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SSW Consulting, LLC ~ C210102 CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM Contract Overview Contract/Amendment Number: C210102 Amendment 4 Contract Start Date: February 4, 2021 Contract End Date: June 30, 2023 Contract Title: CITY COUNCIL AND LEADERSHIP TEAM GOAL SETTING Contractor Name: SSW CONSULTING LLC Contract Manager: Kathy Nyland Department: Assistant City Manager Contract Costs Original Contract Amount: $10,105 Total All Previous Amendments: $27,720.00 Total of this Amendment: $19,995.00 Total Contract Amount: $57,820.00 Procurement Authority Contract Type: Personal Services Procurement Type: Intermediate Quotes $10K<=$150K Solicitation Number: LCRB Date: Account String: Fund-Division-Account Work Order – Activity Type Amount FY 22-23 100-0500-54001 $19,995.00 Contracts & Purchasing Approval Purchasing Signature: Comments: City Council and Leadership Team goal setting facilitation for improved communication and defined city priorities for the next year. DocuSign Routing Route for Signature Name Email Address Contractor Sara Singer Wilson sara@sarasingerwilson.com City of Tigard Steve Rymer stever@tigard-or.gov Final Distribution Contractor Sara Singer Wilson sara@sarasingerwilson.com Project Manager Kathy Nyland kathyn@tigard-or.gov Project Manager Joanne Bergtson joanne@tigard-or.gov Project Manager Nicole Hendrix nicoleh@tigard-or.gov Buyer Toni Riccardi tonir@tigard-or.gov CITY OF TIGARD-CONTRACT SUMMARY FORM Contract Overview Contract/Amendment Number: C210102 Amendment 3 Contract Start Date: February 4, 2021 Contract End Date: Tune 30, 2023 Contract Title: CITY COUNCIL AND LEADERSHIP TEAM GOAL SETTING Contractor Name: SSW CONSULTING LLC Contract Manager: Kath Nyland Department: City Management Contract Costs Original Contract Amount: S 10 105.00 Total All Previous Amendments: $27,7200.00 Total of this Amendment: 0.00 Total Contract Amount: $37,825.00 Procurement Authority Contract Type: Personal Services Procurement Type: Intermediate Quotes $10K<=$150K Solicitation Number: LCRB Date: Account String: Fund-Division-Account Work Order—Activit):1=e Amount Contracts & Purchasing Approval Purchasing Signature: Comments: Extend contract end date DocuSign Routing Route for Signature Name Email Address Contractor Sara Singer Wilson saraksarasingerwilson.com City of Tigard Steve Rymer steverktigard-or.gov Final Distribution Contractor Sara Singer Wilson sara sarasin erwilson.com Project Manager b'-athv N land kath n ti and-or. ov Project Manager Buyer Marcos Campos Marcos.campos@tigard-or.gov DocuSign Envelope ID: 1DF2B178-B358-407C-8584-F899B2734214 CITY OF TIGARD,OREGON CITY COUNCIL AND LEADERSHIP TEAM GOAL SETTING CONTRACT C210102 AMENDMENT #3 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and SSW Consulting,LLC, hereinafter referred to as Contractor, entered into on the 4`' day of February 2021,is hereby amended as follows: 2. EFFECTIVE DATE AND DURATION This Agreement is effective upon the date of execution and expires on june 30,2022,June 30, 2023 unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 3. Except as expressly provided in this contract amendment, all other terms remain unchanged IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF TIGARD SSW CONSULTING LLC ;:544"by: ��U..ftnW er. Signature Signature Steve Rymer Sara singer wilson Printed Name Printed Name 9/13/2022 9/13/2022 Date Date Contract C210102a1 Page 1 of 2 CITY OF TIGARD-CONTRACT SUMMARY FORM Contract Overview Contract/Amendment Number: C210102 Amendment 1 Contract Start Date: February 4, 2021 Contract End Date: Tune 30, 2022 Contract Title: CITY COUNCIL AND LEADERSHIP TEAM GOAL SETTING Contractor Name: SSW CONSULTING LLC Contract Manager: Kath Nyland Department: Assistant City Manager Contract Costs Original Contract Amount: $10,105 Total All Previous Amendments: Total of this Amendment: $25,000 Total Contract Amount: $35,105 Procurement Authority Contract Type: Personal Services Procurement Type: Intermediate Quotes $10K<=$150K Solicitation Number: LCRB Date: Account String: Fund-Division-Account Work Order–Activit): yPe Amount FY 21-22 100-0500-54001 $25,000.00 FY FY FY FY Contracts & Purchasing Approval Purchasing Signature: T — Comments: City Council and Leadership Team goal setting facilitation for improved communication and defined city priorities for the next two years. CITY OF TIGARD,OREGON CITY COUNCIL AND LEADERSHIP TEAM GOAL SETTING CONTRACT C210102 AMENDMENT #1 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and SSW Consulting,LLC,hereinafter referred to as Contractor, entered into on the 4' day of February 2021, is hereby amended as follows: 2. EFFECTIVE DATE AND DURATION This Agreement is effective upon the date of execution and expires on ,June 30,2022 unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 3. COMPENSATION Section 3 of the Agreement is amended to increase the total potential compensation payable under the Agreement by $25,000, for a new total of $35,105. Total payments to Contractor for services provided under this Agreement,including but not limited to services added by this Amendment Number 1, shall not exceed the new total without further amendment of the Agreement. