Energy Trust Of Oregon ~ 32400046 ~ Tigard FEMA Resiliency Initiative
CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM
Contract Overview
Contract/Amendment Number: 32400046
Contract Start Date: 12/21/2023 Contract End Date: 2/29/2024
Contract Title: Tigard FEMA Resiliency Initiative
Contractor Name: Energy Trust of Oregon
Contract Manager: Gary Pagenstecher
Department: CD
Contract Costs
Original Contract Amount: $29,280.00
Total All Previous Amendments: n/a
Total of this Amendment: n/a
Total Contract Amount: $29,280.00
Procurement Authority
Contract Type: Revenue agreement
Procurement Type: n/a
Solicitation Number: n/a
LCRB Date: n/a
Account String: Fund-Division-Account Work Order – Activity Type Amount
FY 24 1000000-48000 $29,280
FY
FY
FY
FY
Contracts & Purchasing Approval
Purchasing Signature:
Comments: Receiving payment from Energy Trust. Originally signed draft by mistake which is why final
version is executed after completion.
DocuSign Routing
Route for Signature Name Email Address
Contractor Michael Colgrove Sent by Energy Trust
City of Tigard Kenny Asher Kennya@tigard-or.gov
Final Distribution
Contractor Jeni Hall Jeni.Hall@energytrust.org
Project Manager Gary Pagenstecher garyp@tigard-or.gov
Project Manager
Buyer Rosie McGown Rosie.mcgown@tigard-or.gov
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Independent Contractor Agreement
Contract #3844
This Independent Contractor Agreement ("Agreement") is by and between Energy Trust of Oregon, Inc.
("Energy Trust") and the Contractor identified in Section A below ("Contractor") effective as of December
21, 2023. In consideration of the mutual promises stated in this Agreement, Energy Trust and Contractor
agree as follows:
Section A: Contractor Information
Contractor (Legal Name as
Shown on Tax Return)
City of Tigard,
c/o Gary Pagenstecher, Project Manager
Address 13125 SW Hall Blvd City Tigard State OR Zip 97116
Phone 503.956.9430 Email: garyp@tigard-or.gov
Section B: Engagement of Services
Contractor (“Contractor” or “City of Tigard”) is hereby engaged by Energy Trust as an independent
contractor to provide the consulting services as set forth in the attached Exhibit A: Statement of Work
(collectively the "Services"). Contractor will provide its own equipment, supplies, and materials as needed
at its own expense. The specific time and place that Contractor chooses to prov ide the Services are in
Contractor's sole discretion and control. Contractor will use all reasonable efforts to complete requested
Services in a timely manner in accordance with the timeframes provided by Energy Trust.
Section C: Term and Termination
This Agreement shall be effective from December 21, 2023, through February 29, 2024, unless
terminated earlier in accordance with this Section B. Either party may terminate this Agreement for any
reason upon ten (10) business days’ advance written notice to the other. Notice of termination shall not
affect Contractor's right to be otherwise paid for Services rendered prior to termination.
Section D: Compensation and Invoicing
Firm Fixed Price: Contractor will be paid a firm fixed price amount Contractor will be paid to perform
the defined set of Services (see Exhibit A) for a fixed amount of money, regardless of actual labor hours
or expenses payable as follows as set forth below.
Contractor's fixed price amount of $29, 280 shall only be payable upon execution of this Agreement.
Invoicing shall be submitted not later than the 10th day of the next calendar month following execution of
this Agreement, Contractor will send invoice to: accountspayable@energytrust.org. The invoice must
include a reference to the Contract Number of this Agreement. Failure to deliver required conditions for
payment may result in delay or withholding of payment.
Section E: Additional Terms and Conditions
1. Relationship of the Parties: Contractor is an independent contractor, and this Agreement is not
intended to form a partnership or joint venture between the parties. Contractor and any person or entity
performing services on Contractor's behalf, including but not limited to Contractor's employees, agents,
affiliates, subsidiaries, and subcontractors (collectively "Contractor's Personnel") are and will be either
independent contractors of Contractor or Contractor's employees, and are not employees or agents of
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Energy Trust. Neither Contractor nor any of Contractor's Personnel are entitled to participate in any
benefit program provided by Energy Trust to its employees, including without limitation any social
security, unemployment insurance or workers' compensation benefits. Contractor is solely responsible for
payment of compensation to its Contractor's Personnel and will withhold and timely pay to appropriate
authorities all taxes, contributions, and assessments imposed or required under all laws with respect to
payments made to Contractor's Personnel. Contractor certifies that (a) it is free from direction and control
in connection with the performance of the Services, both under this Agreement and in fact; (b) the
Services are outside the usual course of business of Energy Trust; and (c) Contractor is customarily
engaged in an independently established trade, occupation, profession or business of the same nature
as that involved in providing the Services.
