Jensen Strategies, LLC ~ C190045 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
Contract Title: Council Goal Setting&Groundrules Number: ` �CJV VID
Contractor: Jensen Strategies,LLC Contract Total:- $8,165.37
Contract Overview: Consultant willwork with.City Council to formulate policy-goals for the coming
year(s) and build consensus around Council protocols that will guide the Council
during its next term.
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate M Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager. Marty Wine, City Manager Ext: 2486 Department: Citi-Management
TI•pe: ® Personal Svc ❑ Professional Svc ❑ Architectural Agr ❑ Public Imp ❑ General Svc
❑ Engineering Svc ❑ Other: Start Date: 1%25/19 End Date: 6/30/19
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Direct appointment:used in prior years for same service.
Account String: Fund-Division-Account Work Order—Activity Type Amount
FY 18-19 100-0500-54001 $8.165.37
FY
FY
FY
FY
Approvals - LCRB Date:
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.
LisContract Number� �
CITY OF i IGARD,OREGON
PERSONAL SERVICES CONTRACT
CfTY"C:OUNCIt,GROUND RULE AND GOAL SETTING
THIS AGREEMENT made sand entered into this ?3i` dad of januar-,2019 b+--snd between the C!'i!'�
of Tivard, a municipal co>rpotation of the State of Oregon, hereinafter called Ci.t;, and 'enseiz
`-trr teE;ic,, 1_l.t_', hereinafter called Consultant.
RECITALS
',`;11E REAS, the Cit,'s 2018-2019 fiscal year budget provide:: for services related to the: city council
Mound r.!les altd I-
o seta lg-proccss; and
N .'-E'REAS, ('in- h;ts need for the services of s.company with a parriccilar training,ability,knowledge,
And cxpc.-r1c11ce pusse.sse•d b. (.;r,nsultant, and
WIAERE`eS, City has determined that Consultant is qualified and capable of performing the
profession�d services af City docs hereinafterrequire, under those terms and conditions set forth,
' HEREFORE,the Parties :'Igrec as follows:
1. SERVICES T OBE PRONIDED
Consultant shall initiate services in,tnedititch upon receipt of City's notice to proceed together
vvitll an cNecuted copy of this A reemesit. Consultant agrc es to cornpletc miork that is deta.ilyd
in l xhibit.; and br this rcfercncc made:a part hereof. Any and all work assigned by the City
will he cmitaine.d in subsequent scope of vvo►rk as needed
'j. E FRQT-A-VE I)KIM A:11413 DURATION
Thi.- lgrectnent shall become effective upon the date of execution, and shall expire, unless
otliem,ise teriiiinated or extejided, cin Jtane 30,2019. .111 work under this Agreement shall be
completed prior to the expiration of this Agreement.
3. CQ.& P ENSA'T..>1QN
The Cit, agrees to pay (.;onsultant in accordance with the fee schedule outlined in EI�Ebit A
for performance of those services described herein and in any subsequent ag;rcements that
arise from the work tinder this ,1g;rectnent. The total amount paid to the. Consultant by the
C'it_7• shall not exceed Fight Thousand One Hundred Sixtv--]Five and 37/100 DOB=
(11(8.t 65.37) if all tasks are completed. .1ny and all payments made to the Consultant shall Im
based upon the following;applicable terms:
A. Payment:by City to Consultant for performance of services under this i\greetnent includes
nsc:s incu.1red by Consultant, with the exception of expenses, if any identified in
all cNpe
this.Agreement as separately reimbursable.
B. Pa►ntent v.il.l bc: made in installments based on C011Sultant's uiv°oice, subject t:o thu
approval of the ( ity itilanag e:r, or designee, and not more frequently than monthly.
P.i.vnivnt shall be trade: onh for work actually completed as of the: date of invoice.
C. 1' ,,tnenr by Cin- shall release City from any further obligation for pa ,n-unt to Consultant,
for sc:rvic:c. ,-)crformed or expenses incurred as of the date. of the: lnL, .,icc. lla,.-near ,ball
not be considered acceptance or approval of any-,vork or waiver of:,111 do fects therein.
D. Consultant shall make: payments promptly, as due, to all persons supplying labor cr
materials for the prosecutioi-f of flim work.
i E. Consultant shall not permit any lien or claim to be filed or pi-Osccuiiced .against rhe: City on
, , account of any lahor or material furnished.
F. Consultant shall pay to the Department of Revende all sums withheld from emplo}ens
pursuant to ORS 316.167.
c:. 1£Consultant fails, neglects or refuses to make prompt pad rnent of anv than for labor car
seri-ices furnished to Consultant or a subcontractor by ani-person as such cl.^.inl bcci>mes
due, City's Finance Director may pay such cl.-t.im and charge the amount of the pa�.menr
against fiends due or to become due. the Consultant. The paynier.ii of the claim in this
manner shall not relieve Consultint or their surety from obligation tion with respect to at11
unpaid claims.
H. Consultant shall. pay employees at least time and a half pay for all overti.me worked in
excess of 40 hours in any one week except for indi-.duals under: the contr lct vvho ars
excluded under ORS 653.010 to 653.261 or under. 39 l_'SC, sections 1-01 to 'NO from
receiving n%c:rr:illle.
I. Consultant shall prompt],.., as clue, make payment to any person, co-partnership,
association��r corporation, furnishing;incxlic:al, sur_g,1C.1l 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 pav for such services and all moneys find sums which
Consultant collected or deducted fron-) the wages of emplr.iy res pursuant to any lmv,
contract or agreement for the purpose of providing,or paying;for such service.
