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Decisions Decisions ~ C110007 Contract#-01 ag tl CITY OF'TIGARD,OREGON PERSONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this /^5 'h day of November, 2010, by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Decisions Decisions, hereinafter called Contractor. RECITALS City has need for the services of a company with a particular training, ability, knowledge, and experience possessed by Contractor, and City has determined that Contractor is qualified and capable of performing the professional services as City does hereinafter require,under:hose terms and conditions set forth: Therefore, the parties agree as follows: SCOPE OF WORK Contractor shall initiate services upon receipt of City's notice to proceed together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A — Scope of Work and by this reference made a part hereof. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise terminated or extended, on June 30, 2011. All work under this Agreement shall be completed prior to the expiration of this Agreement. COMPENSATION City agrees to pay Contractor an amount not to exceed Nine Thousand Five Hundred and no/100 Dollars ($9,500.00) annually for performance of those services described in this Agreement. Payment will be made based on Contractor's invoice, subject to the approval of the City, and not more frequently than monthly. Payment shall be payable within thirty (30) days from the date of the Contractor's invoice. CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transml notices, bills, payments, and other information: Page 1 of 6 Contract# 846fi .............2, A - 41, ""d 0" T 'I. .... -Attn: Loreen Mills,Asst. to the City Manager Attn: Joe Hertzberg 13125 SW Hall Blvd. 1001 SE Water Ave., Suite 360, Tigard, Oregon 97223 Portland, OR 97214 Phone: (503) 718-2417 Phone: 503-249-0000 - Fax: (503) 639-9795 Fax: 503-249-0054 Email Address: loreen@tigard-or.gov Email Address: joegdecision2.com CONTRACTOR As INDEPENDENT CONTRACTOR Contractor acknowledges that for all purposes related to this Agreement, Contractor is and shall be deemed to be an *independent contractor as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be 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 shall be 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. Contractor acknowledges that for all purposes related to this Agreement,Contractor is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor warrants that all its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of a contractor's work by City shall not operate as a waiver or release. Contractor and City agree to indemnify and defend the other, and the other's officers, agents and employees 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 and (at both trial and appeal level,whether or not a trial or appeal ever takes place) incurred by the party being indemnified resulting from the indemnifying party's acts (or failure to act when action is appropriate) that may be asserted by any person or entity which in any way arise from or relate to this Agreement or the performance of obligations under this agreement, except liability arising out of the sole negligence of the party being indemnified. The indemnification by Contractor of the City shall also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. INSURANCE Contractor shall maintain 'insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover'all risks arising directly or indirectly out of Contractor's activities or work hereunder. The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and coverages: Page 2 of 6 Contract# a. Commercial General Liability Insurance Contractor shall obtain, at contractor's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $ 2,000,000 Products-Completed Operations Aggregate 1,000,000 Personal&Advertising Injury 1,000,000 Each Occurrence .x;986;664- o�r°oa Fire Damage(any one fire) 50,000 Medical Expense (any one person) 5,000 b: Business Automobile Liability Insurance Contractor shall provide City a certificate indicating that Contractor has business automobile liability coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than $2,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty(30)days in advance of cancellation. c. Workers' Compensation Insurance The Contractor and all employers providing work, labor or materials under this Contract that are either subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers or employers that are exempt under ORS 656.126. Contractors who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. d. Insurance Carrier RatinLy Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. Page 3 of 6 Contract# e. Certificates of Insurance or Copies of Auto Insurance Coverage As evidence of the insurance coverage required by the contract, the Contractor shall furnish a Certificate of Insurance or-copies of their auto insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The procuring of such required insurance shall not be construed to limit contractor's liability hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. TERMINATION The parties agree that any decision by either party to terminate this Agreement before either before the work is completed or the 30`'' day of June, 2011 shall be accompanied by thirty (30) days written notice to the other party prior to the date termination would take effect. There shall be no penalty for early termination. If City terminates the contract pursuant to this paragraph, it shall pay Contractor for services rendered prorated to the date of termination. AGREEMENT MODIFICATIONS Modifications to this Agreement are valid only if made in writing and signed by all parties. OWNERSHIP OF WORK PRODUCT All existing materials and modified materials are and shall remain the exclusive