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF TIGARD SSW CONSULTING LLC s-�- P, Signature Signature Steve Rymer Printed Name Printed Name 06/22/2021 Date Date Contract C210102a1 Page 1 of 2 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM THIS FORM MUST ACCOMPANY EVER Y CONTRACT Contract Title: City Council and Leadership Team Goal Setting Number: C210102 Contractor: SSW Consulting, LLC Contract Total: $10,105.00 Contract Overview: City Council and Leadership Team goal setting facilitation for improved communication and defined city priorities for the next two years. Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low Risk Reduction Steps: N/A Risk Comments: Risk Signature: Contract Manager: Kath Nyland, Interim City Manager Ext:2412 Department: Ci Management Type: ® Personal Svc ❑ Professional Svc ❑ Public Imp ❑ General Svc ❑ Coop Purchase ❑ Other: Start Date: End Date: Quotes/Bids/Proposal: FIRM AMOUNT/ScoRE Chris Trani.Another Possibility,LLC None Provided Chris Jenson,Table Group Consulting style incompatible with objective Account String: Fund-Division-Account Work Order—Activity Tyke Amount FY 20/21 100-0500-54001 Consultant Hours (58) $9,280.00 FY 20/21 100-0500-54001 5 SDI Assessment (,125/per person) $625.00 FY 20/21 100-0500-54001 Expenses (admin,, 44 ies, mileage) $200.00 FY Approvals - LCRB Date: Department Comments: Department Signature: Purchasing Comments: Purchasing Signature: Nk4wk 1..1Q0 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 Number C210102 CITY OF TIGARD,OREGON PERSONAL SERVICES CONTRACT CITY COUNCIL AND LEADERSHIP TEAM GOAL SETTING THIS AGREEMENT made and entered into this 4th day of February, 2021 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and SSW Consulting, LLC,hereinafter called Contractor. RECITALS WHEREAS, the City's FY20/21 fiscal year budget provides for services related to professional facilitation and consultation; and WHEREAS,City has need for the services of a company with a particular training,ability,knowledge, and experience possessed by Contractor, and WHEREAS, City has determined that Contractor is qualified and capable of performing the professional services as City does hereinafter require,under those terms and conditions set forth, THEREFORE, the Parties agree as follows: 1. SERVICES TO BE PROVIDED Contractor will initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A,incorporated herein by reference. 2. EFFECTIVE DATE AND DURATION This Agreement is effective upon the date of execution and expires on Tune 30. 2021, unless otherwise terminated or extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 3. COMPENSATION The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A. The total amount paid to the Contractor by the City may not exceed Ten Thousand, One hundred and five/Dollars ($10,105.00). Payments made to Contractor will be based upon the following applicable terms: A. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor, with the exception of expenses, if any, identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Contractor's invoice, subject to the approval of the City Manager,or designee,and not more frequently than monthly. Unless otherwise agreed, payment will be made only for work actually completed as of the date of invoice. C. Payment by City releases City from any further obligation for payment to Contractor for services performed or expenses incurred as of the date of the invoice. Payment may not be considered acceptance or approval of any work or waiver of any defects therein. 11Page Contract Number C210102 D. Contractor must make payments promptly, as due, to all persons supplying labor or materials for the performance of the work provided for in this Agreement. E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. F. Contractor will pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. G. Contractor will pay all contributions or amounts due the Industrial Accident Fund from the contractor or any subcontractor. H. If Contractor fails,neglects, or refuses to make prompt payment of any claim for labor or services furnished to Contractor 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 Contractor. The payment of the claim in this manner does not relieve Contractor or their surety from obligation with respect to any unpaid claims. I. Contractor will 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 Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for services. J. Contractor 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. K. Contractor must 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. L. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard's City Council. 4. OWNERSHIP OF WORK PRODUCT City is the owner of and is entitled to possession of any and all work products of Contractor which result from this Agreement, including any computations, plans, correspondence, or pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. 2 1 P a g e Contract Number C210102 5. ASSIGNMENT/DELEGATION Neither party may assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment has any force or effect unless and until the other party has consented. If City agrees to assignment of tasks to a subcontract, Contractor is fully responsible for the acts or omissions of any subcontractors and of all persons employed by them. Neither the approval by City of any subcontractor nor anything contained herein creates any contractual relation between the subcontractor and City. The provisions of this Agreement are binding upon and will inure to the benefit of the parties to the Agreement and their respective successors and assigns. 