigations, and regulatory fines and/or penalties including but not limited to PCI-DSS fines,penalties and assessment. ❑ PHYSICAL ABUSE AND MOLESTATION INSURANCE with limits of not less than $ to cover actual or threatened physical abuse,mental injury,sexual molestation,or negligent employment, supervision,investigation,reporting to proper authorities or retention of any person for whom the Contractor is responsible for, including but not limited to Contractor and Contractor's employees and volunteers. Coverage can be provided by a separate policy or as an endorsement to the general or professional liability policies. ❑ OTHER(describe coverage and limits): 12 1 Page Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC EXHIBIT B PBDG Tigard Mentor Project: Scope DRAFT 2 (April 5, 2022) PBDG Introduction PBDG will provide business support for Tigard-based marginalized communities entering the construction trade which at present is inequitable and non-inclusive,affecting disproportionately the economic wellbeing of People of Color (POC) and women owned businesses. PBDG will accomplish this through robust resources, comprehensive and individualized services, and support from value aligned networks, collaborations,and partnerships within the construction trade. Program Overview Task 1: Business Mentoring and Network Building Building the capacity of Tigard based businesses/entrepreneurs begins with a foundation of support. People who are new to business or from historically under-served populations may lack the support system enjoyed by others. Building an inclusive support system sets a foundation for business success. PBDG will support new business development in Tigard through a series of mentoring activities that introduce minority and women owned Tigard based construction/goods and services/professional businesses to best practices in business development as well as City of Tigard staff and city contractors.The City of Tigard's economic development, procurement, facilities, construction/engineering teams, and prime contractors are key partners in this meet and greet series. Hosting Tigard-based meet&greets in a facilitated,intentional and no pressure environment- not tied to specific contracting opportunities—is one way to mentor and support the development of local Tigard-based businesses in construction and the trades. This work also creates a pipeline for further business support, training, and business growth. PBDG hosted mentoring events in Tigard will: • Introduce local business owners to city project managers. • Introduce new businesses to city contracting processes. • Provide information on up-coming city construction and on-call projects. • Provide information on business support programs. • Provide information on future contracting opportunities in the city. PBDG will invite relevant Tigard based businesses/entrepreneurs to a four-meeting series, coordinate marketing and registration, and host these meetings in Tigard. PBDG will bring in guest speakers to provide mini-presentations to new businesses on relevant topics including"How to Network for Success" `How to develop a 30-second elevator pitch," "How to navigate public sector contracting". The target participation for this event series is 12-15 Tigard based businesses/entrepreneurs at each event. The goal is to have one third of participants move in to receive additional business support from PBDG. DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC Mentoring Program Prognosed Timeline Final timeline and topics will be determined in consultation between PBDG and City of Tigard economic development team upon completion of contracting. Marketing Month—June July 2022 Meet& Greet #1 Topic - How to Network/Elevator Pitch City Participation: Ec Dev+ Engineering Team + Prime Contractors? Marketing Month—July August 2022 Meet& Greet#2 Topic—Learn from Experience Foundational Five City Participation: Ec Dev Marketing Month—August September 2022 Meet& Greet #3 Topic—Public Contracting Process City Participation: Ec Dev+ City Contracting Team Marketing Month—September October 2022 Meet& Greet#4 Topic—Partners &Projects City Participation: Lloyd + Engineering Team + Prime Contractors? Program Marketing for Mentoring Series New business support programs require extra support and effort to introduce to a new community. Marketing this program will be the primary responsibility of PBDG and will directly impact the number of businesses owners who participate. City of Tigard will share the current business license registry for PBDG's use in contacting firms and entrepreneurs who may benefit from PBDG programs. PBDG will market and communicate meet- and-greet mentoring activities and business support programs to Tigard based businesses and residents in the following ways: • Create mentoring marketing material (PBDG responsibility) • Promote on PBDG social media (PBDG responsibility) • Referral through PBDG network (PBDG responsibility) • Contact through business license (PBDG responsibility) • Program press release (jointly) • Tigard Times advertisement (PBDG responsibility) • Business Update e-newsletter (via City) • Talking Tigard Podcast (at City invitation) • Mailer (via City with PBDG provided program info) Task 2: Via Business Counselor DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC PBDG's business counselor will enroll interested minority and women construction businesses and entrepreneur as PBDG clients where they will be eligible to receive the services outlined on the list below. Other businesses will be referred to other programs