property of the Contractor. All new materials not assigned by the City to the Contractor shall become the property of the City. The Contractor retains the right to use the materials so long as they do not violate the confidentiality of the City. GOVERNING LAw Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on non- discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or disabil tv. The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 to be included in a contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, Contractor must make payment promptly as due to persons supplying Contractor labor or materials for the execution of the work provided by this order. Contractor must pay all contributions or amounts due from Contractor to the Indust i d Accident Fund incurred.in the performance of this order. Contractor shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Contractor fin-ther agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. COMPLETE AGREEMENT This Agreement and attached exhibit constitutes the entire Agreement between the parties. No waiver, consent,modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific put- ose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Contractor, by the signature of its authorized representative, hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. Page 4 of 6 Contract# IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Contractor has executed this Agreement on the date hereinabove first written. CITY OF TIGARD DECISIONS D ISIO By: Lo een Mills,Asst. to the City Manager By: e tzberg LIT//0 Date Date Page 5 of 6 Contract# Exhibit A Scope of Work • Team building services for the City Council o Interview City Manager, individual councilors and successful candidates after November 2, 2010 to determine the most important matters to address — 5 members of Council include one mayor and four councilors and one successful council candidate. o Facilitate offsite workshops for City Council and the City Manager (anticipate two during this contract period—December 7, 2010 and about March 2011) o Work with City Manager,Mayor and Councilors to follow-up as appropriate o Consultant shall bill at an hourly rate of$225 per hour. • Team building/coaching services for City staff o Provide team building, coaching and supportive services for managers and staff. o Consultant shall bill at an hourly rate of$225 per hour. Page 6 of 6 n Fir ' � CITY OF TIGARD CONTRACT SUMMARY FORM THIS MUST ACCOMPANY EACH CONTRACT BEFORE A UTHORIZA TION SIGNATURE CAN BE ACQUIRED Title of Contract: Team Building/Coaching Services Contract #: Contractor: Decisions Decisions Total: $9,500 Brief Overview: Provide team building services for City Council and team building/coaching services for City staff. Changes Made To Ownership of records was modified as it was last time with this contractor. Boilerplate Contract: Wd pa,.ges rtc c<.�`c•a� -Type of Contract: ❑ Purchase Agreement Personal Service ❑ Construction ❑ Other Start Date: 11/15/10 1 End Date: 6/30/10 LCRB Award Date: N/A Contract Mana er: Loreen Mills Extension: 2417 De 'artrnent: 1200 Quotes/Bids/Proposals: COMPANY AMOUNT/SCORE �Ilo Department Comments: De artment Si nature Date: .l If lict lie, Purchasing Comments: a.o el Litb uill wt-, 46 a-M. Purchasing Signatu Date: 11 2 12--c IQ Administration: Date: Certificate of InsuWnce Received? 5iYes ❑ No ❑ Self-Insured(Form Received) Business Tax Current? ❑ Yes ❑ No NIA Contractor License Current? ❑ Yes ❑ No Federal TIN/1099 #: Bonds Re wired: ❑ Yes ,&No Accounting String: Fund Division Account Total CyC1.NG1 5 ep rt I Oo �c O S14c�,O er-S S 1i94311 # S'C0n Decisions Decisions Payments 2010-2011 SupportStaff SupportStaff Team. Contract . . . Invoice Date Invoice # Building/Coaching Remaining Payments Contract Remainin N/A N/A $ $ 5,000.00 $ - • $. 4,500.00 12/9/2010 670 $ - $ 3,262.50 $ 1,237.50 1/7/2011 686 $ - $ 2,687.50 $ (1,450.00) 6/28/2011 834 $ 1,462.50 $ 3,537.50 Total spent to date $ 1,462.50 $ 5,950.00 Total amount left on contract 6/28/11 $ 2,087.50 Contract valid throueh 6/30/11 Acct# Staff Support $ 5,000 xxx-xxxx-54311 or 5001 Council Support $ 4,500 100-0500-5001 loreenIl:�RiskjContractslCouncil Team Building Services2010-11 Payment Tracking 10-11.xlsx l� 0- c A coo COcxz� v� _54/001 DECISIONS DECISIONS 1001 SE Water Ave, Ste 360 Portland, OR 97214 503-249-0000 Bill To: Invoice City of Tigard 13125 SW Hall Blvd 834 Tigard, OR 97223 Attn: Sandy Zodrow, HR Director 6/28/2011 Description Hours Amount May and June hours for Arty Trost, Coaching and Consulting Services May 26: Meetings with an 1.5 337.50 June 1: Telephone call with Sandy Zodrow and Sherrie Burbank 1 225.00 June 9: Meeting withI an 1 225.00 June 10:Meeting with Toby LaFrance,Debbie Smith-Wager, and Joe 2 450.00 Barrett June 12: Telephone calls with Toby LaFrance and Sandy Zodrow 1 225.00 Total $1,462.50 TIN 26-1878955 Due and payable upon receipt Y � l ® DATE(MMIDC A CERTIFICATE OF LIABILITY INSURANCE 11/16/2010 010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Sofia Janjgava PRODUCER NAME: FAX - PHONE (503)227-0491 AIC No:(503)227-0927 Gales Creek Insurance Services Inc. A/A�No,_EXt); 800 NW 6th Ave. , Suite 335 AODRESS:sofia@galescreek.com PRODUCER 00004101 Portland, OR 97209 CUSTOMERID1. INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:Hartford Casualty ins. Company Smiley Joe, LLC INSURER B: dba Decisions Decisions INSURER C: 1001 SE Water Street INSURER D: Suite 360 INSURER E: Portland OR 97214 INSURER F: COVERAGES CERTIFICATE NUMBER:2010-2011 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUC ED BY PAID CLAIMS. ADOL SUBR POLICY EFF POLICY EXP LIMITS INSR TYpE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DDIYYYY LTR GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 300,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ A ,.CLAIMS-MADE ❑X OCCUR X 52 SBA W4223 9/1/2010 9/1/2011 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 PRODUCTS-COMP/OPAGG $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER', PRO- X POLICY T LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) ' ANY AUTO BODILY INJURY(Perperson) $ 52 SBA W4223 9/1/2010 9/1/2011 A ALL OWNED AUTOS X BODILY INJURY(Per accident) $ PROPERTY DAMAGE _I SCHEDULEDAUTOS (per accident) $ X HIRED AUTOS X NON-OWNED AUTOS Medical payments $ 1 UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB _ CLAIMS-MADE AGGREGATE $ J DEDUCTIBLE $ Ir RETENTION $ $ WORKERS COMPENSATION X 'CS OTH- A T9S LLIMLT _EES. AND EMPLOYERS'LIABILITY E.L.EACH ACCIDENT l$ 500'_Q00 ANY PROPRIETOR/PARTNER/EXECUTIVE Ya NIA OFFICER/MEMBER EXCLUDED? 