6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that: A. Contractor acknowledges that for all purposes related to this Agreement,Contractor is an independent contractor as defined by ORS 670.600 and not an employee of City. Contractor is not entitled to benefits of any kind to which an employee of City is entitled and is solely responsible for all payments and taxes required by law. Furthermore, in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City is entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as a result of said finding. B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS 30.265. 7. CONFLICT OF INTEREST The undersigned Contractor 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 Contractor, 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, Contractor certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed their normal charge for the type of service provided. 8. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor 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 Contractor's work by City will not operate as a waiver or release. Contractor 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 3 1 P a g e Contract Number C210102 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 will also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of this indemnification. 9. INSURANCE Contractor and its subcontractors must maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance must cover risks arising directly or indirectly out of Contractor's activities or work hereunder, including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Contractor must provide at least the following limits and coverages: A. Commercial General Liability Insurance Contractor will obtain, at Contractor's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage must include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $2,000,000 Each Occurrence $1,000,000 B. Commercial Automobile Insurance Based on the scope of work, which requires no driving as part of the project, additional auto insurance is not required. Contractor will obtain, at Contractor's expense, and keep in effect during the term of the contract, automobile insurance as required by the State of Oregon. C. Additional Insured Provision All required insurance policies must name the City its officers, employees, agents, and representatives as additional insureds with respect to this Agreement. D. Insurance Carrier Rating Coverages provided by the Contractor 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. E. Self-Insurance The City understands that some contractors 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 Contractor is self-insured for 4 1 P a g e Contract Number C210102 commercial general liability or automobile liability insurance, Contractor must provide evidence of such self-insurance. Contractor 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. F. Certificates of Insurance As evidence of the insurance coverage required by the contract, Contractor will furnish a Certificate of Insurance to the City. No contract is 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. G. Primary Coverage Clarification The parties agree that Contractor's coverage is 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. H. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability,professional liability,pollution,and errors and omissions policies required by this Agreement. 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 OR contractspurchasingktigard-oror.gov 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 will not be construed to limit Contractor's liability hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this Agreement. 10. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS All notices,bills and payments will 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 will be used to transmit notices,bills,payments,and other information: 5 1 P a g e Contract Number C210102 CITY OF TIGARD ,gw CONSULTING,LLC Attn: Kathy Nyland,Asst. City Manager Attn: Sara Singer Wilson Address: 13125 SW Hall Blvd Address: 4949 S Macadam Ave. #94 Tigard, OR 97223 Portland, OR 97239 Phone: 503-718-2412 Phone: 503-305-5067 Email: KathyNgtigae, rd-or.gov Email: sara sarasingerwilson.com Notice will be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed,upon successful fax. In all other instances,notices,bills and payments will 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. 11. SURVIVAL The terms, conditions, representations, and warranties contained in this Agreement survive the termination or expiration of this Agreement. 12. 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 will be effective unless and until it is made in writing and signed by both parties. 13. TERMINATION WITHOUT CAUSE At any time and without cause, City has the right in its sole discretion to terminate this Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this paragraph, City will pay Contractor for services rendered to the date of termination. 14. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Contractor, 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 Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if there is an assignment for the benefit of creditors of Contractor. Any such termination of this agreement under paragraph (A) will be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. 