Innovative Growth Solutions, LLC ~ C190051 City of Tigard
CONTRACT CHANGE ORDER/ 13125 SW Hall Blvd.
■ , AMENDMENT SUMMARY Tigard,Oregon 97223
Phone- (503)639-4171
FIELD CHANGE ORDER FORM Fax- (503) 684-7297
www.ti=ard-or.g�v
Project Title: Public Works Executive Coaching Project Manager: Brian Rager
Contractor: Innovative Growth Solutions,LLC Original Contract#: C190051
Effective Dates: 1/25/2019 —01/31/2020 Change Order/Amendment Amount:
Accounting S Amendment Percentage Runnin=Total: %
AMENDMENT DETAILS
1. Effective Date and Duration
This agreement shall become effective upon the date of execution and shall expire, unless otherwise
terminated or extended,upon completion of the work or Septeinher-30, 2019 January 31, 2020,whichever
comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
BUDGET IMPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER APPROVING CITY STAFF
S ature Signature
ll -L0 Lq
ate Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules,regulations,and laws that may be in effect for the Signature
work. The unit pricing in the original contract shall apply to all
additional work. A copy of this form, once completed, is to be
forwarded to the Purchasing Office to ensure all changes to the
encumbrances are met. Remember— the cumulative total of
Date
Amendments cannot exceed the roject's FY bu et.
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
PUBLIC WORKS EXECUTIVE COACHING
0190051
AMENDMENT#1
'.1'he Agreement between the Cite of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and A gelo Planning Group, Inc, hereinafter referred to as Contractor, entered into on the 25``' day of
February, 2011>,is hereby amended as follows:
1. Effective Date and Duration
This agreement shall become effective upon the date of execution and Shall expire,unless otherXyise
terminated or extended, upon completion of the work or Ste Fenglgei- --10. 2C};-4
whichever comes first. All work under this Agreement shall be completed prior to the expiration of
this Agreement.
IN WITNI SS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon silmature and date listed below.
CITY OF TIGARD INNOV>4TrvF-GROW I'.H SOLUTfIONS,LLC
IynatUr Signature
Printed Name Printed Dame
U _/
Date. Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORMMUSTACCOMPANYEVERYCONTRACT) n r�C.�✓!
Contract Title: Public Works Executive Coaching Number:
Contractor: Innovative Growth Solutions,LLC Contract Total: $2,200.00
Contract Overview: Executive coaching services—includes up to 12 one-hour coaching session over a
3-6 month period for Public Works Director.
Initial Risk Level: ❑ Extreme ❑High ❑ Moderate Z Low
Risk Reduction Steps: N/A—Insurance requirements follow those that have been allowed over the past
number of months for coaching/training consultants.
Risk Comments:
Risk Signature:
Contract Manager: Brian Rager Ext: 2471 Department: PW Admin
Type: ® Personal Svc ❑ Professional Svc ❑ Architectural Agx Public Imp E] General Svc
❑ Engineering Svc ❑ Other: Start Date• End Date:
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Innovative Growth Solutions,LLC Direct Appointment
Account String: Fund-Division-Account Work Order—Activity Type Amount
FY 2019 630-6000-54001 $2,200.00
FY
FY
FY
FY
Approvals - LCRB Date: Not Required
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract C lki W
CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
PUBLIC WORKS EXECUTIVE COACHING
THIS AGREEMENT made and entered into this 25`' day of February, 2019 by and between the
City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City,and Innovative
Growth Solutions,LLC,hereinafter called Consultant.
RECITALS
WHEREAS,the City's 2018-2019 fiscal year budget provides for services related to the professional
executive coaching services;and
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 seri-ices 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 o E 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 September 30, 2019. All work under this Ag7eement
shall be completed prior to the expiration of this Agreement.
3. COMPENSATION
The Cite agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A
for performance of those services described herein and in anti subsecluent :agreements tbai:
arise from the work under this .Agreement. The total amount paid to the Consultant by the
City shall not exceed Two Thousand Two Hundred and No!100 Dollars (32,200.00) 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 pat;- 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 yvith respect to any
unpaid claims.
H. Consultant shall pay employees at least time and a half pay for all overtime worked in
excess of 411 hours in any one week except for individuals under the contract who are
excluded under CARS 653.010 to 613.261 or under 29 USC sections 201 to 209 from
receiving overtime.