52 WEC RL5868 3/16/2011 3/16/2012 EL DISEASE-EA MPLOYE $ 500,000 (Mandatory in NH) If yes,desrnbe under E.L. ISEASE-POLICY LIMIT $ 500 000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) The City of Tigard, its officers, agents, and employees are included as Additional Insureds with respect to the operations of the Named Insured. CERTIFICATE HOLDER CANCELLATION (503)639-6795 loreen@tigard—or.gov SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Tigard ATTN: Loreen Mills AUTHO RIZED REPRESENTAnVE 13125 'SW Hall Blvd Tigard, OR 97223 Sofia Janjgava/SOFIA ACORD 25(2009/09) ©1988-2009 ACORD CORPORATION. All rights reserved. INS025(200909) The ACORD name and logo are registered marks of ACORD Best's'Credit Rating Center - Company Information for Hartford Casualty Insurance Com... Page 1 of 2 Datings & Analysis Center Regional Centers:Asia Pacific I Canada I Europe,Middle East and Africa Home I About Us I Contact Us I Sitemap .: P ntthispage += Ratings&'Analysis Hartford Casualty Insurance Company OR For ratings and productaxess n Home (a member of Hartford Insurance Group) --- I »Best's Credit Ratings+ A.M.Best#:002229 NAIC#:29424 FEIN#:060294398Assigned b Finan¢ial$bsnn�+It _ Login_Si n-u__ »Financial Strength Ratings companies tGEST »Issuer Credit Ratings I that have,inA"w6ellont »Debt Ratings our opinbn, Find a Bests Credit Rating Parent Stock Ticker New York Stock Exchange NYE I an excellent abilt to meet their __e""Co --1 a"'�'"' ............i »Advanced SearUt y Enter a Company Name »About Bests Credit Ratings+ Address:One Hartford Plaza ongoing insurance obligations. »Gel a Credit Rating+ Hartford,CT 06155-0001 »Advanced Search »Best's Special Reports UNITED STATES »Add Bests Credit Ratings Seach �........ __ _ To Your Site Phone:860.547-5000 � ^'�'"� »BestMark for Segue-Rated Fax 860"547-6343 f Insurers Web www.thehartfoid.com `_- Na »Contact an Analyst »Awards and Recognitions Best's Ratings View RatingDeJininons News&Research Financial Strength Ratings View Definitions Issuer Credit Ratings View Definitions Select one.. r Products&Services Rating A(Excellent) Long-Term:a+ (Excellent) Industry Information Affiliation Code.p(Pooled) Outlook:Stable Corporate - Financial Size Category XV($2 Billion or Action Affirmed Support&Resources 3 greater) Date April 12,2011 Conferences and Events Outlook Stable Action:Affirmed Effective Date April 12,2011 Denotes Under Review Best's Ratings Office: AM Best Company Senior Financial Analyst: Sharon Pereira Assistant Vice President: Michael J.Lagomarsino,CFA Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M.Best Group. AMB Credit Report-Insurance Professional-includes Best's Financial Strength "` Rating and rationale along with comprehensive analytical commentary,detailed " business overview and key financial data. Report Revision Date:04/12/2011 (represents the latest significant change) Historical Reports are available in AMB Credit Report-Insurance Professional Archive, Best's Executive Summary Reports(Financial Overview)-available in three versions,these presentation style reports feature balance sheet,income statement, key financial performance tests including profitability,liquidity and reserve analysis. Data Status:2011 Best's Statement File-P/C,US.Contains data compiled as of 4/28/2011(Quality Cross Checked). • Single Company-five years of financial data specifically on this company. • Comparison-side-by-side financial analysis of this company with a peer group of up to five other companies you select • Composite-evaluate this company's financials against a peer group composite.Report displays both the average and total composite of your selected peer group. AMB Credit Report-Business Professional-provides three years of key financial data presented with colorful charts and tables.Each report also features the latest Best's Ratings,Rating Rationale and an excerpt from our Business Review commentary. Data Status:Contains data compiled as of 4/28/2011 (Quality Cross Checked). i- Best's Key Rating Guide Presentation Report-includes Best's Financial Strength Rating and financial data as provided in Best's Key Rating Guide products Data Status:2009 Financial Data(Quality Cross Checked) Financial and Analytical Products Best's Key Rating Guide-P/C US&Canada Best's Statement File-P/C US Best's Statement File-Global Best's Insurance Reports-P/C US&Canada Best's State Line-P/C.US Best's Insurance Expense Exhibit(IEE)-P/C US Best's Schedule F(Reinsurance)-P/C US Best's Schedule D(Municipal Bonds)-US http://www3.ambest.com/ratings/FullProfile.asp?B1=0&AMBNum=2229&A1tSrc=1&Alt... 4/28/2011 _G l'l3 1 1 �Gt.�tG.t l.A.)