6 1 P a g e Contract Number C210102 B. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1) If Contractor fails to provide services called for by this Agreement within the time specified, or 2) If Contractor fails to perform any of the other provisions of this Agreement, or 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. The rights and remedies of City provided above related to defaults (including breach of contract) by Contractor are not 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), Contractor will be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, provided, that the City may deduct the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract include those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 15. ACCESS TO RECORDS City will have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 16. HAZARDOUS MATERIALS Contractor will comply with all federal Occupational Safety and Health Administration (OSHA) requirements and all Oregon safety and health requirements. In accordance with OSHA and Oregon OSHA Hazard Communication Rules,if any goods or services provided under this Agreement may release,or otherwise result in an exposure to,a hazardous chemical under normal conditions of use (for example,employees of a construction contractor working on-site), it is the responsibility of Contractor to provide the City with the following information: all applicable Safety Data Sheets,the identity of the chemical/s,how Contractor will inform employees about any precautions necessary,an explanation of any labeling system, and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or mark such goods. 17. FORCE MA EURE Neither City nor Contractor will 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 will within ten (10) days from the beginning of such delay, notify the other party in writing of the cause 7 1 P a g e Contract Number C210102 of delay and its probable extent. Such notification will not be the basis for a claim for additional compensation. Each party will, however,make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 18. NON-WAIVER The failure of City to insist upon or enforce strict performance by Contractor 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. 19. HOURS OF LABOR,PAYE UITY In accordance with ORS 279B.235, the following are hereby incorporated in full by this reference: A. Contractor may not employ an individual for more than 10 hours in any one day, or 40 hours in any one week, except as provided by law. For contracts for personal services, as defined in ORS 279A.055, Contractor must pay employees at least time and a half pay for all overtime the employees work in excess of 40 hours in any one week, except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. B. Contractor must give notice in writing to employees who work on a public contract,either at the time of hire or before commencement of work on the contract, or by positing a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. C. Contractor may not prohibit any of Contractor's employees from discussing the employee's rate of wage, salary,benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee's rate of wage, salary, benefits or other compensation with another employee or another person. D. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. 20. NON-DISCRIMINATION Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances applicable to the provision of services under this Agreement,including,without limitation: A. Title VI of the Civil Rights Act of 1964; B. Section V of the Rehabilitation Act of 1973; C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008 (Pub L No 101- 336); and 8 1 P a g e Contract Number C210102 D. ORS 659A.142,including all amendments of and regulations and administrative rules,and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 21. ERRORS Contractor will 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. 22. EXTRA (CHANGES)WORK Only the City's Project Manager for this Agreement may change or authorize additional work. Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to adjust the contract price or contract time due to such unauthorized extra work and Contractor will not be entitled to compensation for the performance of unauthorized work. 23. WARRANTIES Contractor will guarantee work for a period of one year after the date of final acceptance of the work by the owner. Contractor warrants that all practices and procedures,workmanship and materials are the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore relieves Contractor from liability under warranties contained in or implied by this Agreement. Any intellectual property rights delivered to the City under this Agreement and Contractor's services rendered in the performance of Contractor's obligations under this Agreement,will be provided to the City free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and be free and clear of any and all liens, claims, mortgages, security interests,liabilities, charges, and encumbrances of any kind. 24. ATTORNEY'S FEES In the event an action, suit of proceeding, including appeal, is brought for failure to observe any of the terms of this Agreement, each party is responsible for that party's own attorney fees, expenses, costs and disbursements for the action, suit,proceeding, or appeal. 