2. Access to Records: Contractor shall maintain books, records, documents, and other evidence and
accounting procedures and practices sufficient to reflect properly all costs of whatever nature claimed to
have been incurred and anticipated to be incurred in the performance of the Agreement. Energy Trust
and its duly authorized representatives shall have access to the books, documents, papers, and records
of Contractor which are directly pertinent to the Agreement for the purpose of making audit, examination,
excerpts, and transcripts. Such books and records shall be maintained by Contractor for three years from
the date of the completion of work unless a shorter time period is authorized by Energy Trust's Chief
Financial Officer in writing. Contractor is responsible for any audit discrepancies involving deviation from
the terms of Agreement and for any commitments or expenditures in excess of amounts authorized by
Energy Trust.
3. Confidentiality: Contractor will keep confidential and will not use, except as necessary to perform
the services under this Agreement, or disclose to any other person or entity any nonpublic information
received by Contractor concerning Energy Trust or its business, including but not limited to any program
participant information. Contractor agrees to exercise the highest degree of care in safeguarding the
confidential information of Energy Trust against loss, theft, or other inadvertent disclosure. If Contractor
learns that a security breach involving Energy Trust’s confidential information may have occurred, then
Contractor shall immediately provide notice to Energy Trust’s chief counsel (legal@energytrust.org), in
no case later than within 24 hours of learning of the possible security breach, and shall consult with
Energy Trust regarding appropriate next steps. The parties acknowledge that a breach by Contractor of
this Section E.3 of this Agreement will cause irreparable harm to Energy Trust and Energy Trust will be
entitled to specific performance, including immediate issuance of a temporary restraining order or
preliminary injunction enforcing this Agreement, and to a judgment for damages caused by Contractor's
breach, and to any other remedies provided by applicable law. This provision shall survive the
termination of this Agreement.
4. Compliance with Applicable Law: Contractor represents and warrants to Energy Trust that
Contractor (i) is duly authorized to do business in the state of Oregon, and holds and will maintain all
licenses, registrations or other certifications required to perform the work under this Agreement as an
independent contractor, (ii) will comply with all applic able federal, state and local laws, orders, and
regulations/ordinances, and (iii) will perform the work in a professional manner.
5. Governing Law: This Agreement will be governed by and construed in accordance with the laws of
the state of Oregon, without regard to any conflicts of laws rules thereof.
6. Indemnity, Responsibility for Damages: Subject to limitations under Oregon’s Tort Claims Act,
Contractor shall be responsible for all damage to property, injury to persons, or loss, expense,
inconvenience, or delay which may be caused by, or result from, the conduct of work, or from any act,
omission, or neglect of Contractor or Contractor's Personnel. Contractor shall save, defend, indemnify,
and hold harmless the Energy Trust and its officers, directors, employees and agents from all claims,
suits, and actions of any nature resulting from or arising out of the acts or omissions of Contractor or
Contractor's Personnel. This provision shall survive the termination of this Agreement.
7. Intellectual Property: Energy Trust and Contractor shall each retain ownership of, and all right, title
and interest in and to, their respective, pre-existing Intellectual Property ("Pre-Existing Intellectual
Property"), and no license therein is granted on an implied basis as a result of the Services performed
hereunder. To the extent the parties wish to grant to the other rights or interests in Pre-Existing
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Intellectual Property, those rights and interests will be expressly granted, either in this Agreement or in
one or more separate license agreements on mutually acceptable terms.
8. Waiver: The failure or refusal of either party to enjoin any breach or violation of any provision of this
Agreement will not be a waiver of, consent to, or excuse for any other, different or subsequent breach or
violation.
9. Signatures: Documents transmitted with faxed, scanned or digital signature shall be deemed to be
original signatures. At the request of Energy Trust, Contractor shall confirm signature by providing an
original document.
