Talentmap ~ C170039 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
FORMMUST ACCOMPANY EVERY CONTRACT
Contract Title: Number: C W �
Contractor: MUInf-U-1-15d Contract Tota1:S11,423�11/$14.450vr2
Contract Overview: Sen-ice contract to have TalentMap conduct a comprehensn a survey of City, staff to
identify kg4 engag=ent factors for cid staff and de�'glop recommendations for way.
the citg can increase employ=ee a gement.
Initial Risk Level: ❑Ei tteme ❑ High ❑ Moderate Low
Risk Reduction Steps: The contract includes all work being perforr..nd temotely,including the final results_
meeting with the leadership team which will be done through Sloe
Risk Comments:
Risk Signature: .n' ----
Contract Manager. Dana Bennett,HR Director Ext: 2453 Department; Human Resources
Tope_ ❑ Putchase Agreement ® Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: 11/30/16 End Date: 11/30/2018_
Quotes/Bids/Proposal: FIRM Amo NT/ScogE
TalentMap Direct Appomtment
.:kccount String. Fund-Division-Account Work Order—Activi Ine Amon
FY 16-17 600-1100-54001 11 423
FY
FY
FY
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Atiurovals - LCRB Date:
Department Comments:
Depattment Signature:
Pi.irchasmg Comments:
Purchasing Signature:
City Manager l:ommen
City Manager Signatie�
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract Number .
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CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
EMPLOYEE ENGAGEMENT SURVEY
THIS AGREEMENT made and entered into this 17`' day of November,2016 by and between the
City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City,and TalentMap,
hereinafter called Consultant.
RECITALS
WHEREAS, the City's 2016-2017 fiscal year budget provides for services related to professional
services through the Human Resources Department;and
WHEREAS,City has need for the services of a company with a particular training,ability,knowledge,
and experience possessed by Consultant,and
WHEREAS, City has determined that Consultant is qualified and capable of performing the
professional services as City does hereinafter require,under those terms and conditions set forth,
THEREFORE,the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Consultant shall initiate services immediately upon receipt of City's notice to proceed together
with an executed copy of this Agreement. Consultant agrees to complete work that is detailed
in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City
will be contained in subsequent scope of work as needed
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended,24 months after the date of initiation. All work under this
Agreement shall be completed prior to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A
for performance of those services described herein and in any subsequent agreements that
arise from the work under this Agreement. The total amount paid to the Consultant by the
City shall not exceed Eleven Thousand Four Hundred Twenty-Three and No/100 Dollars
($11,423.00) in US currency, if all tasks are completed. The Scope of Work described in
Exhibit A also provides for the option of a Period 2 survey to which the City is not obligated,
but for which the cost shall not exceed Fourteen Thousand Four Hundred Fifty and No/100
Dollars ($14,500.00)in Canadian dollars, conversion to US dollars for the period 2 cost shall
occur if/when the City exercises the option for a Period 2 survey shall not exceed a total of
Fifteen Thousand and No/100 Dollard ($15,000.00) in US dollars, pursuant to the Scope of
Work. Any and all payments made to the Consultant shall be based upon the following
applicable terms:
A. Payment by City to Consultant for performance of services under this Agreement includes
all expenses incurred by Consultant, with the exception of expenses, if any identified in
this Agreement as separately reimbursable.
B. Payment will be made in installments based on Consultant's invoice, subject to the
approval of the City Manager, or designee, and not more frequently than monthly.
Payment shall be made only for work actually completed as of the date of invoice.
C. Payment by City shall release City from any further obligation for payment to Consultant,
for services performed or expenses incurred as of the date of the invoice. Payment shall
not be considered acceptance or approval of any work or waiver of any defects therein.
D. Consultant shall make payments promptly, as due, to all persons supplying labor or
materials for the prosecution of this work.
E. Consultant shall not pen-nit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished.
F. Consultant shall pay to the Department of Revenue all sutras withheld from employees
pursuant to ORS 316.167, to the extent applicable for a Canadian based company
performing work remotely.
G. If Consultant fails,neglects or refuses to make prompt payment of any claim for labor or
services furnished to Consultant or a subcontractor by any person as such claim becomes
due, City's Finance Director may pay such claim and charge the amount of the payment
against funds due or to become due the Consultant. The payment of the claim in this
manner shall not relieve Consultant or their surety from obligation with respect to any
unpaid claims.
H. Consultant shall pay employees at least time and a half pay for all overtime worked in
excess of 40 hours in any one week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
I. Consultant shall promptly, as due, make payment to any person, co-partnership,
association or corporation, furnishing medical, surgical and hospital care or other needed
care and attention incident to sickness or injury to the employees of Consultant or all sums
which Consultant agrees to pay for such services and all moneys and sums which
Consultant collected or deducted from the wages of employees pursuant to any law,
contract or agreement for the purpose of providing or paying for such service.