25. 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 County or the U.S. District Court for Oregon,Portland. 26. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor will comply with all applicable federal, state and local laws, rules and regulations applicable to the work in this Agreement. 27. CONFLICT BETWEEN TERMS In the event of a conflict between the terms of this Agreement and Contractor's proposal,this Agreement will control. In the event of conflict 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 will control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A will control. 28. AUDIT 9 1 P a g e Contract Number C210102 Contractor will 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. Contractor 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. 29. 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 will not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement and,if negotiations fail, may terminate the Agreement. 30. COMPLIANCE WITH TAX LAWS Contractor represents and warrants that Contractor is, to the best of the undersigned's knowledge,not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318. Contractor's failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Agreement or during the term of this Agreement is a default for which the City may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized officials. CITY OF TIGARD SSW CONSULTING,LLC B B �.UJ ►V Name: Steve R m i Name: Sara Sin gr Wilson Title: City Manager-- Title: Principal 02/08/2021 Date: Date: 2/4/21 10 1 Page EXHIBIT A TIGARD CITY COUNCIL GOAL - SETTING FACILITATION SERVICES oPOSAL JANUARY 11, 2021 0 SSW CONSULTING © 2021 SSW CONSULTING SARASINGERWILSON.COM 1 503305.5067 1 SARAC SARASINGERWILSON.COM 4949 S MACADAM AVE., #94, PORTLAND, OR 97239 i S . C 0 k S U LT I ► !' January 11, 2021 City of Tigard Attn, Kathy Nyland, Interim City Manager Email: kathynCa tigard-or.gov Dear Kathy, Thank you for reaching out to discuss the opportunity of working with the City of Tigard as they prepare for their 2021 Goal-Setting process. I have developed a proposed scope of work and fee estimate based on the facilitation and team building services we discussed during our meeting. You identified the following key outcomes: Work with the City Council and Leadership Team to identify shared goals and priorities to guide the Council in 2021/2022; Build strong relationships and conduct team building with the Council using the Core Strengths SDI 2.0 assessment; Build alignment around the Council's goals, strategic plan, and performance audit; and, Update the Council's ground rules and team agreement. The Core Strengths SDI 2.0 helps people understand how their motives drive their behaviors, how those motives and behaviors change during different situations, and how to develop a better understanding of the motive-driven behaviors of others. This assessment is designed to help people understand themselves and others - not just how we behave, but why we behave in certain ways - and that understanding can lead to meaningful, practical changes in leaders and teams that minimize conflict and maximize effectiveness. This proposal outlines an approach for the team to reflect and learn more about their personal strengths, as well as how to leverage these strengths to work better together. I believe the team building work paired with a graphically facilitated goal-setting session will help the team align around shared annual goals and priorities, the goals outlined in City's strategic Plan, and the recommendations included in the performance audit. I have a passion for building great communities and organizations, and I would welcome the opportunity to work with the Tigard team. I appreciate your consideration, and please do not hesitate to contact me with any questions or requests for additional information. Sincerely, , . M Sara Singer Wilson saraCa sarasingerwi[son.com 503305.5067 2 TABLE OF CONTENTS C PROJ ECT APPROACH 08 QUALIFICATIONS AND SERVICES PROJECT EXPERIENCE COST PROPOSAL 12 REFERENCES PROJECT APPROACH The outcomes below were identified during our December meeting: Work with the City Council and Leadership Team to identify shared goals and priorities to guide the Council in 2021/2022: Build strong relationships and conduct team building with the Council using the Core Strengths SDI 2.0 assessment: Build alignment around the Council's goals, strategic plan, and performance audit: and, Update the Council's ground rules and team agreement. City staff has proposed a project start date of late February-March 2021.A project schedule will be confirmed during the project scoping and planning meeting. PROJECT SCOPING + PLANNING SSW will meet with key City staff to refine the project approach and schedule. As part of this meeting, participants will clarify project expectations and identify background information for consultant's review. The consultant will review all pertinent documents, reports, and other background information. As part of this meeting with staff, SSW recommends developing a project charter to define project goals, team members, timelines, and expectations. It is also recommended the team discuss the outreach strategy for engaging the project stakeholders. Deliverables + Key Tasks: • Meet with City