and PBDG partners. PBDG will leverage funds from other partners to provide the following services to Tigard based businesses. Tigard based mentoring events create a recruitment pipeline for more substantive business support and training. Tigard business participation in training programs and impacts of leveraged funds will be reported to the City of Tigard. PBDG Provided Business Support and Training • One-on-one business advising • Business readiness, planning, and assessments • Construction education • COBID certification and government contracting support • Advanced support in the following areas: estimating,bidding,bonding, accounting, operations, and mentorship • Networking&business development opportunities The target participation for this event series is 5 to 7 Tigard based businesses/entrepreneurs referred into and completing PBDG provided training/workshops. Task 3: PBDG Tigard Project Quarterly Reports. Provided to City's Economic Development Manager at the end of each quarter. Detail will be provided on the activities and services conducted, business participation, and progress made under the program for the three months prior (for example,how many Tigard entrepreneurs have been helped and in what way). Task 4: Final Progress Report. To be provided to City's Economic Development Manager no later than March 31,2023 and shall contain both a total summary of services provided during the entire term of the agreement, and a detailed breakdown of services . Program Impact • Number of businesses invited to meet-and-greet mentoring series. • Number of businesses that participate in meet-and-greet mentoring series. • Number of businesses that receive 1:1 business advising services. • Number of firms that participate in PBDG's business education programs. • Number of participants from Tigard who participate in a program impact survey. o Example: On as scale of 1 to 10, rate your understanding of opportunities within the City of Tigard after participating in the series. o Example:What PBDG business support program did you find most beneficial? The following business support program participant demographic data will be collected for Tigard participants: DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC • Race and/or Ethnicity • Gender • Disability • Veteran Status • Preferred Language • Business/Resident Name • Business/Resident Address • Business Size (employees and revenue) Program Costs The following PBDG activities are eligible program expenses: Task 1: Business Mentoring and Networking • Program marketing and communications • Four mentoring events Task 2: One on one advising with a PBDG Business Counselor Task 3: Program management and interim reports Task 4: Final impact report Project cost not to exceed$13,000. PBDG may invoice for expenses incurred after the second mentoring event and after the close of the project (Task 4). Project completion date on or about March 31,2023. DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC EXHIBIT C CONTRACTOR COVID-19 VACCINATION ATTESTATION City of Tigard Personnel Policy 80.0 COVID-19 Vaccination Requirement requires contractors must be full vaccinated for the COVID-19 virus or have a documented medical or religious exemption if the contractor personnel will (a) physically interact with Tigard staff or members of the public on behalf of the City in the course of performing work under the contract or (b) provide goods or perform services on-site at City buildings. If you are unsure whether the vaccination requirement applies to you, please contact your Tigard contract administrator/project manager to discuss further. By signing this form, I certify and attest to the following: ® I am authorized to sign this certification on behalf of contractor and am authorized to legally bind contractor. ® Contractor will not allow any unvaccinated employees,workers, or agents of the organization to perform any services or provide goods pursuant to this City of Tigard contract where such work includes (a) physically interacting with Tigard staff or members of the public on behalf of the City in the course of performing work under this contract or (b) provide goods or perform services on-site at City buildings. ® Contractor will ensure that any employees,workers, or agents of the organization engaged in work pursuant to this contract will adhere to any and all of the City's health and safety guidelines for the location where the work is performed, including wearing face coverings, distancing from others,and isolating or quarantining if exposed to or contracting COVID-19. ® Contractor understands and agrees that failure to comply with these requirements,which are hereby incorporated by reference as part of the terms and conditions in the Agreement, may result in the termination of contract for default. Kenechi Onyeagusi Print Name 5/10/2022 Date LD..Si".d by: L Int{u l �mal naagacsivmcnen Signature 14 Page Rev. 11 / 21 CITY OF TIGARD-CONTRACT SUMMARY&ROUTING FORM Contract Overview Contract/Amendment Number: C220047 Contract Start Date: 05/01/2022 Contract End Date: 03/31/2023 Contract Title: Tigard Mentor Program Contractor Name: Professional Business Development Group (!'BDG) Contract Manager: I1oyd Purdy Department: CD Contract Costs Original Contract Amount: S 13 000.00 Total All Previous Amendments: Total of this Amendment: n a Total Contract Amount: $13,000.00 Procurement Authority Contract Type: Personal Services Procurement Type: PCR 70.015 C. Direct Appointment <=$20K Solicitation Number: LCRB Date: Account String: Fund-Division-Account Work