I. Consultant shall promptly, as due, make payment to any person, co-partne-ship,
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 pal- 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 far 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
Cats 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. ASSIGNMENTMELEGATION
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
2019 PSA—Public Works Executive Coaching 2 1 ; ;;
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.
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 emplovee of City,shall not be entitled to benefits of ant kind to which an employee of
Cin-is entitled and shall be solely responsible for all payments and taxes required by la-,v.
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, Croy 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 am- benefits or other remuneration
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 parte) 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 Cit, emplovee has an interest, has or «-ill receive
anv remuneration of any description from Consultant, either directly or indirectly, in
connection with the letting or performance of this Agrecmert, 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 60t}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 Cite 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
30,216 5.
7. INDEMNIFICATION
City has relied upon the professional ability and trauung 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
2019 PSA—Public works Executive Coaching 3 1 i
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 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 illel,,ality 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 ani; 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 Cor_su'_tant'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 Liabilitv insurance for the indemnity provided under this contract.
The following insurance rill be carried:
Coverage Limit
General aggregate S2,OOO,000
Products-Completed Operations aggregate ;2,000,000
Personal&Advertising Injure' $1,000,000
Each Occurrence $1,000,000
Fire Damage(,Xny one fire) $50,O00
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 x2,000,000.
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
2019 PSA—Public Forks Executive Coaching 4 1 1' g
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'Cg=ensation Insurance
The Consultant, its subcontractors, if any, and all emplovers 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 day's in a calendar
year. 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 nor less than 51,000,000
each accident.
D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional
Liabihrv, shall include the City its officers, employees, agents and representatives as
additional insureds with.aspect to this contract.
E. Durance Carrier Rating
—c
Coverages provided by the Consultant must be underwritten b,, an insurance company
deemed acceptable by the City-. All policies of insurance must be written by compar_ies
having an AAM.Best rating of"A-NII"or better,or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
F. Self4murance
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 habilitt, 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 Citv. No contract shall be effective until the
required Certificates of Insurance have bcen 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.
2019 PS-A—Public Works Executive Coaching
H. IndgVendent 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.
1. Primary Coverage Clarification
The parties agree that Consultant's co-.erage 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.
.1. Cross-Liability Clause
A cross-liability clause or separation of insureds clause -will be included in all general
liability,professional liabili".,pollution and errors and omissions policies required by this
contract.
A certificate in firm 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 Cit-,, a copy of each insurance policy, certified as a true cope 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 NO'T'ICE,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:
Urn OF TIGARt3 .. IMOVATI E GRbwxH So>�.LrrTo S,LLC
Attn: Brian Rafter,PNX'Director Attn: Shirlene Warnock
Address: 1312a SW Hall Boulevard Address: 19131 Lot Whitcomb Drive
Tigard,Oregon 97223
Oregon Citi,Oregon 97045
Phone: (503) 715-2471 Phone: (503) 723-9295
Email: Email: shirlene(ci;inno\,ative,;rc,%v
thsolutions.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
2019 PSA—Public Works Executive Coaching 6
be made in the names and addresses of the person to who notices,bills and payments arc to
be given by giving written notice pursuant to this paragraph.
10. MERCER
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 Cite 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.
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 conrlict is not eliminated within the specified time period,
the agreement may be terminated pursuant to Section 13(B) (3) of this agreement.
12. TERIONATION 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%XjTH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Consultant,
or at such later date as may be established bv Cirv,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.
2019 PSA—Public Forks Executive Coaching 7 l=
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.
R. City, by written notice of default (including breach of contract) to Consultant, may
terminate the whole or any part of this Agreement;
I) 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 (1(0 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.
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 Cit: terminates this :agreement under paragraph (l3), Consult, r 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
ser,-iccs 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 iV AJEURE
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 clue 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 parry 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.
201.9 PSA—Public Works Executive Coaching 8 , e
1 6. 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 he 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 evitll Disabilities Act of 1990,URS 659A.1 42,and all regulations and administrative
rules established pursuant to those laws.