Manager(and other Project Team members) • Review Background Materials • Develop Project Charter, Game Plan and Schedule • Prepare Stakeholder Engagement Strategy PREPARE + CONDUCT CORE STRENGTHS SDI 2.0 ASSESSMENT Teams with Relationship Intelligence (RQ) can improve their performance and have lasting results. Core Strengths is focused on RQ, the science of relationships and how to improve them. Core Strengths Training is delivered using the award-winning, scientifically validated Strength Deployment Inventory 2.0 (SDI 2.0) .This assessment reveals why you do what you do, and how you relate to others.The SDI 2.0 provides a common language for understanding what's important to the people around you, and how you can work together more effective- ly. The immersive Core Strengths: Results through Relationships training applies RQ to the 4 real world of work.When the stakes are high and emotions run higher, learners develop the relational skills to make better decisions that drive organizational and community transfor- mation. Relationship Intelligence (RQ) helps teams know how to speak each other's language and show up with the right strengths for the moment — all while staying true to their intrinsic motives and values. SSW proposes using the SDI 2.0 assessment as a team building tool with the Council.The assessment is conducted online, and individual link will be sent to each Councilor. Following the completion of the assessment, they will receive a personalized report and be directed to an online platform that will walk them through their results. SSW will be discuss their individual assessment results and answer any questions during the outreach phase.The training will be conducted as part of the facilitated workshops. Deliverables + Key Tasks: • Prepare assessment tool for Council team building • Administer assessment via online tool OUTREACH Conduct zoom or phone interviews with each Councilor in preparation for the team building and goal setting workshops. These interviews will assist in finalizing the agenda, identify expected outcomes for the workshops, and gather input on the workshop format. The interviews also provide an opportunity to develop trust and rapport with each Councilor prior to our session. SSW will also conduct outreach with the City's Leadership Team and other key staff. Staff's input is very valuable in ensuring the goals set are realistic and aligned with the City's Strategic Plan, master plans, the recommendations from the performance audit, and account for other ongoing projects or work. This outreach could be a team meeting to discuss the retreat workshops, individual interviews, or an online survey tool. Following the outreach, SSW will present a summary of the outreach themes and findings. These themes will shape the workshop agendas, and ensure expectations and outcomes are aligned with the agenda topics and sequence. Deliverables+ Key Tasks: • Prepare interview questions • Conduct interviews with Mayor and Council • Outreach with Leadership Team and key staff (online survey and Leadership Team Meeting) • Prepare a summary of the outreach and proposed workshop agendas 5 WORKSHOP PREPARATION Due to COVID-19 safety precautions, the workshops may be hosted virtually via Zoom or another preferred online platform or will be an in-person meetings with appropriate safety precautions in place. SSW will prepare the custom meeting materials to facilitate three, 3-4 hour team building and goal setting workshops. SSW will meet with the City Manager to present the outreach results and draft workshop agendas and training materials. Working with staff, the agendas will be finalized and shared with all meeting participants. We will coordinate a logistics plan and the preparation of any meeting materials or resources for each workshop. Graphic templates will be prepared using the themes from the interviews to set the context for the team building and goal setting. Deliverables+ Key Tasks: • Final workshop agendas • Logistics plan • Facilitation guide and graphic templates WORKSHOP FACILITATION SSW will graphically facilitate each workshop.The workshops will be virtual or in-person depending on current state and local regulations and safety protocols. In the workshops, SSW will employ her use of graphic facilitation to capture the ideas of the group. SSW proposes three workshops with the option for a fourth workshop to achieve the project outcomes; Workshop s: City Council Core Strengths Team Building Workshop Workshop 2: City Council Core Strengths Team Building Wrap-Up + Setting the Context for Goal Setting with Council+ Leadership Team Workshop 3: City Council+ Leadership Team Goal-Setting and Team Agreement/Council Ground R u les Workshop 4: Optional Wrap-up Workshop (if needed) At the completion of the workshops, SSW will prepare and send out an evaluation survey. She will review the summary information and prepare for a debrief with City staff. In the debrief meeting with staff we will discuss the workshop outcomes,the evaluation results,and discuss the next steps in developing the summary plan. Deliverables+ Key Tasks: Facilitate three workshops (estimating 4 hours each) Workshop notes, graphics, and materials provided to participants after each session Prepare and send evaluation survey to workshop participants Optional fourth workshop can be considered if needed 6 