J. `I'lu City, certifies that sufficient funds are .n ailable and authorized for expenditure to
finance costs of this contract during; the current fiscal year. I'11'1dint-1 duri.Ilg future Fiscal
years shall be subject to budget approval by`I'igard's CIt} Council.
4. OWNERSHIP OP WORK PRODUCT
Cir1- shall he the owner of and shall be entitled to possession of any and all work ptoducts of
Consultant which result from this agreement, including any computations, plans,
correspondence or pertinent data and information gathered by or computed by Consultant
prier to certninat_iein Of this lgteeni nt by Co llsultant or Upon completion of the work
Pur.:sua.rit to this Agreemunt.
2019 PS 1—Cit}Council('round Rules and Goal Setting 2 1 i' ; W
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5. ASSIGNM?;TSCl/DELEGATION'
Neither part% sh-A assign, subla or transfer any interest in or clue- under this Agneemcut
without the written consent of the other and no assignment shall be of any force or effect
Whatsoever uillcss and until the other part\ has So consented. if City agrees t-) assigilillellt Of
task-, to ,i subec►nt-r:-cct-, Consultant shall be fully responsible for the acts or otnissions of any
subcontractors and of all persoas employed 1)v them, and neither the approval by City of any
:subcontractor-nrn anything contained herein shall be dectnecl to ere-ate any, contrac_rtl,ll relation
bcrwee-n the.stibc ontractor and Citv.
6. STAT`kTS t i-7 CO'NTSUM ANT AS INDEPFiw DEN111 CONSULTANT
Consultant certifies that:
A. Consultant acknowledges that for all purposes related to this; Agrecment,, Consultant is
and shall be deemed to be all independent Consultant as defined by ORS 670.600 and not
an emplop- c of City, shall not he cntided to beTlcfits of any kind to which an enlplcm- e of
Cite iF entitled and shall be solely responsible for all pay rents and taxes tequirc:d by lax.
Furthermore,in the event that C.ollsultant 1S found by a court of lav or any administrative
agency to be an employee of City for any purpose, City shall be entitled to offset
compensation.due, or to do nland repayment of any amounts paid to Consultant under the
rc:riils Of gills Agreement, to the full etitent of any benefits or other remuneration
Consultant teccivc.s (from City or third pari.•) as a result of said finding and to the full
extent:of any payments that City is required to hake (to Consultant or ro a third party) :;.s
a.result of said finding.
B. The undersi ;iicd Consultant hereby represents that no .-jnpk-)vcc of the City, i)r any
ljartner.,hip or corjxoration in ,N-bich a City employee has an interest, has or -Neill tec.eiv
any, remuneration of any description froill C'011SUltallt, either directly or indirectly, in
connection with the lerililg or performance of this Agreement. except as specifically
declared in writing.
If this payment is to be charged against Federal funds, Consultant certifies tllat he/shc is
not currentbF employed by the Federal Gocernint.nt and the amount charged cls-)es nOt
e�:ceed his or her normal charge for the type of service provided.
Consultant and its employees, if any, are not active nletnbers of the Oregon, Public
Employees IZ.ettrement System and are not employed fora total of 600 hours or more in
the calendar Year. l.TN- ank- public employer participating in the Retirement System.
C. Consultant shall c.sbrain, prior to rhes execution of any performance under this Agreement,
a City of Tigard Business License-. The Tigard Business License is based on a calendat
veat with a December 31st cxpiration date. New businesses ope+•at-ing in`figard after June
30th of the Curl-Cnt year will pay a pro-rated fee though the end of the calendar tear
D. Consultant is not an officer,e nployce,or agent of the City as those terns are a ed in ORS
30.265.
20.19 PSA- City Council Ground Rules and Goal Setting; 3
i. I1NIDEMNI>FIC iTION
Cita- has relied upon the professional _ability :and training of Consultant as a material
inducement to after into this Agreement. Consultant represent,,: that all of its work W111 Ix:
performed in accordance ttrith c enendl5 accepted professional practices and standards as well
as t:I}.c teslu.ixetnent:: Of applicable federal, state and local latus, it being und,rsrood that
acceptanc(, of a C;onsultanCs work b City shall not operate as a waiver or release.
(_CtalSUltant a;�rces t�..) itldem.nify and defend the City, its: offics:rs emplcxecxs, .ic;cnis, :and
represcnrarit CS and liold them harmless from any and all liabihoT, causes of act hon, ci•..inns.
.os.:cs, dannages, judgirients or other costs or expenses including attonie;'s fees and witness
cost::z at Doth trial and appeal level,whether or not a trial or :appeal ever,tikes place including
:an hearatag beforc federal or state administrative agencies) that rias; be asserted byany person
Or entity which in any chat• arise from, during or in connection with the perfoirri ance of the
work described in this contract, except liability arising out of the sole negligence Of the C':iiv
and its employees. Such indemnification shallalso cover claims brought against the CM uncut.
state or federal worker's comperasrtion laws. If any aspect..of this indemnity,shall be found to
be illeg
al or invalid for any reason Zvhatscaev ei, such illegality or invalidity shall not affect t-lay
wilidit� 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 directlt
or indirectly out of Consultant's activities or work hereunder, including the operations of its
subconti actors of any tier.