Order—Activit): yPe Amount FY 22/23 100-3700-54001 $13,000.00 Contracts & Purchasing Approval Purchasing Signature: ��4<u-- Comments: DocuSign Routing Route for Signature Name Email Address Contractor Kenechi Onyeagusi kenechi bdgweb.com City of Tigard Steve Rymer stever(ktigard-or.gov Final Distribution Contractor Kenechi Onyeagusi kenechikl2bdoyeb.com Project Manager flo d Purdy Uo d ti and-or. ov Project Manager Buyer Toni Riccardi tonir ti and-or. ov DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC Contract Number C220047 CITY OF TIGARD,OREGON PERSONAL SERVICES CONTRACT TIGARD MENTOR PROJECT THIS AGREEMENT made and entered into by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Professional Business Development Group (PBDG), hereinafter called Contractor. RECITALS WHEREAS, the City's 2022-2023 fiscal year budget provides for services related to Mentoring and Network Building;and WHEREAS, City has need for the services of a company with ability, knowledge, and experience possessed by Contractor; and THEREFORE, the parties agree as follows: 1. EFFECTIVE DATE/CONTRACT TERM The term of this Agreement is effective on May 1, 2022 or upon the date this Agreement is fully executed by both parties, whichever is later, and expires on March 31, 2023], unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 2. SERVICES TO BE PROVIDED The nature,scope,and performance characteristics,and scope of the services and the required time specifications for Contractor's performance under this Agreement are set forth in Exhibit B,incorporated herein by reference. 3. COMPENSATION The City agrees to pay Contractor for completed services in accordance with the rates outlined in Exhibit B. The total amount paid to the Contractor by the City may not exceed Thirteen Thousand and No/100 Dollars ($13,000.00)without a written contract amendment signed by authorized representatives of both parties. 4. PAYMENTS Payments made to Contractor will be based upon the following applicable terms: A. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor, with the exception of expenses, if any, identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Contractor's invoice and not more frequently than monthly. Unless otherwise agreed, payment will be made only for work actually completed as of the date of invoice. DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC C. Payment by City releases City from any further obligation for payment to Contractor for services performed or expenses incurred as of the date of the invoice. Payment may not be considered acceptance or approval of any work or waiver of any defects therein. D. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard's City Council 5. METHOD &PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS All notices,bills and payments will be made in writing and may be given by personal delivery, mail,or by fax. Payments may be made by personal delivery,mail, or electronic transfer. The following addresses will be used to transmit notices,bills,payments, and other information: CITY OF TIGARD Professional Business Development Grou BDG Attn: Lloyd Purdy Attn: Kenechi Onyeagusi Address: 13125 SW Hall Blvd Address: 4444 SE 27`'Ave Tigard, OR 97223 Portland, OR 97202 Phone: (503) 718-2425 Phone: (503) 358-6459 Email: lloydpktigard-or.gov Email: kenechikpbdgweb.com Notice will be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed,upon successful fax. In all other instances,notices,bills and payments will be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills, and payments are to be given by giving written notice pursuant to this paragraph. 6. OWNERSHIP OF WORK PRODUCT The City is the owner of and is entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence, or pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. Any intellectual property rights delivered to the City under this Agreement and Contractor's services rendered in the performance of Contractor's obligations under this Agreement,will be provided to the City free and clear of any and all restrictions on or conditions of use, transfer,modification, or assignment. 7. ASSIGNMENT/DELEGATION Neither party may assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment has any force or effect unless and until the other party has consented. If City agrees to assignment of tasks to a subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors and of all persons employed by them. Neither the approval by City of any subcontractor nor anything contained herein creates any contractual relation between the subcontractor and City. The provisions of this Agreement are binding upon and will inure to the benefit of the parties to the Agreement and their respective successors and assigns. 2 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC 8. REPRESENTATIONS AND WARRANTIES In addition to other representations and warranties set forth in this Agreement, Contractor represents and warrants to the City that the services will be performed in accordance with the same professional skill,care,diligence,standards,and generally accepted professional practices as other professionals performing the same or similar services in the same or similar localities under similar conditions. Neither acceptance of the work nor payment therefore relieves Contractor from liability under warranties contained in or implied by this Agreement. Contractor is familiar and will comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to the performance of the work under this Agreement. 9. ERRORS Contractor will perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 10. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that: A. Contractor acknowledges that for all purposes related to this Agreement,Contractor is an independent contractor as defined by ORS 670.600 and not an employee of City. Contractor is not entitled to benefits of any kind to which an employee of City is entitled and is solely responsible for all payments and taxes required by law. Furthermore,in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City is entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as a result of said finding. B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS 30.265. 11. CONFLICT OF INTEREST The undersigned Contractor hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from Contractor, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. If this payment is to be charged against Federal funds, Contractor certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed their normal charge for the type of service provided. 12. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor represents that all of its work will be performed in accordance with generally accepted professional practices and standards as well 3 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC as the requirements of applicable federal, state, and local laws, it being understood that acceptance of a Contractor's work by City will not operate as a waiver or release. Contractor agrees to indemnify and defend the City, its officers, employees, agents, and representatives and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments, or other costs or expenses, including attorney's fees and witness costs (at both trial and appeal level,whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies),that may be asserted by any person or entity which in any way arise from, during, or in connection with the performance of the work described in this contract, except liability arising out of the sole negligence of the City and its employees. Such indemnification will also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of this indemnification. 13. INSURANCE Contractor and its subcontractors must maintain insurance acceptable to City in full force and effect throughout the term of this Agreement. Such insurance must cover risks arising directly or indirectly out of Contractor's activities or work hereunder, including the operations of its subcontractors of any tier. A. Standard Coverage.The policy or policies of insurance maintained by the Contractor must provide at least the limits and coverages in Exhibit A of this Agreement.The procuring of such required insurance will not be construed to limit Contractor's liability hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of any damage,injury, or loss caused by negligence or neglect connected with this Agreement. B. Workers' Compensation. The Contractor, its subcontractors, if any, and all employers providing work,labor,or materials under this Agreement that are subject employers under the Oregon Workers' Compensation Law must comply with ORS 656.017,which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers must provide Employer's Liability Insurance with coverage limits of not less than $1,000,000 each accident. C. Additional Insured Provision. All required insurance policies, other than Workers' Compensation and Professional Liability, must name the City its officers, employees, agents,and representatives as additional insureds with respect to this Agreement. D. Insurance Carrier Rating. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M. Best rating of"A-VII" or better, or equivalent. The City reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. 4 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC E. Self-Insurance. The City understands that some contractors may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If Contractor is self- insured for commercial general liability or automobile liability insurance, Contractor must provide evidence of such self-insurance. Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. F. Primary Coverage Clarification.The parties agree that Contractor's coverage is primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. G. Cross-Liability Clause. A cross-liability clause or separation of insureds clause will be included in the general liability policy required by this Agreement. H. Certificates of Insurance. As evidence of the insurance coverage required by the Agreement, Contractor will furnish a Certificate of Insurance to the City. No Agreement is effective until the required Certificates of Insurance have been received and approved by the City.The certificate will specify and document all provisions within this Agreement and include a copy of Additional Insured Endorsement (other than Workers' Compensation and Professional Liability). All certificates, including renewals are forwarded to: contractspurchasing&,Tigard-oror.gov 14.TERMINATION WITHOUT CAUSE At any time and without cause, City has the right in its sole discretion to terminate this Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this paragraph, City will pay Contractor for services rendered to the date of termination. 15.TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds. 2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if there is an assignment for the benefit of creditors of Contractor. 