SUMMARY REPORT During the debrief with City staff, SSW will review the summary meeting documents, evaluation and survey results, and discuss the format of the summary report.We will determine if any additional meetings or follow up information is required to complete the report. Once all information has been gathered, SSW will prepare a draft summary report. This report can be presented to the Council during a virtual meeting, or it can be circulated via email for review and comment.All comments will be submitted to SSW, and the report will be updated accordingly.A final report will be prepared for review and approval by the Council. A graphic summary of the goals will also be prepared to include in the report and provide to staff as separate JPEG and PNG files. Deliverables + Key Tasks: • Summary Report • Graphic Summary of the Goals 7 QUALIFICATIONS + SERVICES SSW Consulting is a boutique consulting firm that focuses on building great communities and organizations to help others thrive. SSW specializes in Working With public agencies and non-profits 0, offering services including community engagement/ , public participation management, strategic planning, community visioning, facilitation, and strengths-based Leadership coaching. Sara Singer Wilson, Principal and Owner of SSW Consulting, spent 15 years working directly in local government serving communities in Missouri, Kansas, California and Oregon where she honed her skills in community building. She saw an opportunity to broaden her reach to more communities and organizations by shifting into a consulting role. So, in 2015 she began working as a consultant for public sector and non-profit clients. Sara has a future- oriented, dynamic, and collaborative leadership style that can bring people together.Through her extensive work in local government and with various community groups and stakeholders, Sara understands the importance of genuine and authentic engagement and establishing strong connections between constituents and leadership. Sara uses the power of visualization through her use of graphics and illustrations to bring meetings and concepts to life. She has been trained as a graphic facilitator, and uses her facilitation skills, creativity, and graphic work to summarize meetings and enhance outreach efforts. Sara maintains active involvement in professional associations including the International City/ County Management Association (ICMA), the Oregon City/County Management Association (OCCMA), and other state associations. She has served on various association committees and participated in conferences as a facilitator, planner, and speaker. SERVICES OFFERED • Branding and Image Design » Leadership and Team Building • Board/Governing Body Retreats » Social Media Strategy • Communications Plans » Strategic Planning • Community Visioning » Surveys (Mail and Electronic) • E-Newsletters » Targeted Communications • Facilitation & Graphic Recording » Task Force/Committee Management • Focus Groups » Total SDI (Strengths Deployment Inventory) • Organizational Assessments Certified Facilitator • Project Management » Videos • Public Affairs » Project Websites • Public Involvement/Community Engagement Management 8 �I YAC''. �•11��;� 4�����r['� X/dam-r ->r��' 8 I ��__ I ePr•��vt�r3 ��11_�l.i'll:�� ��rri�.�f �'L-. P, , a}e rr.llrurrEe a t aG crrd. y�it�Vh r ¢m r� fir..•.. ,.. � .. .. .. .+;,'p .. , SARA SINGER WILSON EDUCATION JRO & CO. (J. ROBERTSON & COMPANY) BENEDICTINE COLLEGE Vice President I October 2015-October 2017 Atchison,Kansas Worked with local governments and other public agencies to Bachelor of Science in Political Science develop strategic plans and community visions.Assisted UNIVERSITY OF KANSAS teams in mapping strategies to achieve shared goals. Other Lawrence,Kansas services provided to clients include project management, Master of Public Administration facilitation,and developing community engagement strategies. CERTIFICATIONS CITY OF TUALATIN, OR TOTAL SDI (STRENGTHS DEPLOYMENT Deputy City Manager I March 2012-October 2015 INVENTORY) FACILITATOR Assistant to the City Manager I February 2011 -March 2012 Total SDI Certification Program Managed city communications and community engagement THE GROVE CONSULTANTS INTERNATIONAL programs. Provided direction to city departments,coordinating Designing and Leading Change Intensive major projects across departments. Initiated organizational Principles of Graphic Facilitation change efforts,and identified and responded to emerging Advanced Visual Facilitation community and organizational issues. Played a key role in the MID-AMERICA REGIONAL COUNCIL GOVERNMENT executive management team and provided support to the City TRAINING INSTITUTE Certified Facilitator Manager and City Council. PROFESSIONAL DEVELOPMENT CITY OF RANCHO PALOS VERDES, CA OREGON CITY/COUNTY MANAGERS ASSOCIATION Sr.Administrative Analysts March 2008-February 2011 Professional Development Committee Member/Speaker 1 2013- Served as the Assistant Project Manager for the City's Civic present Host Committee 2021 ICMA Portland Conference 12018-2019 Center Project. Developed and implemented public engagement UNIVERSITY OF KANSAS INSPIRING WOMEN IN strategies. RPV operated as a contract city,and I oversaw PUBLIC ADMINISTRATION ANNUAL CONFERENCE several consultant/service contracts. Managed state and Conference Chair 