The policy or policies of insurance naaint tined bt the Consultant shall provide at least the.
Following limits ,atad coverages:
A. Commercial General Liability Insurance
Consultant shall obtain,at Consultant's e-.pense,and keep in effect during the term sof this
contract, Comprehensive Gencral.Liability Insurance covering Bodily Injury and Prolxrt�
Damage on an "occurrence" form (CG 2010 1185 or eduivaaletat). Phis coverage sh 11
include Contractual Liability itisurance for the indetr city provided under this contract.
The following insurance will be carried:
Cove_ag u I -mit
C_,e_tieral. Ag,g egatc 52,000,000
Products-Completed Operations Aggregate .2,000,G(lU
Personal & _Advertising Injury `-1,000,000
Each. Occurrence �i,(1(ttl,tlilt.►
]:`ire Damage (Any one fare) 550,000
B. Cornmercial Automobile I_nsuranc_e
Consultant shall also obta.in _
., ar c ;onsultant's expense, and keep in effect durum; the term
of the. contract, Commercial .Autot:nobile Ltat)il.ity coverage including coverage for all
.snraed, hired, and mon-owned vehicles on an "occurrence•' form. The C;ombin,:d Sinirla:
Limit per occurrence sliall not be less than :52,000,000.
20i9 1.'S:\—City Council Ground Rules and Goal Setting 4 � .
If Consultant uses a personally-mvned vehicle for business USC unc(et this contract, the
G'Mnsultant sht�ll obtain, at Consultant's expense,and keep in effect during the term of the
c �ntrict,lni�iness :auuonuabilC liability coverage for all owned vehicles oti an "caccurrcalc.o',
forin. 'the Combined Siilt;lt' l.iinit per occ..urmnce shall not be less than `2,()00,000.
C. cora 'ensaicis.0 €Ynsurancs'
'1111 C':msultant, its subcr.►ntracrors, if any and all employers pr(widing, work, labor, or
inatetrials under this Contract that are Fubject emplovers under the Orcf,c,n Workers'
Compensation .T._<au shall comply with 0125 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law For all their subject workers.
Out-of-state er ploycrs must provide Oregon workers' compensation cnveral;e for their
workers who work ata location within Ore,;otn for more than 30 clatis in :a calendar
}c.ar. Consultants -who perform work \\-ithout the as.6sr^rice or labor of any ernploykx
need neat obtain. workers' coinpens_aLion coverage. All non-exempt erriployer, 'Mall
provide I',tnploycr's Liability Insurance xxith coverage limits of not less than Sl,000,000
::ach accident.
13. ..dda.#iof'tal Yrilured i rovidmn
All policies aforementioned, other than Workers' Compensation and Professional
I...iability, shall include the CM its officers, employees, agents and representatives ns
additional insureds with respect to this contract.
E. In pran.cge Cama Ratint;
Coverages provided by the Consultant must be underwritten by an insurance coir pain%
deemed acceptable by the City. All policies of insurance must be arritten 'r,- conip;ifi-R's
having an Rest rating of"..1-VII" or better,or equivalent. Me Cite•rescxwes tile.right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
F. Sel+l:Iresurartce
The t_:ity understands that some ConsultantF, mai self-insure for business risks and the
City will cc:ain .ider whether such self-insurance is acceptable: if it meet.,:, the minimum
insurance.requirements for the type of coverage required. If the Consultant is self-insured
for connmci'cial general liability or automobile liability insurance the Consultant inust
Provide evidence of such self-insurance. The Consultant must provide a Certificate of
IilSttrMICC. showing evidence of the coverage amounts on a form acceptable: to the City.
The City resen—es the right in its sole discretion to determine whether self-insurance is
adequate.
G Certificates of Insurance
A,, evidence of the: insurance coverage rcqu fired b • the contract, the Consultant shall
furnish a Certificate of Tnsurance to the City. No contract shall be effective until the
required Certificates of Insurance have been received and approved by the City. 7"he
c .rtificnte xvill specie and document all provisions within this contractand include a copy-
of Additional Tnsured Endorsement. 1 renexval certificate will be sunt to the below
address prior tea co\erage cspiration.
2().9 PS rl—City Council Ground Rules and Goal Setting 5 1. 1' i L! },
if. Inde endCrit ConSuus
The service or scmices to bee rendered under this Cotltract- are thos.., of an independent
C c,nsultant. Consultant is not an officer, employee or igenr of the: (:ir% o�s those uritis arc
used in ORS 30.265.
1, Prim.aav CQveraZg Clariticdtian
parti.cs agree, that C;onsuhatnt's covera;e shall be prlll ata to tine e:\te►lt porin.i tcd 4,:W
law. 1111C partll-s further al;rec that other insutatace tlaaititained by the (:itA- is excess and
not c ontributorr insurance With the insurance .requires!in this s�ctiotl.
J. Cross-Liability Clause
cress-liability' clausee or separation of insureds clause xxill 1).: illcluc)t t) in all general
liability, professional liability,pollution and errors and oinis,10118 policies required by this
corlrr.lct.
A certificate in fOrtn. satistactoty to the City certifyi.no. to tile issuance t>t such.. insu,anct: �c.ill
be fonvarded to:
City of Tigard
,1ttn: Uontrac�s and Purchasing Office
3125 SW Hall Blvd.
Tigard, Oregon 9-223
,kt the discretion of the City, a copy of each insurance pohcv, certified as a true copy by an
uthorized representative of the issuing insurance company may be required to be fomurded
to the above address.