�Y e DECISIONS DECISIONS 1001 SE Water Ave, Ste 360 , Portland, OR 97214 503-249-0000 Bi"To: Invoice City of Tigard 13125 SW Hall Blvd 686 Tigard,OR 97223 attn: Loreen Mills 1/7/2011 Description Hours Amount Hours for Joe Hertzberg December 2010 Council Team Building December 2010 7.5 1,687.50 December 19: .5 hours December 23: .5 hours December 24: .5 hours December 30: 6 hours,Goal Setting Session Total $1,687.50 TIN 26-1878955 Due and payable upon receipt ( a 1 1.3�j6 cC DECISIONS DECISIONS 1001 SE Water Ave, Ste 360 Portland, OR 97214 503-249-0000 Bill To: Invoice City of Tigard 13125 SW Hall Blvd 670 Tigard, OR 97223 attn:Loreen Mills 12/9/2010 Description Hours Amount Council Team Building 14.5 3,262.50 November 24:2.5 hrs, Marland Henderson November 29:3.5 hrs, Gretchen Buehner November 30: 1.5 hrs December 6: 1.5 hrs December 7: 5.5 hrs, Tigard Council Team Building [Total $3,262.50 TIN 26-1878955 Due and payable upon receipt December 1, 2010 Decisions Decisions 1001 SE Water Avenue, Suite 360 Portland, OR 97214 Attn: Mr.Joe Hertzberg Dear Joe: Enclosed is a copy of the signed personal services agreement between the City of Tigard and Decisions Decisions. We look forward to working with you and your firm not only with team building for the City Council but staff coaching as well! Sincerely, Loreen Mills Asst. to the City Manager Nov. 16. 2010 4: 24PM Gales Creek Insurance Services No. 7222 P. 1 ��®® CERTIFICATE ®F LIABILITY INSURANCE OATS{MMIDDlYYYY) �a1/16/solo THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION 18 WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ilau of such endorsement(s). PRODUCER CONTACT Sofia Jsnjggva Galea Creek Insurance services Inc. PHONE (503)227-0491 %X (803)2:9-0929 B00 NW 6th Ave., Suite 335 ADDAIL .eofiatifgaleec esk.com Portland, OR 97209 PRODUCERrUfilOMFR ,00004101 INSURERS AFFORDING COVERAGE NAIC# INSURED imqkIRERA:Hartford insurance CoM2anX 114 INSURER B: Smiley Joe, T,LC, DBA: Decisions Decisiona INSURER C: 1001 SB water Street INSURERD! Suite 360 INSURER E: Portland OR 97214 INSURER F! COVERAGES CERTIFICATE NUMBER:2010-2011 REVISION NUMBE=R: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE POLICY NUMBER OL 5VORIFP POLICY EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY n n a $ 300,000 A CLAIMS-MADE ®OCCUR }I 52 SEA VV4223 9/7/2010 9/1/2011 MED EXP(Any ono ersgn $ 10,000 PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 21000,000 GEN'L AGGREGATE LIMITAPPLIES PER; PRODUCTS•COMPIOP AGG S 2,000,000 X POLICY PRO LOC S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 11000,000 (Ea accident) ANY AUTO BODILY INJURY(Por pun:*n) $ A ALL OWNEO AUTOS x 52 BOA VV4223 9/l/201D 9/1/2011 BODILY INJURY(Per aedtlBnt) $ SCHEDULED AUTOS $ HIRED AUTOS (er acd tentOAMAGE $ X NOWOWNED AUTOS Modiwt paymonts $ $ UMBRELLA LIAO OCCUR EACH OCCURRENCE EXCESS LIAB CLAIM$.MADE AGGREGATE DEDUCTIBLE $ RETENTION WORKERS COMPENSATVON X WC STATU- O7H- AND EMPLOYERS'LIABILITYTORYFR ANY PROPRIETORIPARTNEREXECUTNE YIN E.L.EACH ACCIDENT Is 500,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) 52 WEC RLSSGS /16/2070 /16/2011 E.L.DISEASE-EA EMPLOYEO$ 500,000 If yes desodbe under DYB�RIPTIONOFOPERATIONS belcry 500,C )OO LIMIT $ 00 OO DESCRIPTION OF OPERATIONS(LOCATIONS/VENICLE5 (Attach ACORD 101,Additional RBma&a Schedule,If More space Is required) The City of Tigard, its officersi, agents, and employees are included as Additional Insurcdo with respect to the operations of the Named Insured, CERTIFICATE HOLDER CANCELLATION (503)639-6795 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Tigard ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: Loreen Mille 11125 SW Hall 51vd ALITHORIYEDREPRESENTATIVE Tigard, OR 97223 n Sofia Janjgava/SOFIA ACORD 25(2009109) ®18882009 ACORD CORPORATION. All rights reserved, INS025(200909) The ACORD name and logo are registered marks of ACORD Page 1 of 2 United States Asia Pacific Canada Europe About Contact Sitemap Ratings.A_Analysis v Hartford Insurance Company of Illinois 8 Print this Daae - r,- - - u Home (a member of Hartford Insurance Group) For ratings and product access u Best's Credit Ratings+ A.M.Best#:002611 NAIC#:38288 FEIN#: 061010609;Assigned to Finencisl Strefi RaUug t Log n S n-u »Financial Strength r^companies BEsr Ratings=Insurer that have,in p ------ u,Issuer Credit Ratings our opinion, »Debt,Ratings Address:One Hartford Plaza an excellent ability to.meet their Find a Bests Credit Rating »Financial Strength Hartford,CT 06155 ongoing insurance obligations. 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Affiliation Code:p(Pooled) Outlook:Stable News&Research Financial Size Category:XV($2 Billion or Action:Affirmed Products&Services• greater) Date:March 24,2010 Industry information•v Outlook:Stable Corporate' ' Action:Affirmed Support&Resource's a Effective Date:March 24,2010 Conferences and Events a 'Denotes Under Review Best's Ratings Visit our News Room for the latest news and press releases for this company and Its A.M.Best Group. q;=j AMB Credit Report-Insurance Professional-includes Best's Financial Strength i _F• Rating and rationale along with comprehensive analytical commentary,detailed business overview and key financial data. Report Revision Date:04/15/2010 (represents the latest significant change). Historical Reports are available in AMB Credit Report-Insurance Professional Archive. Best's Executive Summary Reports(Financial Overview)-available in three versions,these presentation style reports feature balance sheet,income statement, key financial performance tests including profitability,liquidity and reserve analysis. Data Status:2010 Best's Statement File-P/C,US.Contains data compiled as of 11/11/2010(Quality Cross Checked). • Single Company-five years of financial data specifically on this company. • Comparison-side-by-side financial analysis of this company with a peer group of up to five other companies you select. • Composite-evaluate this company's financials against a peer group composite.Report displays both the average and total composite of your selected peer group. _ AMB Credit Report-Business Professional-provides three years of key financial data presented with colorful charts and