Table Group Consulting ~ C160027 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUST ACCOMPANY EVER Y CONTRACT
Contract Title: Organizational Facilitation Services Number: .J (�'7j�
Contractor: Table Group Consulting Contract Total: $12,000
Contract Overview: Organization facilitation services for the city's executive staff.
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Marg Wine Ext: 2486 Department: City Management
Type: ❑ Purchase Agreement ® Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: 12/1/15 End Date: 3/31/16
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Account String: Fund-Division-Account Work Order—Activit;T=e Amount
Year 1 600-1000-54001 iUonthl by illing, contract not to exceed x`12,000
Year 2
Year 3
Year 4
Year 5
Approvals - LCRB Date: N/A
Department Signature: +,
Purchasing Comments:
Purchasing Signature:
City-Manager Comment .
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
i
Contract Number
CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
ORGANIZATIONAL FACILITATION SERVICES
THIS AGREEMENT made and entered into this 1st day of December 2015 by and between the City
of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Table Group
Consulting, hereinafter called Consultant.
RECITALS
WHEREAS, City has need for the services of a company with a particular training, ability, knowledge,
and experience possessed by Consultant, and
WHEREAS, 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:
1. SERVICES TO BE PROVIDED
Consultant shall initiate services immediately upon receipt of City's notice to proceed together
with an executed copy of this Agreement. Consultant agrees to complete work that is detailed in
Exhibit A and by this reference made a part hereof. Any and all work assigned by the City will
be contained in subsequent scope of work as needed
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended, on March 31, 2016. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A for
performance of those services described herein and in any subsequent agreements that arise
from the work under this Agreement. The total amount paid to the Consultant by the City shall
not exceed Twelve Thousand Dollars and No/100 ($12,000.00) if all tasks are completed. Any
and all payments made to the Consultant shall be based upon the following applicable terms:
A. Payment by City to Consultant for performance of services under this Agreement includes
all expenses incurred by Consultant, with the exception of expenses, if any identified in this
Agreement as separately reimbursable.
B. Payment will be made in installments based on Consultant's invoice, subject to the approval
of the City Manager, or designee, and not more frequently than monthly. Payment shall be
made only for work actually completed as of the date of invoice.
C. Payment by City shall release City from any further obligation for payment to Consultant,
for services performed or expenses incurred as of the date of the invoice. Payment shall not
be considered acceptance or approval of any work or waiver of any defects therein.
D. Consultant shall make payments promptly, as due,to all persons supplying labor or materials
for the prosecution of this work.
E. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished.
F. Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. If Consultant fails, neglects or refuses to make prompt payment of any claim for labor or
services furnished to Consultant or a subcontractor by any person as such claim becomes
due, City's Finance Director may pay such claim and charge the amount of the payment
against funds due or to become due the Consultant. The payment of the claim in this
manner shall not relieve Consultant or their surety from obligation with respect to any
unpaid claims.
H. Consultant shall pay employees at least time and a half pay for all overtime worked in excess
of 40 hours in any one week except for individuals under the contract who are excluded
under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving
overtime.
I. Consultant shall 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 Consultant or all sums which
Consultant agrees to pay for such services and all moneys and sums which Consultant
collected or deducted from the wages of employees pursuant to any law, contract or
agreement for the purpose of providing or paying for such service.
J. The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract during the current fiscal year. Funding during future fiscal
years shall be subject to budget approval by Tigard's City Council.
4. 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.
5. ASSIGNMENT/DELEGATION
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without
the written consent of the other and no assignment shall be of any force or effect whatsoever
unless and until the other party has so consented. If City agrees to assignment of tasks to a
subcontract, Consultant shall be fully responsible for the acts or omissions of any subcontractors
and of all persons employed by them, and neither the approval by City of any subcontractor nor
anything contained herein shall be deemed to create any contractual relation between the
subcontractor and City.
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6. STATUS OF CONSULTANT AS INDEPENDENT CONSULTANT
Consultant certifies that:
A. 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 Consultant
receives (from City or third parry) as a result of said finding and to the fiill extent of any
payments that City is required to make (to Consultant or to a third party) as a result of said
finding.
B. The undersigned Consultant 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 Consultant, 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, Consultant certifies that he/she is not
currently employed by the Federal Government and the amount charged does not exceed his
or her normal charge for the type of service provided.
Consultant 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.