5 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC Any such termination of this Agreement under paragraph(A)will be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1) If Contractor fails to provide services called for by this Agreement within the time specified, or 2) If Contractor fails to perform any of the other provisions of this Agreement or fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. The rights and remedies of City provided above related to defaults (including breach of contract) by Contractor are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Contractor will be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, provided, that the City may deduct the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract include those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 16. SURVIVAL The terms, conditions, representations, and warranties contained in this Agreement survive the termination or expiration of this Agreement. 17. STATUTORILY REQUIRED PROVISIONS A. Contractor will pay to the Department of Revenue all sums withheld from employees [Required by ORS 316.167]. B. Contractor will pay all contributions or amounts due the Industrial Accident Fund from the contractor or any subcontractor in the performance of this Agreement. [Required by ORS 279B.220(2)] C. As a condition of this Agreement, Contractor will make payment promptly, as due, to all persons supplying labor or materials for the performance of the work provided for in this Agreement. [Required by ORS 279B.220 (1)] D. In accordance with ORS 279B.235, the following are hereby incorporated in full by this reference: 1) Contractor may not employ an individual for more than 10 hours in any one day, or 40 hours in any one week, except as provided by law. For contracts for personal services, as defined in ORS 279A.055, Contractor must pay employees at least time and a half pay for all overtime the employees work in excess of 40 hours in any one 6 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC week,except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. 2) Contractor 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 positing 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. 3) Contractor may not prohibit any of Contractor's employees from discussing the employee's rate of wage,salary,benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee's rate of wage,salary,benefits or other compensation with another employee or another person. 4) Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. [Required by ORS 279B.220 (3)] F. Contractor represents and warrants that Contractor is, to the best of the undersigned's knowledge, not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316, 317,and 318. Contractor's failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Agreement or during the term of this Agreement is a default for which the City may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. [Required by ORS 279B.045] G. Contractor will promptly, as due, make payment to any person, co-partnership, association,or corporation, furnishing medical, surgical,and hospital care or other needed care and attention, incident to sickness or injury, to the employees of Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for services. [Required by ORS 279B.230 (1)] H. If Contractor fails,neglects, or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due,Contractor is liable for the amount of the unpaid overtime wages and in an additional amount equal to the unpaid overtime wages as liquidated damages. [Required by ORS 279B.020 (9)] 18. MISCELLANEOUS PROVISIONS A. Choice of Law, Venue. The provisions of this Agreement are governed by Oregon law. Venue will be the State of Oregon Circuit Court in Washington County or the U.S.District Court for Oregon, Portland. B. Attorney's Fees. In the event an action, suit of proceeding, including appeal, is brought for failure to observe any of the terms of this Agreement,each party is responsible for that 7 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC party's own attorney fees, expenses, costs and disbursements for the action, suit, proceeding, or appeal. C. Business License. Contractor must obtain, prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31" expiration date. New businesses operating in Tigard after June 30t1'of the current year will pay a pro-rated fee through the end of the calendar year. D. Electronic Signatures. City may use Electronic Signatures as defined in the Electronic Signatures in Global and National Commerce Act. Under ORS 84.014. Contractor's consent is not required for this Agreement to be executed using Electronic Signatures. Even if ORS 84.014 is determined to be inapplicable or invalid, Contractor grants such consent. E. Retirement System. Contractor and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. F. Hazardous Materials. Contractor will comply with all federal Occupational Safety and Health Administration (OSHA) requirements and all Oregon safety and health requirements. In accordance with OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided under this Agreement may release, or otherwise result in an exposure to, a hazardous chemical under normal conditions of use (for example, employees of a construction contractor working on-site), it is the responsibility of Contractor to provide the City with the following information: all applicable Safety Data Sheets, the identity of the chemical/s, how Contractor will inform employees about any precautions necessary, an explanation of any labeling system, and the safe work practices to prevent exposure. In addition,Contractor must label,tag,or mark such goods. 