18. ERRORS
Consultant shall perform such additional work as mai be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
19. EXTRA`CHANGES? WORK
Only the City's Project Manager for this Ageement may authorize extra (and/or channel
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 tear 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 othen%,ise 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 parts-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 cluestion arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
23. CHOICE OF LAW,VENUE
The provisions of this Agreement are governed by Oregon law. Venue will be the State of
Oregon Circuit Court in Washington Counry or the US District Court for Oregon,Portland,
24. 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
2019 PSA—Public Works Executive Coaching 9 1 " ;'
care, workers compensation insurance, health care payments, payments to employees and
subcontractors and income tax withholding contained in ORS Chapters 279A,279B and 2790,
the provisions of which are hereby made a part of this agreement.
25. 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.
26. AUDT?'
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 duty authorized representatives to audit all records pertaining to this agreement to assure
the accurate expenditure of funds.
27. SEVERABILITY
In the event any provision or portion of tlis Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions shall
not be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
28. 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 zcn or claim to be tiled 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..67.
29. 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 Cort)- (40) hours in any one week,except in cases of necessity, or
emergency or where tree public policy absolutely-requires it,and in such cases,except cases of
contracts for personal services as defined in ORS 279x1.055, 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 URS 653.010 to 653.260 or under 29 USC SS 201-209.
30. 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
2019 PSA—Public Works Executive Coaching Y0 1 1' d g,c
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.
311. 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.
R. 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:
11) 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;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant,or to goods,sei-N,ices.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 dear of anE=
and all liens,claims,mortgages,security=interests,liabilities,charges,and encumbrances of
any kind.
32. COMPLIANCE WITH TAX YAWS
A. Consultant must, throughout the duration of this Agreement and any extensions, comph
Nvith 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 bort not limited to:
2019 PSA—Public Works Executive Coaching
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.
33. COMPLETE AGREEMENT
This Agreement,includling the exhibits,is intended both as a final expression of the Agreement
i-
beLwecu Mc a.ics,anis as a comnpi%tc and cxclusi i_` statem.ent lit the terms. In the eiient CII illi
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 bct\veen Exhibit A and Exhibit B,Exhibit A shall control.
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.
C OF TIS 1N.-Nov-kTrvE GROWrH SOLjJTIom,LLC
n
4A17.1- ' .A
B 'an ger,Pu 'c Works Director By:Authorized A ent of Consultant
2-1 (2.M 4= _ .4, 1
Date I Date
2019 PSA—Public Works Executive Coaching 12 1 1>
ExHlBrr B
Innovative Growth Solutions, LLC
February 22,2019
Brian Rager
Public Works Director
City of Tigard I Public Works Department
8777 SW Burnham St.
Tigard,OR 97223
Re: Executive Coaching Professional Services
Dear Mr.Rager,
Thank you for the opportunity to provide a proposal for executive coaching services.
IGS staff have extensive experience in delivering one-on-one coaching programs in both public and
private organizations. Recent clients include Portland Community College,League of Oregon Cities and
Nursingale.
We understand you need flexibility in the scope of work and timing to best address the needs of your
organization. We will work in partnership with you to determine how we can best support you as this
project develops.
Please consider this proposal to be a suggested approach to the needs that you have identified. We
would be happy to discuss any modifications needed. Our initial cost estimate provided in the proposal
may be adjusted to meet the level of effort required.
Sincerely,
f a J
i
Jeanne E. Nyquist and
Shirlene K.Warnock
Innovative Growth Solutions,LLC
www.innovativegrowthsolutions.com
WBE/ESB/DBE CERTIFICATION NUMBER:3979
2019 PSA—Public Works Executive Coaching 14 11' g
EXHIBIT A
SERVICES To BE PROVIDED
OVERVIEW
Consultant understands that the City's Public Works Director desires to engage in one-on-one
executive coaching sessions designed to support the Director in taking his leadership skills to the next
level. Consultant further understands that program goals will be set at the beginning of the coaching
program and re-evaluated at the end of the program.
For this engagement,IGS recommends the following;coaching process:
® The Cim's Public Works Director will complete a "Self-Assessment'' prior to the first meeting
with the coach. This assessment is used for goal setting and developing a work approach between
the coach and client.
• I l:e City will dri-e the process and sessions by using a"Coaching Session-agenda"which is to be
completed prior to each session. This agenda provides structure and accounrability-for the session
content,/outcome.