J. The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract during the current fiscal year. Funding during future fiscal
years shall be subject to budget approval by Tigard's City Council.
4. OWNERSHIP OF WORK PRODUCT
City shall be the owner of and shall be entitled to possession of any and all work products of
Consultant which result from this Agreement, including any computations, plans,
correspondence or pertinent data and information gathered by or computed by Consultant
prior to termination of this Agreement by Consultant or upon completion of the work
pursuant to this Agreement.
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5. ASSIGNMENT/DELEGATION
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment shall be of any force or effect
whatsoever unless and until the other party has so consented. If City agrees to assignment of
tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any
subcontractors and of all persons employed by them,and neither the approval by City of any
subcontractor nor anything contained herein shall be deemed to create any contractual relation
between the subcontractor and City.
6. STATUS OF CONSULTANT AS INDEPENDENT CONSULTANT
Consultant certifies that:
A. Consultant acknowledges that for all purposes related to this Agreement, Consultant is
and shall be deemed to be an independent Consultant as defined by ORS 670.600 and not
an employee of City,shall not be entitled to benefits of any kind to which an employee of
City is entitled and shall be solely responsible for all payments and taxes required by law.
Furthermore,in the event that Consultant is found by a court of law or any administrative
agency to be an employee of City for any purpose, City shall be entitled to offset
compensation due,or to demand repayment of any amounts paid to Consultant under the
terms of this Agreement, to the full extent of any benefits or other remuneration
Consultant receives (from City or third party) as a result of said finding and to the full
extent of any payments that City is required to make(to Consultant or to a third party) as
a result of said finding.
B. The undersigned Consultant hereby represents that no employee of the City, or any
partnership or corporation in which a City employee has an interest, has or will receive
any remuneration of any description from Consultant, either directly or indirectly, in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
If this payment is to be charged against Federal funds, Consultant certifies that he/she is
not currently employed by the Federal Government and the amount charged does not
exceed his or her normal charge for the type of service provided.
Consultant and its employees, if any, are not active members of the Oregon Public
Employees Retirement System and are not employed for a total of 600 hours or more in
the calendar year by any public employer participating in the Retirement System.
C. Consultant shall obtain,prior to the execution of any performance under this Agreement,
a City of Tigard Business License. The Tigard Business License is based on a calendar
year with a December 31st expiration date. New businesses operating in Tigard after June
30th of the current year will pay a pro-rated fee though the end of the calendar year.
D. Consultant is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
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7. INDEMNIFICATION
City has relied upon the professional ability and training of Consultant as a material
inducement to enter into this Agreement. Consultant represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
as the requirements of applicable federal, state and local laws, it being understood that
acceptance of a Consultant's work by City shall not operate as a waiver or release.
Consultant agrees to indemnify and defend the City, its officers, employees, agents and
representatives and hold them harmless from any and all liability, causes of action, claims,
losses, damages, judgments or other costs or expenses including attorney's fees and witness
costs (at both trial and appeal level,whether or not a trial or appeal ever takes place including
any hearing before federal or state administrative agencies)that may be asserted by any person
or entity which in any way arise from, during or in connection with the performance of the
work described in this contract, except liability arising out of the sole negligence of the City
and its employees. Such indemnification shall also cover claims brought against the City under
state or federal worker's compensation laws. If any aspect of this indemnity shall be found to
be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this indemnification.
8. INSURANCE
Consultant and its subcontractors shall maintain insurance acceptable to City in full force and
effect throughout the term of this contract. Such insurance shall cover risks arising directly
or indirectly out of Consultant's activities or work hereunder,including the operations of its
subcontractors of any tier.
The policy or policies of insurance maintained by the Consultant shall provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this
contract,Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage shall
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
Coverage Limit
General Aggregate $2,000,000
Products-Completed Operations Aggregate $1,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $50,000
Medical Expense (Any one person) $5,000
Workers' Compensation Insurance
The Consultant, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law shall comply with ORS 656.017, which requires them to provide
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workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Consultants who perform work without the assistance or labor of any employee
need not obtain workers' compensation coverage. All non-exempt employers shall
provide Employer's Liability Insurance with coverage limits of not less than $1,000,000
each accident, to the extent applicable for a Canadian based company performing work
remotely.
B. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional
Liability, shall include the City its officers, employees, agents and representatives as
additional insured's with respect to this contract.
C. Insurance Carrier Rating
Coverages provided by the Consultant must be underwritten by an insurance company
deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M.Best rating of"A-VII"or better,or equivalent. The City reserves the right
to reject all or any insurance carrier(s)with an unacceptable financial rating.
