Joe Hertzberg DBA Decisions Decisions - 7-1014 Contract# -- 101 {
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CITY OF TIGARD,OREGON
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into on this 22nd day of June, 2006, by and between the
City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Joe
Hertzberg, DBA Decisions Decisions, hereinafter called Consultant, collectively hereinafter called
the Parties.
RECITALS
The City has the need for the services of a company with a particular training, ability, knowledge,
and experience possessed by Consultant, and
The City has determined that Consultant 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
Consultant shall initiate services upon receipt of the City's notice to proceed along with an executed
copy of this Agreement. Consultant 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 December 31, 2006. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
COMPENSATION
City agrees to pay Consultant an amount not exceeding Ten Thousand and No/100 dollars
($10,000.00) for performance of those services described in this Agreement. The hourly rate for the
service shall not exceed One Hundred Seventy Five and No/100 dollars ($175.00). Payment will be
made based on Consultant's invoice, subject to the approval of the City's Contract Manager for the
project, and not more frequently than.monthly. Payment shall be payable within thirty (30) days
from the date of receipt by the City.
CONSULTANT As INDEPENDENT CONSULTANT
Consultant acknowledges that for all purposes related to this Agreement, Consultant is and shall be
deemed to be an independent Consultant 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 Consultant 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
Consultant under the terms of this Agreement, to the full extent of any benefits or other remuneration
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Consultant 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 Consultant or to a third party) as a result of said finding.
Consultant acknowledges that for all purposes related to this Agreement, Consultant 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 Consultant as a material inducement to enter
into this Agreement. Consultant 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 Consultant's work by City shall not
operate as a waiver or release.
Consultant 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 Consultant of the City shall also cover claims
brought against the City under state or federal workers 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
Consultant 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 Consultant's
activities or work hereunder. The policy or policies of insurance maintained by the Consultant shall
provide at least the following limits and coverages:
a. Business Automobile Liability Insurance
If Consultant will be delivering the goods, Consultant shall provide City a certificate indicating
that Consultant has business automobile liability coverage for all owned, hired, and non-owned
vehicles. The Combined Single Limit per occurrence shall not be less than $1,000,000. Said
insurance shall name City as an additional insured and shall require written notice to City thirty
(30) days in advance of cancellation. If Consultant hires a carrier to make delivery,Consultant
shall ensure that said carrier complies with this paragraph.
b. Workers'Compensation Insurance
The Consultant 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. 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. Consultants who perform work without the assistance or labor of any employee need not
obtain such coverage. This shall include Employees Liability Insurance with coverage limits of
not less than$500,000 each accident.
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c. Insurance Carrier Rating
Coverages provided by the Consultant 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.
d. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Consultant shall furnish
a Certificate of 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 Consultant's liability
hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount of any
damage,injury,or loss caused by negligence or neglect connected with this contract
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:
City of Tigard Decisions Decisions
Attn: Craig Prosser,City Manager Attn: Joe Hertzberg
13125 SW Hall Blvd. 3115 NW Thurman
Tigard, Oregon 97223 Portland, Oregon 97210
Phone: (503) 639-4171 ext. 2486 Phone: (503) 226-3656
Fax: (503) 684-7297 Fax: (503) 241-0770
Email Address: craig@dgiLd-or.gov d-or.gov Email Address: ioe@decision2.com
TERMINATION
The parties agree that any decision by either party to tertninate this Agreement before the 31" day of
December, 2006 or prior to the expense of all funds allocated to this agreement, sixty (60) days
written notice to the other party prior to the date termination shall take effect. There shall be no
penalty for early termination. If City terminates the contract pursuant to this paragraph, it shall pay
Consultant 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
City shall be the owner of and shall be entitled to possession of any and all work products of Consultant
which result from this Agreement,including any computations,plans,correspondence or pertinent data
and information gathered by or computed by Consultant prior to termination of this Agreement by
Consultant or upon completion of the work pursuant to this Agreement.
GOVERNING LAw
Consultant 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
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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,Consultant must make payment promptly as due to persons supplying Consultant labor
or materials for the execution of the work provided by this order. Consultant must pay all contributions or
amounts due from Consultant to the Industrial Accident Fund incurred in the performance of this order.
Consultant 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 Consultant 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 specific instances and for the specific purpose given. There are no understandings,agreements,
or representations, oral or written, not specified herein regarding this Agreement Consultant, 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 Consultant has executed this Agreement on the date hereinabove first written.
CTTY OF L--,) DEC O CI
:
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By: Au rized City Staff By:Authorized ge of Consultant
7//7/1' C 7/11 /06
Date Date l
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ExMBrr A
SCOPE OF WORK
Contractor shall provide consulting and training services to the Tigard City Council as needed A
detailed scope of services shall accompany each requested session.
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DECISIONS
Scope of Work
Prepared for: Tigard City Council
Project: Review of City Center Advisory Committee(CCAC)
Decisions Decisions shall perform the following services:
1. Interview all members and alternates of the CCAC
2. Prepare a written summary
3. Meet with Tigard City Council and present findings.
31 IS NW Thurman Pordond, OR 97210 Phone (503)226-3636 Fox /5031241-0770