19. ACCESS TO RECORDS Contractor shall maintain all records relating to this Agreement for three (3) years after final payment. The City may examine,audit and copy Contractor's books,documents,papers,and records relating to this Agreement at any time during this period upon reasonable notice. Copies of these records must be made available upon request. Payment for the reasonable cost of requested copies will be made by the City. 20.AUDIT RIGHTS The City may conduct financial and performance audits of the billings and services specified in this Agreement at any time in the course of the Agreement and during the three (3) year period established by Section 22 of this Agreement. Audits will be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States Government Accountability Office. If an audit discloses that payments to Contractor exceed the amount to which the Contractor was entitled, the Contractor will repay the amount of the excess to the City. 8 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC 21. FORCE MAJEURE Neither City nor Contractor will be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the Parties so disenabled will, within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification will not be the basis for a claim for additional compensation. Each Party will,however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 22.NON-WAIVER The failure of City to insist upon or enforce strict performance by Contractor of any of the terms of this Agreement or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 23.NON-DISCRIMINATION Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances applicable to the provision of services under this Agreement,including,without limitation: A. Title VI of the Civil Rights Act of 1964; B. Section V of the Rehabilitation Act of 1973; C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008 (Pub L No 101- 336); and D. ORS 659A.142,including all amendments of and regulations and administrative rules,and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 24. MERGER;MODIFICATION This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement will be effective unless and until it is made in writing and signed by both parties. 25. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor will comply with all applicable federal, state and local laws, rules and regulations applicable to the work in this Agreement. 26. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions will 9 1 P a g e Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement and,if negotiations fail,may terminate the Agreement. 27. CONFLICT BETWEEN TERMS Any exhibits, schedules or other attachments referenced in this Agreement are part of this Agreement. In the event of conflict between a provision in the main body of the Agreement and a provision in the exhibits, schedules or other attachments, the provisions in the main body of the Agreement will control. IN WITNESS WHEREOF,City and Contractor have caused this Agreement to be executed by their duly authorized officials. CITY OF TIGARD PROFESSIONAL BUSINESS DEVELOPMENT GROUP(PBDG) ay: ��s aB : FDocuSig-d hAo- cr By: L:.:� o 9104POF6H2 9168... Steve Rymer Kenechi Onyeagusi Name: Name: Title: City Manager Title: Executive Director 5/11/2022 5/10/2022 Date: Date: 10 1 Page Rev. 1 i DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC EXHIBIT A PERSONAL SERVICES AGREEMENT STANDARD INSURANCE REQUIREMENTS 1. COMMERCIAL GENERAL LIABILITY INSURANCE. Contractor will obtain, at Contractor's expense,and keep in effect during the term of this Agreement,comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an"occurrence"form(CG 20101185 or equivalent.This coverage must include Contractual Liability insurance for the indemnity provided under this Agreement. ❑ Not required. COMMERCIAL GENERAL LIABILITY INSURANCE with limits of not less than: ® $1,000,000/$2,000,000 ❑ $2,000,000/$3,000,000 ❑ Other: $ each occurrence/aggregate for Bodily Injury and Property Damage. ❑ADDITIONAL INSURED ENDORSEMENT not required. 2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. Contractor must also obtain, at Contractor's expense, and keep in effect during the term of the Agreement, commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles on an "occurrence" form. ❑ Not required. Driving is not included in the scope of work for this Agreement and the City will not reimburse for any travel expenses. AUTOMOBILE LIABILITY INSURANCE with a combined single limit,or the equivalent of not less than: ® No requirement in excess of that provided for under state law. ❑ $2,000,000 ❑ Other: $ each accident for Bodily Injury and Property Damage. If Contractor uses a personally-owned vehicle for business use under this Agreement,the Contractor will obtain at Contractor's expense,and keep in effect during the term of the Agreement,business automobile liability coverage for all owned vehicles on an "occurrence" form with a combined single limit, or the equivalent of not less than: ❑ No requirement in excess of that provided for under state law. ® $2,000,000 ❑ Other: $ each accident for Bodily Injury and Property Damage. ❑ ADDITIONAL INSURED ENDORSEMENT not required. 111 Page 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC 3. PROFESSIONAL LIABILITY INSURANCE ® Not required. PROFESSIONAL LIABILITY INSURANCE with a combined single limit, or the equivalent, of not less than: ❑ $1,000,000/$3,000,000 ❑ $2,000,000/$4,000,000 ❑ Other: $ each occurrence/aggregate to cover damages caused by error,omission or negligent acts related to the professional services to be provided under this Agreement. ®ADDITIONAL INSURED ENDORSEMENT not required. 