10. Conflict of Interest: Contractor shall disclose any situation in which Contractor has or may be
reasonably construed to have a direct or indirect personal or financial interest in any business affairs of
Energy Trust, whether because of a proposed contract or transaction to wh ich the Energy Trust may be a
party or which is under consideration by Energy Trust, because such conflict is purely conceptual, or
because of similarity of business interests or affairs.
11. Integration and Amendment: This Agreement supersedes all other agreements between the
parties regarding the Services provided for by this Agreement and contains their entire understanding as
to the subject matter of this Agreement. This Agreement may not be amended or modified except by a
written instrument duly executed by authorized representatives of the parties. This Agreement will not be
varied, supplemented, qualified or interpreted by any prior course of dealing between the parties or by
any usage of trade. Contractor agrees that should there be any conflict between the terms of this
Agreement and any terms set forth in the Description of Services above or in the terms of any invoice or
purchase order provided by Contractor, the terms of this Agreement shall govern.
12. Severability: If any one or more of the provisions of this Agreement are finally adjudicated to be
partially or entirely unenforceable by a court of competent jurisdiction, then this Agreement shall be
construed as if such unlawful provision had not been contained herein, and the remainder of the
Agreement shall remain in full force and effect.
13. Other Agreements of Contractor: Contractor represents and warrants that this Agreement does
not violate any agreement with any other person or entity.
14. Authority: Each of the individuals signing this Agreement represents and warrants that he or she
has been properly authorized by the party for whom the individual is signing this Agreement to enter into
this Agreement.
15. Exhibits: The Exhibits referenced in this Agreement are a part of this Agreement as if fully set forth
herein. In the event of any inconsistency between this Agreement and the Exhibits, this Agreement shall
control.
16. Repayment Obligation: In the event Contractor fails to complete the Services or any portion of the
Services, Energy Trust may, in its sole discretion, request repayment of all or proportional part of the
fixed fee payment paid following execution of this Agreement. Upon such request, Contractor will
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complete the Services, or any portion of the Services identified by Energy Trust as incomplete, within five
(5) business days. If Contractor does not complete the incomplete Services within that time, Contractor
will repay the fixed fee payment made pursuant to Section D above not later than 30 days following the
receipt of Energy Trust’s original request for repayment.
Section E: Signatures
Executed by the parties:
ENERGY TRUST:
Energy Trust of Oregon, Inc.
CONTRACTOR:
City of Tigard
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 4221012E-B5CA-4AD5-906C-B818B4081953
1/23/2024
Executive Director
Michael Colgrove
DocuSign Envelope ID: 7080B0B6-0E71-45EF-92A3-42352A82D65DDocuSign Envelope ID: 919C4F95-D581-45D4-BD40-3AF5069796FB
Community Development Director
5/6/2024
Kenny Asher
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EXHIBIT A: STATEMENT OF WORK
City of Tigard FEMA Resiliency Initiative Coordination with Energy Trust
Contractor (also referred to as City of Tigard) has received a FEMA Building Resilient
Infrastructure and Communities (BRIC) program grant to develop the City of Tigard Resiliency
Initiative. Energy Trust is supporting Contractor’s work in order to gain deeper understanding
and experience in working with Oregon communities on the development of energy resilience
projects. Therefore, Energy Trust and the City of Tigard have agreed to share information as
follows:
City of Tigard staff will,
1. Provide copies of all documentation, presentation and reports generated for the City of
Tigard's Resiliency Initiative as a result of the FEMA Building Resilient Infrastructure and
Communities (BRIC) Grant.
2. Develop a presentation that outlines the City of Tigard Resilience Initiative from its
original concept through the FEMA BRIC Grant process and describes the next steps
the City is interested in pursuing and provide a PowerPoint and speakers notes to
Energy Trust not later than January 31, 2024.
3. Take part in an interview with Energy Trust staff not later than February 16, 2024 to
share insights based on their experience with the FEMA BRIC grant on this project.
Payment Schedule
Contractor will invoice as follows for services delivered or expenses incurred up to a maximum
not-to-exceed amount of $29,280
Contractor will invoice for $6,000 upon contract signing
Contractor will invoice for $13,000 upon completion of Deliverable #1
Contractor will invoice for $10,280 upon completion of all contract deliverables.
DocuSign Envelope ID: 4221012E-B5CA-4AD5-906C-B818B4081953DocuSign Envelope ID: 7080B0B6-0E71-45EF-92A3-42352A82D65DDocuSign Envelope ID: 919C4F95-D581-45D4-BD40-3AF5069796FB