Such polick's Or certificates must be delivered prior to commenecmc.:nt oi-, rllc: work. The
procuring of such required insurance shall nor be construed to limit Consultant's liability
h(�reunder. \otw1tlns1andinr,said insurance,Consultaur shall be obligatcd for the too amount
of any damage,injury, or loss caused by nc;gligence or neglect connc::ted with this contract.
9. MET HOD &PLACE OF SIJBMIT'T!, TG NOTICE, BILES ANT) PAfVAIEDT T S
All notices,bills and payments shall be made in writing and may be given by personal dc-liverv,
mail or by fax. Payments may be made by personal delis cry,mail., or electronic transfer. The
folloxving addresses shall be used to transmit notices, bills, p�nmeiitr., and other information:
.--+. LLC
_ Nfar4 Wine, City plana >er. Attn:�Vrrik.�Jensen
address: 13125 SW flall Boulen and Address: �, t-
'Tigard. Oregon 9?''?
Phone. (503; r 18-2486 Phone: (503) 30;-8020 J v
Erna_l: L* c7 :i :lri r. .,:�4- Einail
�. .�_. ....a,..,._ ..=.:.�.._�.._.,-...�... : �'1•twr f,e
and m-lien so-, addressed, shall be deemed given upon deposit in the United States mail,postage VVh a� �
prepaid, or hen So fa.,cd, shall. be deernt:d given upon successful fax. in all other instances,
�-
notic.:s, bills and payments shall he dccrned given at the time of actual dehN cry.
Changes may
2019 PSA—Citi$Council Ground Riles and Goal Setting "
6j ,
be made in rhe natnes and addresses of the person to who notices, bills and payments arc t:c)
be givevi by giving w6tten notice pursuant to this paragraph.
10. 1N-1:SRGER.
This v:riting is intended both as a final expression of the; _\grcetnent between the parches vrith
respect to the .included terms and as a complete and cMclusi,-e st.trcnhent.Of the terms of the;
Agreement. No mcidificatie>n of this Agreement shall be Jfc.ctive unless and until it is made
X. writ to n.nd sig,.ned by both parties.
11. PROFE yS1011-J UL"S RVICES
The City requirt:s that services provided pursu►int to this agreement shall be provided to the
City by a Consultant that does not represent clients on marc rs contrary to City: interests.
Further., Cory ultant shall not c:nl;age services of an act>rney tnd;or other professional who
individually, or through members of hi: !her Same firm,represents clients on matters contrary
to City interest`.
Should the ConsLiltant represent clients on shatters contrary to City, intere is or engage the
scrAlWes c111 An att(MICN, andi/or other professional. Who incliyiclu;tll;', or tlltocIgh tnembers of
his/her same firm, represents clients on matters contran to (:It',- interests, Consultant shall
consult with the appropriate C:it<, represcntatix e regarding, the cn,l}lict.
\feet such consultation, the Consultant shall have seven (7) days to eliminate the conflict to
the satisfaction of the Ci.q. If such conflict is not eliminated within the specified time Verio d,
the agruetnLtlt mat be terminated pursuant to Section 13 (li) (3) of this agreement.
1 . "EF.1'�111,kT 1` N Vi�'I""HOUT C�'JUSE
V any tithe and without cause,Cite shall have the.right in its sole discretion, to terminate this
ATreenlc.nt by giving; n��ticc tc> Consultant. if City tertnili;tes One conrc,lcr pursuant to this
paraz raph,it shall pat Consultant for services re-ndered to the date. (.)f t�:.rnt.in ttioti.
1.3. T ERM1T'4AT.�ON WITH CAUSE
A. City mai tetnihiate this Agreemeait effective upon dclivery of\vI-itten notice to
or at:such later date as mal; be established by City,under am of the following conditions:
1} I# Cltv funding f frorlh £scleral, state, local, or ether sources is not obtained and
continued at levels sufficient to alkm, for the purchase of the indicated quantity of
services. '111.is Agreement may be uhodificd to accommodate a reduction in fiinds
2) If federal or state res.relations or guidelines are modified, eh-ngcd, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
Ibis A&rc:c_tneitt.
3) Han.c license or certificate required by law Or regulation to beheld by Consultant, it,�
subcontractors, agents, and employees to provide the services required by rhic
%greumcnx is £(.w ani reason denied,revoked, or not renc wed.
4) It(-onsulta.nt becomes insolvent,tt 4 011.1I1tftry or inVOluntary petition in bankruptcy is
filed by ()r. against Consultant, if a receiver or trustee is appointed fur:Cotlsc►It lnt., or if
there is an assignment for the benefit of creditors of Consultant.
2019 PSA--City Council C,round Rules and Goal Setting 7 � '
An%-such tcrn•lination of this agreement under paragraph (A) shall be wii hoot prejudice to
any old tgations ol:lial:)tlitles (if ext.ber party already acCI.-Lie l '1 nor to such wrtntl]:ltlon.
R. Cit,,, b1 \vritrcn notice (if del'tilt (including breach of contract) to Consultant, may
rerminatc• the whole or any part of this Agrt:ement:
1) if Consultant fails to provide service, called for by this a, cement xvithilli the tittle•
specified herein or aixy extension ther`of, w-
-2)
r?) if Consultatu f=.s to perform any of the ether pro6sion., of this 19reti•1Ilc'nt. ,,, SO
fails to punsue the Work as to endanger pert.or..mance of this apy(Vment in accordance.