4. OTHER COVERAGE REQUIRED ❑ EMPLOYEE DISHONESTY AND MONEY AND SECURITIES INSURANCE with a limit of not less than $ to cover Theft, Disappearance and Destruction of cash or negotiable securities in the care,custody or control of the contractor for City or on behalf of City clients. ❑ CYBER LIABILITY INSURANCE with limits of not less than$ to cover first party data breach forensic examination/investigation expenses,liability for claims or losses that result from breach of security or protected data,losses for first party damage to networks or other digital assets,losses for first-party business interruption, costs of regulatory investigations, and regulatory fines and/or penalties including but not limited to PCI-DSS fines,penalties and assessment. ❑ PHYSICAL ABUSE AND MOLESTATION INSURANCE with limits of not less than $ to cover actual or threatened physical abuse,mental injury,sexual molestation,or negligent employment, supervision,investigation,reporting to proper authorities or retention of any person for whom the Contractor is responsible for, including but not limited to Contractor and Contractor's employees and volunteers. Coverage can be provided by a separate policy or as an endorsement to the general or professional liability policies. ❑ OTHER(describe coverage and limits): 12 1 Page Rev. 11 / 21 DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC EXHIBIT B PBDG Tigard Mentor Project: Scope DRAFT 2 (April 5, 2022) PBDG Introduction PBDG will provide business support for Tigard-based marginalized communities entering the construction trade which at present is inequitable and non-inclusive,affecting disproportionately the economic wellbeing of People of Color (POC) and women owned businesses. PBDG will accomplish this through robust resources, comprehensive and individualized services, and support from value aligned networks, collaborations,and partnerships within the construction trade. Program Overview Task 1: Business Mentoring and Network Building Building the capacity of Tigard based businesses/entrepreneurs begins with a foundation of support. People who are new to business or from historically under-served populations may lack the support system enjoyed by others. Building an inclusive support system sets a foundation for business success. PBDG will support new business development in Tigard through a series of mentoring activities that introduce minority and women owned Tigard based construction/goods and services/professional businesses to best practices in business development as well as City of Tigard staff and city contractors.The City of Tigard's economic development, procurement, facilities, construction/engineering teams, and prime contractors are key partners in this meet and greet series. Hosting Tigard-based meet&greets in a facilitated,intentional and no pressure environment- not tied to specific contracting opportunities—is one way to mentor and support the development of local Tigard-based businesses in construction and the trades. This work also creates a pipeline for further business support, training, and business growth. PBDG hosted mentoring events in Tigard will: • Introduce local business owners to city project managers. • Introduce new businesses to city contracting processes. • Provide information on up-coming city construction and on-call projects. • Provide information on business support programs. • Provide information on future contracting opportunities in the city. PBDG will invite relevant Tigard based businesses/entrepreneurs to a four-meeting series, coordinate marketing and registration, and host these meetings in Tigard. PBDG will bring in guest speakers to provide mini-presentations to new businesses on relevant topics including"How to Network for Success" `How to develop a 30-second elevator pitch," "How to navigate public sector contracting". The target participation for this event series is 12-15 Tigard based businesses/entrepreneurs at each event. The goal is to have one third of participants move in to receive additional business support from PBDG. DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC Mentoring Program Prognosed Timeline Final timeline and topics will be determined in consultation between PBDG and City of Tigard economic development team upon completion of contracting. Marketing Month—June July 2022 Meet& Greet #1 Topic - How to Network/Elevator Pitch City Participation: Ec Dev+ Engineering Team + Prime Contractors? Marketing Month—July August 2022 Meet& Greet#2 Topic—Learn from Experience Foundational Five City Participation: Ec Dev Marketing Month—August September 2022 Meet& Greet #3 Topic—Public Contracting Process City Participation: Ec Dev+ City Contracting Team Marketing Month—September October 2022 Meet& Greet#4 Topic—Partners &Projects City Participation: Lloyd + Engineering Team + Prime Contractors? Program Marketing for Mentoring Series New business support programs require extra support and effort to introduce to a new community. Marketing this program will be the primary responsibility of PBDG and will directly impact the number of businesses owners who participate. City of Tigard will share the current business license registry for PBDG's use in contacting firms and entrepreneurs who may benefit from PBDG programs. PBDG will market and communicate meet- and-greet mentoring activities and business support programs to Tigard based businesses and residents in the following ways: • Create mentoring marketing material (PBDG responsibility) • Promote on PBDG social media (PBDG responsibility) • Referral through PBDG network (PBDG responsibility) • Contact through business license (PBDG responsibility) • Program press release (jointly) • Tigard Times advertisement (PBDG responsibility) • Business Update e-newsletter (via City) • Talking Tigard Podcast (at City invitation) • Mailer (via City with PBDG provided program info) Task 2: Via Business Counselor DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC PBDG's business counselor will enroll interested minority and women construction businesses and entrepreneur as PBDG clients where they will be eligible to receive the services outlined on the list below. Other businesses will be referred to other programs and PBDG partners. PBDG will leverage funds from other partners to provide the following services to Tigard based businesses. Tigard based mentoring events create a recruitment pipeline for more substantive business support and training. Tigard business participation in training programs and impacts of leveraged funds will be reported to the City of Tigard. PBDG Provided Business Support and Training • One-on-one business advising • Business readiness, planning, and assessments • Construction education • COBID certification and government contracting support • Advanced support in the following areas: estimating,bidding,bonding, accounting, operations, and mentorship • Networking&business development opportunities The target participation for this event series is 5 to 7 Tigard based businesses/entrepreneurs referred into and completing PBDG provided training/workshops. Task 3: PBDG Tigard Project Quarterly Reports. Provided to City's Economic Development Manager at the end of each quarter. Detail will be provided on the activities and services conducted, business participation, and progress made under the program for the three months prior (for example,how many Tigard entrepreneurs have been helped and in what way). Task 4: Final Progress Report. To be provided to City's Economic Development Manager no later than March 31,2023 and shall contain both a total summary of services provided during the entire term of the agreement, and a detailed breakdown of services . Program Impact • Number of businesses invited to meet-and-greet mentoring series. • Number of businesses that participate in meet-and-greet mentoring series. • Number of businesses that receive 1:1 business advising services. • Number of firms that participate in PBDG's business education programs. • Number of participants from Tigard who participate in a program impact survey. o Example: On as scale of 1 to 10, rate your understanding of opportunities within the City of Tigard after participating in the series. o Example:What PBDG business support program did you find most beneficial? The following business support program participant demographic data will be collected for Tigard participants: DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC • Race and/or Ethnicity • Gender • Disability • Veteran Status • Preferred Language • Business/Resident Name • Business/Resident Address • Business Size (employees and revenue) Program Costs The following PBDG activities are eligible program expenses: Task 1: Business Mentoring and Networking • Program marketing and communications • Four mentoring events Task 2: One on one advising with a PBDG Business Counselor Task 3: Program management and interim reports Task 4: Final impact report Project cost not to exceed$13,000. PBDG may invoice for expenses incurred after the second mentoring event and after the close of the project (Task 4). Project completion date on or about March 31,2023. DocuSign Envelope ID: F2126249-1323-4D4B-8373-752F7E65B2AC EXHIBIT C CONTRACTOR COVID-19 VACCINATION ATTESTATION City of Tigard Personnel Policy 80.0 COVID-19 Vaccination Requirement requires contractors must be full vaccinated for the COVID-19 virus or have a documented medical or religious exemption if the contractor personnel will (a) physically interact with Tigard staff or members of the public on behalf of the City in the course of performing work under the contract or (b) provide goods or perform services on-site at City buildings. If you are unsure whether the vaccination requirement applies to you, please contact your Tigard contract administrator/project manager to discuss further. By signing this form, I certify and attest to the following: ® I am authorized to sign this certification on behalf of contractor and am authorized to legally bind contractor. ® Contractor will not allow any unvaccinated employees,workers, or agents of the organization to perform any services or provide goods pursuant to this City of Tigard contract where such work includes (a) physically interacting with Tigard staff or members of the public on behalf of the City in the course of performing work under this contract or (b) provide goods or perform services on-site at City buildings. ® Contractor will ensure that any employees,workers, or agents of the organization engaged in work pursuant to this contract will adhere to any and all of the City's health and safety guidelines for the location where the work is performed, including wearing face coverings, distancing from others,and isolating or quarantining if exposed to or contracting COVID-19. ® Contractor understands and agrees that failure to comply with these requirements,which are hereby incorporated by reference as part of the terms and conditions in the Agreement, may result in the termination of contract for default. Kenechi Onyeagusi Print Name 5/10/2022 Date LD..Si".d by: L Int{u l �mal naagacsivmcnen Signature 14 Page Rev. 11 / 21