C. Consultant shall 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 31st expiration date. New businesses operating in Tigard after June 30th
of the current year will pay a pro-rated fee though the end of the calendar year.
D. Consultant is not an officer, employee, or agent of the City as those terms are used in ORS
30.265.
7. INDEMNIFICATION
City has relied upon the professional ability and training of Consultant as a material inducement
to enter into this Agreement. Consultant represents that all of 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 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
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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 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.
8. INSURANCE
Consultant and its subcontractors shall maintain insurance acceptable to City in full force and
effect throughout the term of this contract. Such insurance shall cover risks arising directly or
indirectly out of Consultant's activities or work hereunder, including the operations of its
subcontractors of any tier.
The policy or policies of insurance maintained by the Consultant shall provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Consultant shall obtain, at Consultant'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 (CG 2010 1185 or equivalent). This coverage shall
include Contractual Liability insurance for the indemnity provided under this contract. The
following insurance will be carried:
Coverage Lirnit
General Aggregate $1,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $50,000
B. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of
the contract, Commercial Automobile Liability coverage including coverage for all owned,
hired, and non-owned vehicles on an "occurrence" form. The Combined Single Limit per
occurrence shall not be less than$2,000,000.
If Consultant uses a personally-owned vehicle for business use under this contract, the
Consultant shall obtain, at Consultant's expense, and keep in effect during the term of the
contract, business automobile liability coverage for all owned vehicles on an "occurrence"
form. The Combined Single Limit per occurrence shall not be less than$2,000,000.
C. Workers' Compensation Insurance
The Consultant, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law shall 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.
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Consultants who perform work without the assistance or labor of any employee need not
obtain workers' compensation coverage. All non-exempt employers shall provide
Employer's Liability Insurance with coverage limits of not less than $1,000,000 each
accident.
D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability,
shall include the City its officers, employees, agents and representatives as additional
insureds with respect to this contract.
E. Insurance Carrier Rating
Coverages provided by the Consultant 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.
F. Self-Insurance
The City understands that some Consultants 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 the Consultant is self-insured for
commercial general liability or automobile liability insurance the Consultant must provide
evidence of such self-insurance. The Consultant 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.
G. 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 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 contract and include a copy of Additional
Insured Endorsement. A renewal certificate will be sent to the below address prior to
coverage expiration.
H. Independent Consultant Status
The service or services to be rendered under this contract are those of an independent
Consultant. Consultant is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Consultant's coverage shall be 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.
J. Cross-Liability Clause
A cross-liability clause or separation of insured's clause will be included in all general liability,
professional liability,pollution and errors and omissions policies required by this contract.
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A certificate in form satisfactory to the City certifying to the issuance of such insurance will be
forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard, Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by an
authorized representative of the issuing insurance company may be required to be forwarded to
the above address.
Such policies or certificates must be delivered prior to commencement of the work. 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.
9. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS
All notices, bills and payments shall 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 shall be used to transmit notices,bills,payments, and other information:
CITY OF TIGARD TABLE GROUP CONSULTING
Attn: Marty Wine Attn: Chris Jenson
Address: 13125 SW Hall Blvd Address: 13533 SE 123rd Ave
Tigard, Oregon 97223 Clackamas, Oregon 97015
Phone: (503) 718-2486 Phone: (925) 570-8970
Fax: (503) 684-7297 Fax: (925) 299-9708
Email: martvCa tigard-or.gq Email: chris.jensonntablegroupconsuiting com
and when so addressed, shall be deemed given upon deposit in the United States mail, postage
prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances,
notices, bills and payments shall 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.
10. MERGER
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 shall be effective unless and until it is made in
writing and signed by both parties.
11. PROFESSIONAL SERVICES
The City requires that services provided pursuant to this agreement shall be provided to the City
by a Consultant that does not represent clients on matters contrary to City interests. Further,
Consultant shall not engage services of an attorney and/or other professional who individually,
or through members of his/her same firm, represents clients on matters contrary to City
interests.
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Should the Consultant represent clients on matters contrary to City interests or engage the
services on an attorney and/or other professional who individually, or through members of
his/her same firm, represents clients on matters contrary to City interests, Consultant shall
consult with the appropriate City representative regarding the conflict.