Nxdth its terins,and after receipt of written notice;from C;it,,,fails to correct such failures
within ten (if)) days or such other period as Cite rnae .etlthorlZe.
3) If Consultant fails to eliminate a conflict as described in Section 1.1 of this agreca ent.
The rights and remedies of City provided in the abovoa clause .r,_l.ltccl to defaults �includin�;
breac.li of contract) In• Consultant shall not be exchlsiv:: and are in addition to including
ether
rights and remedies provided by law or under this Agrecmcnt.
If C:ity tertninittes this Agreement undi�r paragraph (li), Consultant shall be .Intitled u,
rccelve as full payment felt all ~enviers satisfactorily rendered and c�:penscs incurred, an
amount which bears the same ratio to the total fees specified in this ,°igreetnunt as the
sc.mices satisfactorily rendered by (-., nnsultant bear to the, total servicff orher\vise required
to be perft)inied for such tot;tl fee; provided, that there shall be deducted from such
amount the amount of damages, if any, sust-,ined b,. (.,itN- due: rO bre.lcll cif contract by
Consultant. Dama s f()r breach 4 contract shall be ghost. allourc-d I)% Oregon
reasonable and nece ssaii4 -atorney fees, and other costs of litigation at trial and upon
appeal.
14. ACCESS TO R;COIRDS
C,ir% ;11-111 have access to such book% documents, pipers and rc:c:ordti' of Consultant as arc
directly perrine'nt to this Agrertnent i()r the purpose of making, audit, c_.anunatiori, excerpts
and transcript .
15. FORCE "IA EURE
Neithcr. City nor Consultant shall be considered in dCfac,l.k hec.s,.1 c of:ttty dela-s in completion
and responsibilities ltcmurnder due to cause:, beyond the control ;nnd without fault or
negligence on the part of the: parties so disenabl.ed, including but not restricted to, :an act of
Clod ur of a public enemy, civil unrest,volcano,, earthquake, tire, flood, epidemic, quarantine
restriction, area-vide strike, freight embargo, unusually severe weather or delay of
subcontractor or supplied due to such cause; provided thaE the parties so clisen:tbled slta.11
t-vithita ten (10) days from the beginning of such delay, notify the other party in writing t,r the
cause of delay and its probable extent. Such notification,shall not be the basis for a claim fur
additional ccztxnpensadon. L.,ach party shall,however,make all reasonable to renr„v or
eliminate such a cause of delay or default and shall, upon cessation Of tht c.luse, diligentl1
pursue performance of its obligation under the skgreement.
2019 Pl,�h—City Council Ground Rules and Goal Setting 8 � '
16, NON-WAIVER
'!lie failure of City to insist upon or enforce strict performance b: Consultant of any of 0w
terms of this Agreement or to exercise ani,
rights hereunder should not. be construed a,� a
waivc:r or relingvish.ment to any extent of its right:; to assert or rely upon such times or rights
on anx future occasion.
'17. NQN-D1SQRT.jyalrT G 4
Consultant agrees to compl with all. applicable requiter tints of federal and state civil right's
and rehabilitation statutes, rules, and regulation.-. Consultant al;o shall comply with the.
Americans with P..isabilities Act of 1990,ORS 659:1.142, and all rcgubatlons and adti-iinistt ative
rules established pursuant to those laws.
18. E R JRQ R S
C011SUlNnt shaall perforni such additional work as may be necess�trt• to correct errors in the
v,ork required under this Agreement without undue delays and without additional cost.
19.
Only the Project Manager for this Agreement may authc.,rize. extra Viand/or cb,,mge)
work. Failure of Consultant to secure authotization for extra x.ork shall cr,nstiture a w'alvl I-
of all right to adjustment in the contract prig: or contract time clue, to such unautholizcd extra
work and Consultant thereafter shall be entitled to no conlpen iatinn wbatsoever for the
perfortnance of such work.
20. `NARR_.''tNTIES
11 work shall be guaranteed by Consultant isultant for a period of one year after the date of final
acceptance of the:work by the (w.-ner. Consultant warrants that all practices And procedures,
,workmanship and materials shall be the best available utticss otherxe i::e x;pecified in the
profession. Neither acceptance of the work nor payment therefore shall rclievv Cionsulm-it
from liabihtI.. under•warranties contained in or implied by this Agreetncnt.
21. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties; agt-ec:
tlz,:tt the losing shall pay Ouch sum as the court mai .tdjudgc.reasonable attorney fees and
court costs. melt.di.ttg atttc>snc� e fees and cattrr costs c.m appeal.
22, GOVERNING LAW
The prc,X-i.•ie,tts of this .1p-1-cement shall be construed in accordance with the provisions of the
lays of the State of Oregon. Any action or suits involving ani question a sins; under this
Arc em.ent must he brought in the appropriate court of the State of C)rcjgon.
23, 0-10 CE G_F_LAW,VENUE
The provisions of this Agreement are governed by Oregon lain. 1"e11Lic xvill be the State of
Oregon Circuit Court:in N ashington COLInty or the LS District Court for Oregon, Portland.