tables.Each report also features the latest Best's Ratings,Rating Rationale and an excerpt from our Business Review commentary. Data Status:Contains data compiled as of 11/11/2010(Quality Cross Checked). Best's Key Ratina Guide Presentation Report-includes Best's Financial hJ 10 Strength Rating and financial data as provided in Best's Key Rating Guide products. Data Status:2009 Financial Data(Quality Cross Checked). Financial and XfiAl tic6I,Pr6dU-cis Best's Key Rating Guide-P/C.US&Canada Best's Statement File-P/C.US Best's Statement File-Global Best's Insurance Reports-P/C.US&Canada Best's State Line-P/C.US Best's Insurance Expense Exhibit(IEE)-P/C.US Best's Schedule F(Reinsurance)-P/C.US Best's Schedule D(Municipal Bonds)-US 11/16/2010 r11/16/2010 'Loreen Mills From: Loreen Mills Sent: Monday, November 08, 2010 8:02 AM To: Dori Rosenblum Subject: RE: Tigard Contract Dori - This looks good. I would like to modify your requested language on records by changing the terms "consultant" and "client" to "contractor" and "city" as seen in the attached contract. I also would like to modify the last bullet in the Exhibit "A", Scope of Services as follows: o Consultant shall bill at an hourly rate of$225 per hour. If that is acceptable, I'll get a corrected copy out to you. I'm also checking with Craig Prosser to see if we should modify the language for the meetings with Council. Please let Joe know Gretchen remains a councilor and we have one new male councilor as a result of the elections last week. Loreen From: Dori Rosenblum [mailto:dori@decision2.com1 Sent: Thursday, October 28, 2010 2:07 PM To: Loreen Mills Subject: FW: Tigard Contract Hi Loreen, Nice to be working with you again. I have attached the contract with these changes: 1. The compensation has been changed to $9,500. 2. The hourly rate of$225 is listed in Exhibit A. 3. The draft note at the top has been removed. 4. There is one paragraph highlighted. We would like the following wording to replace the highlighted paragraph: All existing materials and modified materials are and shall remain the exclusive property of the Consultant. All new materials not assigned by the Client to the Consultant shall become the property of the Client.The Consultant retains the right to use the materials so long as they do not violate the confidentiality of the Client. I will get the insurance certificate to you next week. Let me know if you have any questions. Dori ------------------------------- Business Manager Decisions Decisions 1 1001 SE Water Ave. # 360 Portland OR 97214 503- 249-0000 dori@decision2.com www.decision2.com From: Loreen Mills [mailto:LOREEN@ti arcL d-or.gov] Sent: Thursday, October 14, 2010 5:18 PM To: Joe Hertzberg Subject: Joe - It was just great to visit with you this afternoon! As we discussed, I have attached a draft contract for your review for Council Team Building Services. I actually put some "brief" description of the work you would be doing on the last page. Please modify as you see fit. Also, I would like to see an hourly rate in with your scope of services. I hope to visit with Craig tomorrow to update him on our discussion. Below is a list of the Council candidates on the 11/2/10 ballot for Tigard. Tigard Candidate Election Tigard Mayor Candidates (vote for one - the candidate receiving the most votes will be elected to serve a four-year term, January 1, 2011 - December 31, 2014) • Craig Dirksen ® Kriss D.E.A. Wright Tigard City Councilor Candidates (vote for two - the two candidates receiving the highest number of votes will be elected to serve a four-year term, January 1, 2011 - December 31, 2014) • Gretchen E. Buehner • Alexander Craghead • John Goodhouse • Marc Woodard Blessings to you! Loree+i/M% k Asst. to the City Manager City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223 503-718-2417 (direct line) DISCLAIMERS E-mails sent or received by City of Tigard employees are subject to public record laws. If requested, e--mail may be disclosed to another party unless exempt from disclosure under Oregon Public Records Lave. E-mails are retained by the City of Tigard in compliance with the Oregon Administrative Rules "City General Records Retention; Schedule." 2 `Loreen Mills From: Craig Prosser Sent: Monday, November 08, 2010 8:10 AM To: Loreen Mills Subject: RE: Joe Hertzberg's contract I thought you were out until 10:30. I am not sure Sydney will need to be interviewed (though I would prefer that she is.) I don't know if she would want to be interviewed. I think I would say "up to 6 current and new members of Council. . . ." Joe also typically interviews me also. From: Loreen Mills Sent: Monday, November 08, 2010 8:06 AM To: Craig Prosser Subject: Joe Hertzberg's contract Craig - It is now time to sign a contract with Joe Hertzberg. Does the following language work for you for Council support? o Team Building services for the City Council o Interview individual councilors and successful candidates after November 2, 2010 to determine the most important matters to address - 5 members of Council include 1 mayor and 4 councilors and 1 successful council candidate. o Facilitate offsite workshops for City Council and the City Manager (anticipate two during this contract period - December 2010 and about March 2011) o Work with mayor and councilors to follow-up as appropriate Lo,reew M LUQ Asst. to the City Manager City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223 503-718-2417 DISCLAIMER: E-mails sent or received by City of Tigard ernployees are subject to public record latus. if requested, e-mall may be disclosed to another party unless exempt frorn disclosure under Oregon Public Records Lain. E-mails are retained by the City of Tigard in compliance with the Oregon .Administrative Rules"City General Records Retention Sched€.ale_' 1 Loreen Mills