After such consultation, the Consultant shall have seven (7) days to eliminate the conflict to the
satisfaction of the City. If such conflict is not eliminated within the specified time period, the
agreement may be terminated pursuant to Section 13 (B) (3) of this agreement.
12. TERMINATION WITHOUT CAUSE
At any time and without cause, City shall have the right in its sole discretion, to terminate this
Agreement by giving notice to Consultant. If City terminates the contract pursuant to this
paragraph,it shall pay Consultant for services rendered to the date of termination.
13. TERMINATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Consultant,
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 Consultant, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Consultant becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant, if a receiver or trustee is appointed for Consultant, or if
there is an assignment for the benefit of creditors of Consultant.
Any such termination of this agreement under paragraph (a) shall 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 Consultant,may terminate
the whole or any part of this Agreement:
1) If Consultant fails to provide services called for by this agreement within the time
specified herein or any extension thereof, or
2) If Consultant fails to perform any of the other provisions of this Agreement, or so 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.
3) If Consultant fails to eliminate a conflict as described in Section 11 of this agreement.
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The rights and remedies of City provided in the above clause related to defaults (including
breach of contract) by Consultant shall not be 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), Consultant shall be entitled to receive as
full payment for all services satisfactorily rendered and expenses incurred, an amount which
bears the same ratio to the total fees specified in this Agreement as the services satisfactorily
rendered by Consultant bear to the total services otherwise required to be performed for such
total fee; provided, that there shall be deducted from such amount the amount of damages, if
any, sustained by City due to breach of contract by Consultant. Damages for breach of contract
shall be those allowed by Oregon law,reasonable and necessary attorney fees, and other costs of
litigation at trial and upon appeal.
14. ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Consultant as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and
transcripts.
15. FORCE MAJEURE
Neither City nor Consultant shall 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 shall 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 shall not be the basis for a claim for additional compensation. Each
party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or
default and shall, upon cessation of the cause, diligently pursue performance of its obligation
under the Agreement.
16. NON-WAIVER
The failure of City to insist upon or enforce strict performance by Consultant 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.
17. NON-DISCRIMINATION
Consultant agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statutes, rules, and regulations. Consultant also shall comply with the Americans
with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules
established pursuant to those laws.
18. ERRORS
Consultant shall 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.
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19. EXTRA(CHANGES) WORK
Only the City's Project Manager for this Agreement may authorize extra (and/or change) work.
Failure of Consultant to secure authorization for extra work shall constitute a waiver of all right
to adjustment in the contract price or contract time due to such unauthorized extra work and
Consultant thereafter shall be entitled to no compensation whatsoever for the performance of
such work.
20. WARRANTIES
All work shall be guaranteed by Consultant for a period of one year after the date of final
acceptance of the work by the owner. Consultant warrants that all practices and procedures,
workmanship and materials shall be the best available unless otherwise specified in the
profession. Neither acceptance of the work nor payment therefore shall relieve Consultant from
liability under warranties contained in or implied by this Agreement.
21. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree that
the losing parry shall pay such sum as the court may adjudge reasonable attorney fees and court
costs,including attorney's fees and court costs on appeal.
22. GOVERNING LAW
The provisions of this Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Consultant shall comply with all applicable federal, state and local laws, rules and regulations,
including, but not limited to, the requirements concerning working hours, overtime, medical
care, workers compensation insurance, health care payments, payments to employees and
subcontractors and income tax withholding contained in ORS Chapters 279A, 279B and 279C,
the provisions of which are hereby made a part of this agreement.
24. CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any conflict
between the terms of this instrument in the proposal of the contract, this instrument shall
control and nothing herein shall be considered as an acceptance of the said terms of said
proposal conflicting herewith.
25. AUDIT
Consultant shall maintain records to assure conformance with the terms and conditions of this
Agreement, and to assure adequate performance and accurate expenditures within the contract
period. Consultant agrees to permit City, the State of Oregon, the federal government, or their
duly authorized representatives to audit all records pertaining to this Agreement to assure the
accurate expenditure of funds.
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 shall not
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be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable, seller must make payment promptly as due to persons supplying Consultant
labor or materials for the execution of the work provided by 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.