• At the end of e,,,m session, the City- and Consultant will do a quick evaluation of what
worked/didn't work. This action is critical for maintaining a solid-working partnership.
• Mid-way through the coaching program,Consultant and City will assess progress.
Consultant Provided Services
• 6- 12 one-hour confidential coaching sessions,over a three-to six-month period.
c Initial session is in person. The other sessions will be conducted either by phone or in person,
depending on personal preference and availability-.
o Sessions are conducted at a time agreed upon by participant and coach.
• Access to the coach in between sessions via phone and e-mail is included as a"check in" to share
a success or ask a question.
• Assessments as needed.
• Materials related to individual coaching program.
• A meeting with participant to assess progress at end of program.
Cost Estimate
Task Hours Rate Total
One-on-one Coaching Sessions - Cost Per Person
Conduct 6 to 12, 60-minute coaching sessions—over three to j 6 - 12 i �s1.7S $1050— $2100
six month period—including designing activities/practices and !
identif}•ing resources to support coaching goalk's) and
outcomes. Includes preparation and follow-q.
Assessment instruments rTKI and MBTI) -optional 1 51UQ $100
Total Coaching Program Cost Not To Exceed I $2200
i
2019 PSA—Public Works Executive Coaching
Contract Number
Scope of Work
IGS understands that Brian Rager, City of Tigard Public Works Director,desires to engage in one-on-one
executive coaching sessions designed to support the Director in taking his leadership skills to the next
level.
IGS further understands that program goals will be set at the beginning of the coaching program and re-
evaluated at the end of the program.
IGS Consultants/Coaches are highly trained and bring a blend of three disciplines—Leadership,
Management,and Positive Psychology—to the coaching partnership to focus on leadership
development.Through coaching,clients:
4 Gain a better picture of their individual and organizational strengths.
m Develop an ability to focus on what is important to them and their organization.
Create a better understanding of their vision and the strategies for achieving that vision.
IGS Coaches provide their clients with the opportunity to identify the skills that made them successful
and to learn how to leverage these skills to reach the next stage of their careers.
Through the development of solid coaching partnerships, IGS coaches offer an unparalleled degree of
structure and support for organizations and leaders.They empower leaders to see possibilities,establish
goals,produce results,and build productive teams.
IGS coach,Jeanne Nyquist,will be assigned to this engagement.
For this engagement,IGS recommends the following coaching process:
o Client will complete a"Self-Assessment"prior to the first meeting with the coach.This
assessment is used for goal setting and developing a work approach between the coach and
client.
• The client will drive the process and sessions by using a"Coaching Session Agenda"which is to
be completed prior to each session.This agenda provides structure and accountability for the
session content/outcome.
• At the end of every session,the participant and coach will do a quick evaluation of what
worked/didn't work.This action is critical for maintaining a solid working partnership.
4 Mid-way through the coaching program,coach and participant will assess progress.
Provided services include:
0 6-12 one-hour confidential coaching sessions,over a three to six month period.
o Initial session is in person.The other sessions will be conducted either by phone or in
person,depending on personal preference and availability.
o Sessions are conducted at a time agreed upon by participant and coach.
® Access to the coach in between sessions via phone and e-mail is included as a "check in"to
share a success or ask a question.
® Assessments as needed.
o Materials related to individual coaching program.
® A meeting with participant to assess progress at end of program.
Cost Estimate
Task Hours Rate Total
One-on-one oone Coaching Sessions - Cost Per Person
I Conduct 6 to 12,60-minute coaching sessions—over three to six 6-12 $175 $1050— $2100
month period—including designing activities/practices and
identifying resources to support coaching goal(s)and outcomes.
includes preparation and follow-up.
Assessment instruments(TKI and MBTi)-optionai 1 $100 $100
Total Coaching Program Cost Not To Exreed $2200
Authorization
City of Tigard Public Works Department agrees to the scope of work as outlined in the above proposal
dated 2-22-2019.IGS is directed to proceed with the scheduling as outlined in the proposal.Authorization
and commencement of above work requires a signed copy of this proposal. Change orders for work
outside of the scope of this agreement will be submitted to Brian Rager. Final payment for all work shall
be due no later than 30 days after the day of completion of each task outlined above.
Agreed To:
Authorized Representative
2019 PSA—Public Works Executive Coaching 16