From: Dori Rosenblum [dori@decision2.com] Sent: Monday, November 22, 2010 10:15 AM To: Loreen Mills Subject: contract Loreen, Our Fed tax ID number is: 26-1878955 Thanks for the info about increasing our per occurrence coverage. I think I will plan to do this at renewal time. Dori ------------------------------- Business Manager Decisions Decisions 1001 SE Water Ave. # 360 Portland OR 97214 503- 249-0000 dori@decision2.com www.decision2.com 1 Loreen Mills From: Loreen Mills Sent: Wednesday, November 10, 2010 9:34 AM To: Joe Hertzberg Subject: December 7th with Tigard Council Attachments: Resolution Exhibit A Council Groundrules 11-9-10.docx Joe - Last night City Council agreed to meet with you on Tuesday December 7th from NOON to dinner. Lunch will be provided by the City and there was some talk about going out to dinner afterwards. Don't know if you need to plan on dinner or not. Also, Council approved their updated Council Groundrules which I have attached. The new sections in the Groundrules are as follows: Under Communication Section: • Communications with Potential Mayor/Council Candidates • Council Communications with Other Public Agencies • Communications with City Boards, Committees and Commissions • Communications as the Council Liaison with City Boards Code of Conduct Section is all new. I'll be in touch later with Council contact information. Lo-voe4,i/M%1 k Asst. to the City Manager City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223 503-718-2417 (direct line) 1 AN — s . Loreen Mills From: Loreen Mills Sent: Tuesday, November 09, 2010 5:05 PM To: 'Dori Rosenblum' Cc: Joe Hertzberg Subject: RE: Tigard Contract Attachments: Contract with Decisions Decisions 11-9-10.doc Joe & Dori - I've made a couple of other changes to the contract as follows: ® Page 4 - Termination paragraph - changed date of June 30`h from 2010 to 2011. • Page 6 - Scope of work Council Team Building section o inserted City Manager o changed reference to "t '`one successful council candidate" o Changed date in seconc ,ference for December. e Page 6 - Scope of work City : d on my discussions with Joe last month. Dori - Please print two copies for Je 1 sign an original copy for you guys and get in return mail i Joe - It is now time to get interview Council. I anticipate tonight Council will agree to the 12 a group with you. Here is a website FYI regarding Marc We will replace Sydney Webb in January. http://www.woodchat.com/ Thanks so much and let me know if you have any questions! Lcn-e,P,w M aLk Asst. to the City Manager City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223 503-718-2417 (direct line) From: Dori Rosenblum [mailto:dori@decision2.com] Sent: Tuesday, November 09, 2010 3:30 PM To: Loreen Mills Cc: Joe Hertzberg Subject: RE: Tigard Contract Loreen, That all sounds fine. I have ec'd to Joe about Gretchen. Thanks. Dori i ------------------------------- Business Manager Decisions Decisions 1001 SE Water Ave. # 360 Portland OR 97214 503- 249-0000 dori@decision2.com www.decision2.com From: Loreen Mills [mailto:LOREEN@tigard-or.gov] Sent: Monday, November 08, 2010 8:02 AM To: Dori Rosenblum Subject: RE: Tigard Contract Dori - This looks good. I would like to modify your requested language on records by changing the terms "consultant" and "client" to "contractor" and "city" as seen in the attached contract. I also would like to modify the last bullet in the Exhibit "A", Scope of Services as follows: o Consultant shall bill at an hourly rate of$225 per hour. If that is acceptable, I'll get a corrected copy out to you. I'm also checking with Craig Prosser to see if we should modify the language for the meetings with Council. Please let Joe know Gretchen remains a councilor and we have one new male councilor as a result of the elections last week. Loreen From: Dori Rosenblum [mailto:dori(a)decision2.com] Sent: Thursday, October 28, 2010 2:07 PM To: Loreen Mills Subject: FW: Tigard Contract Hi Loreen, Nice to be working with you again. I have attached the contract with these changes: 1. The compensation has been changed to $9,500. 2. The hourly rate of$225 is listed in Exhibit A. 3. The draft note at the top has been removed. 4. There is one paragraph highlighted. We would like the following wording to replace the highlighted paragraph: 2 All existing materials and modified materials are and shall remain the exclusive property of the Consultant. Ali new materials not assigned by the Client to the Consultant shall become the property of the Client.The Consultant retains the right to use the materials so long as they do not violate the confidentiality of the Client. I will get the insurance certificate to you next week. Let me know if you have any questions. Dori ------------------------------- Business Manager Decisions Decisions 1001 5E Water Ave. 11360 Portland OR 97214 503- 249-0000 dori@decision2.com www.decision2.com From: Loreen Mills [ma iIto:LOREENC@ticiard-or.gov] Sent: Thursday, October 14, 2010 5:18 PM To: Joe Hertzberg Subject: Joe — It was just great to visit with you this afternoon! As we discussed, I have attached a draft contract for your review for Council Team Building Services. I actually put some "brief" description of the work you would be doing on the last page. Please modify as you see fit. Also, I would like to see an hourly rate in with your scope of services. I hope to visit with Craig tomorrow to update him on our discussion. Below is a list of the Council candidates on the 11/2/10 ballot for Tigard. Tigard Candidate Election Tigard Mayor Candidates (vote for one - the candidate receiving the most votes will be elected to serve a four-year term, January 1, 2011 - December 31, 2014) • Craig Dirksen Kriss D.E.A. Wright Tigard City Councilor Candidates (vote for two - the two candidates receiving the highest number of votes will be elected to serve a four-year term, January 1, 2011 - December 31, 2014) • Gretchen E. Buehner • Alexander Craghead John Goodhouse Marc Woodard Blessings to you! Lo-re,ew M a4 Asst. to the City Manager City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223 3 503-718-2417 (direct line) DISCLAIMER: E-mails sent or received by City of Tigard employees are subject to pubic record laws, if requested, e-mail may be disclosed to another party unless exempt from disclosure under Oregon Public Records Law. E-mails are retained by the City of Tigard in compliance with the Oregon Administrative Rules"City General Records Retention Schedule.' 