1 2017 federal lobbying programs. Worked in the Finance and IT Planning Committee/Speaker 12013-2018 department,as well as the City Manager's office managing EMPLOYMENTvarious projects and programs. SSW CONSULTING, LLC CITY OF SHAWNEE, KS Principal/Owner I August 2017-Present Assistant to the City Manager I August 2006-March 2008 Assist public agencies and non-profits with organizational development and strategic planning.Assist teams in Developed and implemented the City's branding program. mapping strategies to achieve shared goals. Other services Developed the organizational strategic work plan. Organized provided to clients include community engagement/public and served as Co-Chair of the city's first Sustainability involvement management, project management,facilitation, Committee. Launched a city wellness program.Served as the community visioning,strengths based leadership training, primary coordinator for performance measurement through ICMA's Performance Measurement Kansas City Consortium. and developing communication strategies. PROJECT EXPERIENCE CITY OF ISSAQUAH COUNCIL + LEADERSHIP TEAM RETREAT In May 2018, Sara served as the facilitator for the Issaquah,Washington (pop. 37,000) City Council and Senior Leadership Team Retreat.The retreat focused on developing the team's ability to work together toward achieving their common goals.The retreat was focused on team building and paving the way towards successful execution of their upcoming citywide Strategic Plan. The retreat agenda allowed the group to evaluate options for improving communication, deliberation, and decision-making. CITY OF HERMISTON COUNCIL + MANAGEMENT TEAM RETREAT Forthe past fiveyears,I have served as the facilitatorforthe Hermiston,Oregon(pop.17,000)City Council and Management Team Retreat. Over the three years, the agendas and activities have varied for the team based on current issues in the community and needs for the staff and Council.The retreats have included the development of team vision and values, team building activities, environmental scans to identify current community issues and drivers of change, celebrations of prior year accomplishments, and goal setting for the future. Over the years, the focus of the retreat has shifted from developing the vision and building an effective team to identifying specific goals and strategies that support the community vision and address current community needs. CITY OF HILLSBORO GOAL SETTING WORKSHOP SSW facilitated the 2019 City of Hillsboro (pop. 108,000) City Council and Management Team goal setting workshop. This workshop included the over 20 members of the City's Council and Senior Leadership Team. We set the tone for the session by starting with diversity, equity and inclusion training, followed by a celebration and recognition of the City's accomplishments. Using the context and information gathered during the outreach process, we outlined high-level goals and supporting actions for the City to guide their work in 2020. We will be revisiting these goals in February 2021 to update, refine, and prioritize the organization's work for 2021. OTHER RETREATS + GOAL SETTING WORKSHOP CLIENTS City of Hood River Homelessness Strategic Plan (2020) City of Tualatin Goal Setting Workshop (2018) City of Stayton Goal Setting Workshop (2019) City of Hermiston Goal Setting Workshops (2016, 2017, 2018, 2019, 2020, and 2021) City of Hillsboro Goal Setting Workshop (2020, 2021) City of Forest Goal Setting Workshop and Mid-year Retreat(Feb. 2020, Sept. 2020, 2021) City/County Insurance Services Strategic Plan (January 2020, Update January 2021) Happy Valley City Council Retreats and Goal Setting Workshops (2o16, 2019, 2020) Hood River County Strategic Plan (2020-2021) Mercer Island City CouncilTeam Building (2018) City of North Plains City Council Retreat(2019) City of Talent Goal Setting Workshop (2020) City of Yachats Goal Setting Workshop (2020) City of Wilsonville Park Board Prioritization Workshop (2019) 10 COST PROPOSAL These primary tasks can be completed for an amount not to exceed $1o,1o5 which includes the cost of the SDI assessments and expenses (facilitation materials, travel expenses, etc.). Additional services can be contracted for optional tasks, reports, or Work outside of this scope based on a description of services provided by the City of Tigard. The costs for additional services Will be based on the hourly rate listed below: Sara Wilson, Principal$16o/hr Expenses will be billed for reimbursement at cost. Sara Singer Wil Lson Tasks $16o/hr Cost Project Scoping + Planning 6 $960.00 Prepare+ Conduct SDI 2.0 Assessment 3 $480.00 Outreach 12 $1,920.00 Workshop Preparation 8 $1,280.00 Workshop Facilitation (includes 3 workshops) 16 $2,56o.00 Summary Report 8 $1,280.00 Project Admin. 5 $800.00 CONSULTANT HOURS 58 TOTAL CONSULTANT FEES $9,280.00 TOTAL SDI ASSESSMENT FEE($125/per person) 5 $625.00 EXPENSES(admin,supplies, mileage, etc.) $200.00 GRAND TOTAL $10,105-00 11 REFERENCES The project references listed below can attest to my facilitation, leadership, and project management capabilities. SHERILYN LOMBOS Tualatin City Manager Phone: 503.691.3010 Email: slomboscatualatin.gov BYRON SMITH Hermiston City Manager Phone: 541.567.5521 Email: bsmithCa hermiston.or.us RACHAEL FULLER Hood River City Manager Phone: 541.387.5252 Email: r.fuller@acityofhoodriver,com 12