24. CO diPLINNCE iX TTH STATE AND FEDERAL LAWS/RULES
Consultant shall comply xxith all applicable federal, state and local laws, rules and regulations,
including, brit not limited to, the. requirements concerning;working hours, overtime, medical
2019 PS._1---City Council Ground.Rule, and (;crtl Setting; 9
care, workers compcnsati€atr insurance, health care paN ttu nts, payni ;ass to employees and
subcontractors and incornc:ta,�withholdi:t-ig contained mi CARS Chapter,;2c>.A,.1_7913 and :'"C,,
the provisions of which are hereby made n part of this agmement.
CONi,LIcr BETWE.E.I l TERlY-iu
It is turther expressly agreed by and between the parncr; hereto that should there be -my
.:er.li,icl lx t:c een t.hr. t+.rtiis Of tlii:; iu trumr nt in the.. proposal of the contract, this instrument
;hail cc>n.t-1•(.)l :inti nothing herein shall be considered a.; sin acceptance of die said tertxi of said
pre}p;�sal conflicting herewith.
26. jAJIDI
Consultant shftli maintain records to assure conforinanc-C sc-ith the renin::and c:onditions of rlti,
Aerrcenmetnt,and to as.aure;adcquate I)crf(-)rmancc and acectrate e:q)enditures within the contract
period. Consultant agruezi to permit Cite, the *tate: of Oregon, the federal go crnmcnt, or
their duly authorized representatives to audit all records pertainin,, to this Agrecmc tit to assure;
the: accurate expersditure of funds.
27. SEVERABILITY
In the event any
provision or pcsrtic>cn of this Agxc ement is held to be uveas e+t viable car izas slid
by'111V court of competent I-Lidsdiction,the<<alidie�,r oft:hc- retnuiiniti` terms and p-covision;shall
nut be affcctcd to thr extent that it did not mater alty affect the intent Of tllc: palate;:",when
entcred into Clic agrectne.tnt.
18. CONL'+1 a Il".NS U)F iU PI°LYING A PUBLIC NQEI;?Q,'
When: applicable; eflo-must make payment promptly as due to pars stn.; supplying`otn;ultant
labor or materials for the execution of the work provided by this order. Consultant shall not
permit any lien or clot m to befiled or prosecuted a rain t l3uve:r or airy :ubd.ivislon of Cir,' on
accou.ttr of any labor or matellial to be furnished. Consultant further a;xces to par to dic-
Departracnt of Rev,enuc:all sums withhed from e:inployce:s pursuant to ORS 31 ti.167.
29., HOURS O�LABO-K
I.f labor is perfortne:d under this order,then no person shall be employed for nnore than Fight
(S) hours in any one day, or fest, (40) hours in.any one week, except in cases of neces utv. c,t•
emergency or wh..re the public policy absolutely requires it, and in such ca.,es, e-:ccpt cases of
contracts for personal services as defined in ORS 279.ik.055, the labor shall be paid at least
time: and a half for all overtime in excess of eight: (ti) hours a d,y= and for all work performed
cin Saturdav and on any lec al hoslida%,s as tinccificd in ORS 3790.540. Iia cases of contracts for
personal si:rvlces as defined in ORS 279A.055, any labor shall bc:paid at least time and a Half
for all hours worked in excess of forst, (40) hours in any one week,,except:for those:individuals
excluded under URS 653.010 to 65.3.260 or under 29 USC SS 201 109.
:30. MEDICAL #TC E ALNDi WORKERS' COM ENSATI ON
Consultant shall promptly, as due, make payment to any person, co-partnership, :i�sc►ciaticyrs
or corporation, furnishing medical, surgical ._nd hospital care or other needed care and
attention incident to sickness or injun,to the employees of such Consultant,Of all sums which
the Consultant agrees to pal- for such services and all moneys and sums which the:Consultant
2019 PSA—City Council,Ground Rules and Goal Setting 10 � !'
I
collected or deducted from the wages of the employees pursuant to anv law, Consultant
agreeinent for the purpose of prat iding or paving for such sen-ice.
31. IREPE,S NTATI:'3NS AT'-..TD`-A:ttRANTIES
Consultanc represents and-\<arrants to the City that:
A. Consultant ha, the power and autbority to enter into and perform this Agreement.
:13, This Agreement, whets cxccutcd and delivered, is a i:-did and binding obligation of
("c�n�ulra:nt, c•-nfr,rcx•alhle n accordance Nvith its terms.
C. Consultant: (to the best of Consultant's knowledge, after due inquiry), for a period of no
+ fe-,—er than six calendar years (or since the firm's inception if less than that) preceding,the
effective date of this ..agreement, fsutl.ifully has comphed,,vith:
l!) �U tn\laws of this state, inc.hidine'r but not limited to ORS 305.620 and ORS chapters
316, 317, and ;18;
1) kny- tax pro-visions irnposcd bq a political subdiv-inion of this state that applies] to
Consultant, to Consultant's ptapc_rt}, (verations, receipts, or income, or to
Consultam's 1wi-fi,rnnance of or compensation for any work performed by Consultant;
3) .tt,., t:rx. provisions imposed by a political subdivision of thi, stare that applied to
Consultant,or to g;oods,services,or property,whether tangible or intangible,provided
by Consultant; and
4) :any rales,re,gidations,chart r provisions,r,r ordinances that implemented or enforced
any of the for(:goiny t:tx lavtis or provisiOns.
D. _ins intellectual ptoperty rights or such deliA-e:rcd to the City under this iagreement, qnd
C;onsultant's services re tidere:d 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, t:nodification, or assignment, and shall be frec and clear of any
and all liens, claims,mortgages, security interests, liabilities, charges,and encutribrancc•s of
any kind.