4 Contract# mall, CITY OF TIGARD, OREGON PERSONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this `" day of November, 2010, by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Decisions Decisions, hereinafter called Contractor. RECITALS City has need for the services of a company with a particular training, ability, knowledge, and experience possessed by Contractor, and City has determined that Contractor is qualified and capable of performing the professional services as City does hereinafter require, under those terms and conditions set forth: Therefore, the parties agree as follows: SCOPE OF WORK Contractor shall initiate services upon receipt of City's notice to proceed together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A - Scope of Work and by this reference made a part hereof. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise terminated or extended, on June 30, 2011. All work under this Agreement shall be completed prior to the expiration of this Agreement. COMPENSATION City agrees to pay Contractor an amount not to exceed Nine Thousand Five Hundred and no/100 Dollars ($9,500.00) annually for performance of those services described in this Agreement. Payment will be made based on Contractor's invoice, subject to the approval of the City, and not more frequently than monthly. Payment shall be payable within thirty (30) days from the date of the Contractor's invoice. CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices, bills, payments, and other information: Page 1 of 6 Contract# S�D C"Isiolfts"", 71— on e -A Crt of T1and Attn: Loreen Mills, Asst. to the City Manager Attn: Joe Hertzberg 13125 SW Hall Blvd. 1001 SE Water Ave., Suite 360, Tigard, Oregon 97223 Portland, OR 97214 Phone: (503) 718-2417 Phone: 503-249-0000 Fax: (503) 639-9795 Fax: 503-249-0054 Email Address: loreen@tigard-orgv Email Address: ioe@.decision2.com CONTRACTOR As INDEPENDENT CONTRACTOR Contractor acknowledges that for all purposes related to this Agreement, Contractor is and shall be deemed to be an independent contractor as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be 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 shall be entitled to offset compensation due, or to demand repayment of any amounts paidto 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. Contractor acknowledges that for all purposes related to this Agreement, Contractor is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor warrants that all its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of a contractor's work by City shall not operate as a waiver or release. Contractor and City agree to indemnify and defend the other, and the other's officers, agents and employees 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 and (at both trial and appeal level, whether or not a trial or appeal ever takes place) incurred by the party being indemnified resulting from the indemnifying party's acts (or failure to act when action is appropriate) that may be asserted by any person or entity which in any way arise from or relate to this Agreement or the performance of obligations under this agreement, except liability arising out of the sole negligence of the party being indemnified. The indemnification by Contractor of the City shall also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. Page 2 of 6 Contract# INSURANCE Contractor shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or work hereunder. The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and coverages: a. Commercial General Liability Insurance Contractor shall obtain, at contractor's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $ 2,000,000 Products-Completed Operations Aggregate 1,000,000 Personal&Advertising Injury 1,000,000 Each Occurrence 2,000,000 Fire Damage (any one fire) 50,000 Medical Expense (any one person) 5,000 b. Business Automobile Liability Insurance Contractor shall provide City a certificate indicating that Contractor has business automobile liability coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than $2,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty (30)days in advance of cancellation. c. Workers' Compensation Insurance The Contractor and all employers providing work, labor or materials under this Contract that are either subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers or employers that are exempt under ORS 656.126. Contractors who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. d. Insurance Carrier Rating Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. Page 3 of 6 Contract# e. Certificates of Insurance or Copies of Auto Insurance Coverage As evidence of the insurance coverage required by the contract, the Contractor shall furnish a Certificate of Insurance or copies of their auto insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The procuring of such required insurance shall not be construed to limit contractor's liability hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. TERMINATION The parties agree that any decision by either party to terminate this Agreement before either before the work is completed or the 30`h day of June, 2011 