28. HOURS OF LABOR
If labor is performed under this order, then no person shall be employed for more than eight (8)
hours in any one day, or forty (40) hours in any one week, except in cases of necessity, or
emergency or where the public policy absolutely requires it, and in such cases, except cases of
contracts for personal services as defined in ORS 279A.055, the labor shall be paid at least time
and a half for all overtime in excess of eight (8) hours a day and for all work performed on
Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for
personal services as defined in ORS 279A.055, any labor shall be paid at least time and a half for
all hours worked in excess of forty (40) hours in any one week, except for those individuals
excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209.
29. MEDICAL CARE AND WORKERS' COMPENSATION
Consultant shall 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 such Consultant, of all sums which the
Consultant agrees to pay for such services and all moneys and sums which the Consultant
collected or deducted from the wages of the employees pursuant to any law, Consultant
agreement for the purpose of providing or paying for such service.
30. REPRESENTATIONS AND WARRANTIES
Consultant represents and warrants to the City that:
A. Consultant has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Consultant, enforceable in accordance with its terms.
C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement, faithfully has complied with:
1) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters
316, 317, and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, to Consultant's property, operations, receipts, or income, or to Consultant's
performance of or compensation for any work performed by Consultant;
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3) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant, or to goods, services, or property, whether tangible or intangible, provided
by Consultant; and
4) Any rules, regulations, charter provisions, or ordinances that implemented or enforced
any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Consultant's services rendered in the performance of Consultant's obligations under this
Agreement, shall be provided to the City free and clear of any and all restrictions on or
conditions of use, transfer, modification, or assignment, and shall be free and clear of any
and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of
any kind.
31. COMPLIANCE WITH TAX LAWS
A. Consultant must, throughout the duration of this Agreement and any extensions, comply with
all tax laws of this state and all applicable tax laws of any political subdivision of the State of
Oregon. For the purposes of this Section, "tax laws" includes all the provisions described in
subsection 25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this
Agreement. Further, any violation of Consultant's warranty, in subsection 25.0 of this
Agreement,that the Consultant has complied with the tax laws of the State of Oregon and the
applicable tax laws of any political subdivision of this state also shall constitute a material
breach of this Agreement. Any violation shall entitle the City to terminate this Agreement, to
pursue and recover any and all damages that arise from the breach and the termination of this
Agreement, and to pursue any or all of the remedies available under this Agreement, at law, or
in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing to
Consultant,in an amount equal to State's setoff right,without penalty; and
3) Initiation of an action or proceeding for damages, specific performance, declaratory or
injunctive relief. The City shall be entitled to recover any and all damages suffered as the
result of Consultant's breach of this Agreement, including but not limited to direct,
indirect, incidental and consequential damages, costs of cure, and costs incurred in
securing a replacement Consultant.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City may
pursue any remedy or remedies singly, collectively, successively,or in any order whatsoever.
32. COMPLETE AGREEMENT
This Agreement, including the exhibits, is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
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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 thorized
undersigned officer and Consultant has executed this Agreement on the e hereinabove firs written.
CITY OF TIGARD TAB OUP ONS TING
By: Marry Wine, ity Manager By: ed Aen onsultant
�2 lie)
Date Date
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EXHIBIT A
SERVICES TO BE PROVIDED
INTRODUCTION
The Two-day Leadership Off-site is a highly interactive, fast-paced session designed specifically for
leaders and their direct reports. Leadership teams will have the opportunity to assess their
organization's overall health, build team cohesiveness and identify specific actions that will maximize
their advantage.
SCOPE OF WORK
Two-day Leadership Workshop
During the off-site, a leadership team will put into practice concepts outlined in Patrick Lencioni's best-
selling books, The Advantage and The Five Dysfunctions of a Team. The off-site combines short lectures,
working sessions and discussions that are customized for each client in order to address the four
disciplines required for organizational health. Team development activities are embedded in discussions
related to the client's real business issues, so participants never feel as though they are doing a touch-
feely or theoretical exercise.
• Gain a thorough understanding of the expectations and challenges in building and maintaining a
cohesive team
• Assess and make immediate progress in overcoming their team's potential dysfunctions
• Review and validate the organization's direction and ensure alignment exists among the team by
addressing the six critical questions required for organizational clarity
• Discuss the implications of communication and how to leverage internal communication efforts
to ensure alignment throughout the organization
• Address the effectiveness of team meetings
• Identify the roadmap necessary to ensure a successful transition to a healthy organization
SCHEDULE MILESTONES
N/A
COST/RATE ESTIMATES
$12,000 for training and assessment materials.
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