32. COh,TPLI ,NLr VrV='?H's."AX '..AMS
A. Consultant must, throughout the duration of this Agreement and any extensinns, comply,
with all to:K latus of this state and all applicable: ttx laws of any political subdi-vision of the
State of Oregon. Yor the puilloses of this Section, "tat: laws" includes all the provisions
described in subsection 25.C. 1) throu`;h 4) of this Agreement.
B. ,any violation (if subsection A of this section shall consrittrtc; a plaiteri.al breach of this
1 ?�eimVnt. further, any violation of Consultant's warrant-, in subsection 25.0 of thi`
\grect:raent,that the Consultant has complied with the tai.; laws of the State of Oregon and
the applicable t'IY.haus of any political subdivision of this state.:also shall constitute a material
b-c:ac:h of this.:agreement. arn,violation. shall entitle. thc Cite to terminate. this _a.greemcnt,
to putsLiL and recover any and all damages that arise from the breach and the terniination of
this A,;rccmc:nt,and to pursue am or all.of the remedies available under this .\s=,re4tnen t, tit
lnw. Or in equity, including but not limited to:
'2019 PS.+1 -Cicn Counrd Ground Rules and C:;oal Setting; 11
i
i) l ernlln:atiol7 of this_agreement,in ivh.ole or in part;
2) l xercise of the r hr of setoff, and witltllold ng of amounts otlaerwisc Ju(,and cmritn4
to Consultant,in an amount equal to State's setoff rig*,ht, without,p(.nalty;:incl
3) Initiation of an action or proceeding for damnges, specific ;performance, decl:an oro
or injunctive relief. The.C:itV shall be etltitled to recover any and all damagos suffered
as thc: result of Consultant's breach of this :Agreement, including l+ut not ht`sited to
direct.indirect,incidental and collwegUendal d llll.:tk .'s costs of cuty,and costs inc:utrcd
in securing a replacement Consultant.
These rennediYs arc cumulative to the extent the remedies are not inconsisteut, and d),.- City
may pursue any retnedy or retnedi.es singly, collecti�-c.:ly, su.ccc::;ci�clt, r►r its .ua\- order.
,.h:at'-,0C c°r.
33. CQMPLETE�kGREEMENT
This_.greement, including the exhibits, is intended both as a final e::pres,icm of the -,agrecmcnt
behv en the Pardon and as a complete and es-dusn a sto.tenieni of the term,-. In the event of an
inconsistency between a provision .in the main body of the Agre:ctilent and a provi,icm in Vi,c.
Exhibits, the provi�.ion in the main body of the Xgrcernent shall control. In the c•k ent of an
i..sa.consisterac bem-een Ed—libit A and I'xhi.lhit B, F.Aiibit,A shall control.
Consent,tnoclification,or change of terms of this Agreement shall bind either p trv.)
unless in writing and sued by both.parties. Such waiver consent, modification, or change if
made, sh:atl be effective only in specific insvinces and for H-u- specific: F,urpose"Wen. There are
no Understandings,agrc:etnents,c)r representations,or;cl or\c rit.te n, not sp.cit_Ic-d herein rtgardin€
this .Ngreen oit. Ccttlsultant, bI the signature of las authorized representative., hereby
:.tel nowledgel that he/shc has read this Agicemcnt, uttderstands it and .agrees to be bound l)•:.
its tonus and conditions.
IN WITrTESS NVI-IEF:E(DF, Cite has caused this Agreement to be c-%ecuted by its duly :authorized
undersigned officer and Consultant has executed this Agreement on the da tc hereinabc x-c first wrincn.
CITY of Tj IiGARD JUNSEN STRKfEGIES,!L--
By:
;By: 1a:-ty Wine, Citi- 'Manager. Bv: Autho cd Aent of Consultant
Date ,Gate
2019 l?SA—CitN-Council Ground Rules and Goal Setting 12 ;'
EXHIBIT A
t, SERVICES"Aro BEi PROVIDED
IEW
Consultatlt.'s approach for the Tigard Clt%- Council g=round rules and goal setting process is designed
to build cortsenstl5 around the priticiple-, and protocols that will guide the Council during its next:
terns, as well as delincate a set of conirnon policy goals to provide a framework for the C=ouncil's
policy-makitng efforts going*,forward. 'the proposed is designed.to:
• Idendf� c.ominon p(-)lic,. priorities and goal:, for the Citi Council.
• Deftne ni.uttiei expectations of Councilors and a'rTe. upon Cffictil e rncans of teanx collaboratio i
and communication.
• Reinforce an ongoing, construcri •e, and productive working rebtlonsllip among the Council and
the management term.
Participants xTill enfage in t-,vo facilitated events: City Council. C_iround Rules Workshop and Citk
Council. Coal.Setting Retreat. :1.s desired by the C;ity, principal managers and key staff wlil attend the
cN-crlts to serve an .informational resource . This will also ensure that leaders from across the City
organization will understand rhe context and intentions underpinning the Councils adopted
thereby- enabling therm to more effecti--ehy fulfill dle Councils policy intentions.
1`olloNving the v•orkshop and retreat, the: Consultant will provide the City with a summary report
capturing the ideas and discussions from the above process and the de=cisions reached.