shall be accompanied by thirty (30) days written notice to the other party prior to the date termination would take effect. There shall be no penalty for early termination. If City terminates the contract pursuant to this paragraph, it shall pay Contractor for services rendered prorated to the date of termination. AGREEMENT MODIFICATIONS Modifications to this Agreement are valid only if made in writing and signed by all parties. OWNERSHIP OF WORK PRODUCT All existing materials and modified materials are and shall remain the exclusive property of the Contractor. All new materials not assigned by the City to the Contractor shall become the property of the City. The Contractor retains the right to use the materials so long as they do not violate the confidentiality of the City. GOVERNING LAW Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on non-discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or disability. The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. All provisions required by ORS Chapter 279 to be included in a contract of this type are incorporated into this Agreement as though fully set forth herein. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, Contractor must make payment promptly as due to persons supplying Contractor labor or materials for the execution of the work provided by this order. Contractor must pay all contributions or amounts due from Contractor to the Industrial Accident Fund incurred in the performance of this order. Contractor shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Contractor further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. COMPLETE AGREEMENT This Agreement and attached exhibit constitutes the entire Agreement between the parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in Page 4 of 6 Contract# specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Contractor, by the signature of its authorized representative, hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Contractor has executed this Agreement on the date hereinabove first written. CITY OF TIGARD DECISIONS DECISIONS By: Loreen Mills, Asst. to the City Manager By: Joe Hertzberg Date Date Page 5 of 6 Contract# Exhibit A Scope of Work ® Team building services for the City Council o Interview City Manager, individual councilors and successful candidates after November 2, 2010 to determine the most important matters to address — 5 members of Council include one mayor and four councilors and one successful council candidate. o Facilitate offsite workshops for City Council and the City Manager (anticipate two during this contract period -December 7, 2010 and about March 2011) o Work with City Manager, Mayor and Councilors to follow-up as appropriate o Consultant shall bill at an hourly rate of $225 per hour. • Team building/coaching services for City staff o Provide team building, coaching and supportive services for managers and staff. o Consultant shall bill at an hourly rate of $225 per hour. Page 6 of 6 Loreen Mills From: Loreen Mills Sent: Thursday, October 14, 2010 5:18 PM qcp To: Joe Hertzberg Qoe@decision2.com) Attachments: Contract with Decisions Decisions 10-14-10. Joe - It was just great to visit with you this afternoon! As we uss d, I,have attached a draft contract for your review for Council Team Building Services. Ia-Gt-ually put some "brief" description of the work you would be doing on the last page. Please modify as you see fit. Also, I would like to see an hourly rate in with your scope of services. I hope to visit with Craig tomorrow to update him on our discussion. Below is a list of the Council candidates on the 11/2/10 ballot for Tigard. Tigard Candidate Election Tigard Mayor Candidates (vote for one - the candidate receiving the most votes will be elected to serve a four-year term, January 1, 2011 - December 31, 2014) ® Craig Dirksen • Kriss D.E.A. Wright Tigard City Councilor Candidates (vote for two - the two candidates receiving the highest number of votes will be elected to serve a four-year term, January 1, 2011 - December 31, 2014) • Gretchen E. 'Buehner • Alexander Craghead • John Goodhouse • Marc Woodard Blessings to you! Loveew M 4 Asst. to the City Manager City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223 503-718-2417 (direct line) 1 S Decisions Decisions , Payment Listing 2009-2010 icy m. „ ,, ,,,,,, ,,,; ,,,,,,,,, ,, ,,ry-'sh'� "�3*'• ,mgr '.i3""j ,..,• ,:.. ,.. , . , ,... _ ,4.,,,7=5:00' 3'125 00 r. „ , 10/14/2009 359 $ 3,712.50 $ 12,293.75 $ - $ 3,725.00 3,725'.00",:l,;,; 18 , �,,;:388;. 12/9/2009 407 $ 562.50 $ 11,281.25 ; $ - $ ��3,725.00 ;moi. >a° ,_,,,_ °y,.,+,' ,.:-, m� � ..' ��i3ii,J�3��f'':i���m �"�i�.;3;,,;..:� �. .... ._.... �,. . :: :3� 725`00 •,�., 430 2 587.50..° 86932:75`.,,. - : 3. 1 20,2010 ,..z., �...- ... _.,. �:$-'�>- ,. �$"�'::::::N�:::.�:::'-" 3,,� ' s umm, mm.. .. , , ,,. 2/9/2010 450 $ 1,687.50 $ 7,006.25 ` $ - $ 3,725.00 ........... _.._ _ _, __ ..m..- ___...a__..._, __......._..-....-.._.. r ,N','�n.. ,,., ,., ... ... - z� ...._.�a; I.968.75-:.:; � ��, ,,;,,„,. .• ,:,,3.�10,2010 . >.�,,,, .-:".�„> - 5 037.50 4/10/2010 $ $ .,, _,.._.. . . .__..- _ ._.,. ,�.-,. �. .� . �,;3;;, ..,:" Ne:... 5/10 I .2010 . � N•� , $.: 1,237.00.:,.$: 3,800.50 . 6/10/2010 $ - $ 3,800 50 :,,;.m . , :„ , _,, ,,,,� ;. ,,1 237:00 1 . 7/10/2010 (payment for 6/10-work)- ,,• .;, " ,� ,,,. payment in 09/10 rather than 08/09 $ 4,300.00 $ (1,736.50) Available for transition support , Amount 3)10/10., O,;,, approved by CP 2/16/10 5.5 hrs @ $225/hr each mo= $1,237 Contract valid through 6/30/10 Acct# " Transition Support (Eng Perf Review) Contract Amount $ 40,000 6001200-54311 Council Support (Team Building) Contract Amount $ 8,000 6001200-54311 LoreenH: DOCS�Engineering Review2009�Decisions Decisions Consulting�PoymentTracking 09-10.xlsx I ��rr __ _ -