PR's EC 1 SCOPE
Task A: }'?L�
To beg=in the project, the Cem..ultanr shall meet in person with the City- Manager and atil, other key
staff to refine the scope of work and tirne..line,discuss expectations,and obtain additional background
information. Subsequently, the Consultant shall provide the client with a final scot . of work and
timeline.
Deliverables: In-person start-up meeting; with. Citi- representativcs, final scope of work and
rintclinc.
Task 2: Stakebalder Intervin.ws .Prior to February 6,20191
In preparation for the workshop and retreat,the C:nnsultant Will conduct backg=round intervic-a-s kvirh
all members of the City Council, the City Manager,and the Assistant Ciry Manager. Interviewees will
be asked about their iyorkshop/retreat expectations, infoiniauon needs, and current assessments of
the Ground Mules and Council Goals, as well as ane preliminary ideas for chang=es. The inter.iews
Xvi.11 also solicit general perspectives on the organization's attributes, challenges, and opportunities.
Interviews will be conducted in person if possible and Summarized as needed to assist-with facilitation.
The C:onsulunt will be responsible for scheduling the. interviews. L-pon ccmzplctirm, the Consultant
-,trill disctlSs the result:; of the interview's with the Cit; manager to assist with retreat planning.
's-elivTerables: liackijrc�und interview,,with up to seven (7) participants. Discussion of interview
findings with City Manager.
20'19 PSA—Cit-, Council Clround Rt.tles and Goal Setting 13 � 4:`
Task 3: C,i.t37 Council Ground Rules WorIAhgI) (Febrttaa 13,2019).
'Tile shall facilitate r\ o-hour workshop to establish the Council C3round Rt=1cs foo- k".
c01,31izng term. Building upon feedback gathered during;the irter,Tiews,participants will be led th:ou�.rh
a discussion of dee turnction thoT of the current rules, and will be guided toward consensus on an\'
r�+cc ss:tr, Of applicable changes thereto. The meeting will also include assignment of council liaison
a.F,rfgrnaxnents. The goal of the wcukshop will he to build consensus around a common set of ground
rrtic:s that«-:ill providc the foundation of the Council'-procedaws,communication practices. .Ynd staff
In preparation for tb-e retreat, the Consultant shall work with the Cit N.lsatt;ager and Mayor tc i develop
rhe agenda, for.inat. background materials, and make any I(vvisrical arr"!ngetnents (,:.g., audio/visual,
room set-up, c:tc.)_
Deliverables: Dex-.•Iopnt4nt and printing of any applicable workshol, hIsnclOuts. (Facilitation of
one tvvo-Hour City- Council Ground Rules Workshop.
`s"ask 4: Citer Council Goal Setting.Retre-at Februa v 12 2019
the Consultant shall facilitate a three-hour workshop to establish Cin- Council (ioals for the coming
term. llsf? building upon the fcedback gathered during; the intervicw phase, particip.-ints will be
presented with a general synopsis of their assessments of the current goals, and any preliminary ideas
for changes/improvements. The Consultant shall lead the }croup in a systematic fashion from ;t
discussion of general principles to a coalescing; of distinct overar.chuig pohc- goals To support
implementation, the consultant will also lead the group .in dcveloping specific :action items. The
Leadership Team is expected to produce briefing papers to help with the di,ctassion. ks with the
workshop,and as desired by the City, principal managers and kc:- staff will attend the retrt•at t1) sc.tNC
<as informational resources.
In preparation for the retreat, the consultant will work with the (:it,. ,Nlataa ttr Pnd -Mayor to &Velor.
the agenda, format, background mate.:ials, and make any logistical arrangements ,c:�;., atldltl.v istiA.
room set-up,etc.).
Deliverables: Deti elopment sad printing of any applicable retreat handcatits. Facalit,rtion of one
three-hour City Council Goal Setting;Retreat. Summary report of disc u,sioru: rind
conclusions.
Task 5: Sammary Report
At the cotnrlusicytr of the process, the Consultant will prepare for the City ::a suriamary report c)utlL airae;
ZD
the project.in its entiren,. The report v-111 include a general summary of feedback from the interviews,
as well as descriptions of th.e workshop and retreat and resulting,CCnitt•.nt.
)deliverables: One report suinmarizin.g; the entire project, submitted in PDF (01111.
t 9 PS A —CITV C:.c ntttcil Ground Rules and Goal Setting 14 1 _
EXHIBITBI
COINSULTANT 9 5 COST FROPOSM,
TASK HOURS COST
�A ER
TT
$300
2: STIkKEFI(')I,DFR INTERN TEV.1SAND ANIV-YM 1 4 1,-700
ID 1"KP J? �Z,1'100
3. 913:RGUNDMA.-YS WORKSHOP - j'.\11J'F'FING A\ 12
4: GOAL SEEPING REIRE-AT- MI I NG ND PR 1 1) 13 13 S 7-5
5: SI I MMARY REToRT
n
PERSONNX9 EL 49 $8,075M
D.I rR.E C T 13 X F E INT,S E'S COSIV
i4ileage I trips (Ca,, 59 cents/mile) 540.37
PhotoLopyinly, / Friwitig J "%Aat,Lrial;i 550.00
Graphic Desi;n (for report)
I(---TAL DIR-EC-T EXPENTSES $90.37
TOTAL PROJECT CO3-1 $3,165.37
Hiqu.dy Raises,Leff Aprati S I 15
Senior: kssoclatc
lj'milN Ramelb $50
Administrativc Associate
201)PSA-City Council Grawid Rides and Coal Setting 15