D. Self-Insurance
The City understands that some Consultants may self-insure for business risks and the
City will consider whether such self-insurance is acceptable if it meets the minimum
insurance requirements for the type of coverage required. If the Consultant is self-insured
for commercial general liability or automobile liability insurance the Consultant must
provide evidence of such self-insurance. The Consultant must provide a Certificate of
Insurance showing evidence of the coverage amounts on a form acceptable to the City.
The City reserves the right in its sole discretion to determine whether self-insurance is
adequate.
E. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Consultant shall
furnish a Certificate of Insurance to the City. No contract shall be effective until the
required Certificates of Insurance have been received and approved by the City. The
certificate will specify and document all provisions within this contract and include a copy
of Additional Insured Endorsement. A renewal certificate will be sent to the below
address prior to coverage expiration.
F. Independent Consultant Status
The service or services to be rendered under this contract are those of an independent
Consultant. Consultant is not an officer,employee or agent of the City as those terms are
used in ORS 30.265.
G. Primary Coverage Clarification
The parties agree that Consultant's coverage shall be primary to the extent permitted by
law. The parties further agree that other insurance maintained by the City is excess and
not contributory insurance with the insurance required in this section.
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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
contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will
be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard,Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by an
authorized representative of the issuing insurance company may be required to be forwarded
to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance shall not be construed to limit Consultant's liability
hereunder. Notwithstanding said insurance,Consultant shall be obligated for the total amount
of any damage,injury,or loss caused by negligence or neglect connected with this contract.
9. METHOD &PLACE OF SUBMITTING NOTICE,BILLS AND PAYMENTS
All notices,bills and payments shall be made in writing and may be given by personal deliv et-1,
mail or by fax. Payments may be made by personal delivery,mail,or electronic transfer. The
following addresses shall be used to transmit notices,bills,payments,and other information:
CI'T'Y of TIGARD TALENT HkP
Attn: Dana Bennett Attn: Monica Helgoth
Address: 13125 SW Hall Boulevard Address: 245 Menten Place Ste 301
Tigard Oregon 97223 Ottawa ONK211 9E8
Phone: (503) 718-2453 Phone: (780) 809-1428
Email: danabna,tigard-or.gov Email: mhelaothQtalentmap.com
and when so addressed,shall be deemed given upon deposit in the United States mail,postage
prepaid,or when so faxed,shall be deemed given upon successful fax. In all other instances,
notices,bills and payments shall be deemed given at the timc of actual delivery. Changes may
be made in the names and addresses of the person to who notices,bills and payments are to
be given by giving written notice pursuant to this paragraph.
10. MERGER
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement shall be effective unless and until it is made
in writing and signed by both parties.
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11. PROFESSIONAL SERVICES
The City requires that services provided pursuant to this agreement shall be provided to the
City by a Consultant that does not represent clients on matters contrary to City interests.
Further, Consultant shall not engage services of an attorney and/or other professional who
individually,or through members of his/her same firm,represents clients on matters contrary
to City interests.
Should the Consultant represent clients on matters contrary to City interests or engage the
services on an attorney and/or other professional who individually, or through members of
his/her same firth, represents clients on matters contrary to City interests, Consultant shall
consult with the appropriate City representative regarding the conflict.
After such consultation,the Consultant shall have seven (7) days to eliminate the conflict to
the satisfaction of the City. If such conflict is not eliminated within the specified time period,
the agreement may be terminated pursuant to Section 13 (B) (3) of this agreement.
12. TERMINATION WITHOUT CAUSE
At any time and without cause,City shall have the right in its sole discretion,to terminate this
Agreement by giving notice to Consultant. If City terminates the contract pursuant to this
paragraph,it shall pay Consultant for services rendered to the date of termination.
13. TERAHNATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Consultant,
or at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in funds
2) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Consultant,its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked,or not renewed.
4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant,if a receiver or trustee is appointed for Consultant,or if
there is an assignment for the benefit of creditors of Consultant.
Any such termination of this agreement under paragraph(A) shall be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Consultant, may
terminate the whole or any part of this Agreement:
1) If Consultant fails to provide services called for by this agreement within the time
specified herein or any extension thereof,or
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2) If Consultant fails to perform any of the other provisions of this Agreement, or so
fails to pursue the work as to endanger performance of this agreement in accordance
with its terms,and after receipt of written notice from City,fails to correct such failures
within ten (10) days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 11 of this agreement.
The rights and remedies of City provided in the above clause related to defaults (including
breach of contract) by Consultant shall not be exclusive and are in addition to any other
rights and remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (B), Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred, an
amount which bears the same ratio to the total fees specified in this Agreement as the
services satisfactorily rendered by Consultant bear to the total services otherwise required
to be performed for such total fee; provided, that there shall be deducted from such
amount the amount of damages, if any, sustained by City due to breach of contract by
Consultant. Damages for breach of contract shall be those allowed by Oregon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon
appeal.
14. ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Consultant as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
15. FORCE MEURE
Neither City not Consultant shall be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled,including but not restricted to, an act of
God or of a public enemy,civil unrest,volcano, earthquake, fire, flood,epidemic,quarantine
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
subcontractor or supplies due to such cause; provided that the parties so disenabled shall
within ten (10) days from the beginning of such delay,notify the other party in writing of the
cause of delay and its probable extent. Such notification shall not be the basis for a claim for
additional compensation. Each party shall,however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
16. NON-WAIVER
The failure of City to insist upon or enforce strict performance by Consultant of any of the
terms of this Agreement or to exercise any rights hereunder should not be construed as a
waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights
on any future occasion.
17. NON-DISCRIMINATION
Consultant agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statutes, rules, and regulations. Consultant also shall comply with the
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Americans with Disabilities Act of 1990,ORS 659A.142,and all regulations and administrative
rules established pursuant to those laws.
18. ERRORS
Consultant shall perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
19. EXTRA(CHANGES)WORK
Only the City's Project Manager for this Agreement may authorize extra (and/or change)
work. Failure of Consultant to secure authorization for extra work shall constitute a waiver
of allright to adjustment in the contract price or contract time due to such unauthorized extra
work and Consultant thereafter shall be entitled to no compensation whatsoever for the
performance of such work.
20. WARRANTIES
All work shall be guaranteed by Consultant for a period of one year after the date of final
acceptance of the work by the owner. Consultant warrants that all practices and procedures,
workmanship and materials shall be the best available unless otherwise specified in the
profession. Neither acceptance of the work nor payment therefore shall relieve Consultant
from liability under warranties contained in or implied by this Agreement.
21. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree
that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and
court costs,including attorney's fees and court costs on appeal.
22. GOVERNING LAW
If there is a dispute concerning any of the terms, conditions or the performance of this
Agreement, the parties agree to submit to binding arbitration. The parties knowingly and
voluntarily waive their rights to have their dispute tried and adjudicated by a judge or jury.
The arbitration shall be conducted by a single arbitrator chosen by mutual agreement of the
parties.
In the event a party fails to proceed with arbitration,unsuccessfully challenges the arbitrator's
award,or fails to comply with the arbitrator's award,then the other party shall be entitled to
costs, including reasonable attorney fees, for having to compel arbitration or defend or
enforce the award.
If the arbitrator determines that one party is the prevailing party, then the losing party shall
be required to pay all fees and costs of the arbitration. On the other hand,if the arbitrator
determines that neither party is to be considered the prevailing party,then the fees and costs
of the arbitration shall be divided equally between the parties.
23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Consultant shall comply with all applicable federal,state and local laws,rules and regulations,
including, but not limited to, the requirements concerning working hours, overtime,medical
care, workers compensation insurance, health care payments, payments to employees and
subcontractors and income tax withholding contained in ORS Chapters 279A,279B and 279C,
91 a
the provisions of which are hereby made a part of this agreement,to the extent applicable for
a Canadian based company performing work remotely.
24. CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any
conflict between the terms of this instrument in the proposal of the contract,this instrument
shall control and nothing herein shall be considered as an acceptance of the said terms of said
proposal conflicting herewith.
25. AUDIT
Consultant shall maintain records to assure conformance with the terms and conditions of this
Agreement,and to assure adequate performance and accurate expenditures within the contract
period. Consultant agrees to permit City, the State of Oregon, the federal government, or
their duly authorized representatives to audit all records pertaining to this Agreement to assure
the accurate expenditure of funds to the extent applicable for a Canadian based company
performing work remotely.
26. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions shall
not be affected to the extent that it did not materially affect the intent of the parties when they
entered into the agreement.
27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable,seller must make payment promptly as due to persons supplying Consultant
labor or materials for the execution of the work provided by this order. Consultant shall not
permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on
account of any labor or material to be furnished Consultant further agrees to pay to the
Department of Revenue all sums withheld from employees pursuant to ORS 316.167 to the
extent applicable for a Canadian based company performing work remotely.
28. HOURS OF LABOR
If labor is performed under this order,then no person shall be employed for more than eight
(8) hours in any one day, or forty (40) hours in any one week, except in cases of necessity, or
emergency or where the public policy absolutely requires it,and in such cases,except cases of
contracts for personal services as defined in ORS 279A.055, the labor shall be paid at least
time and a half for all overtime in excess of eight (8) hours a day and for all work performed
on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for
personal services as defined in ORS 279A.055,any labor shall be paid at least time and a half
for all hours worked in excess of forty(40)hours in any one week,except for those individuals
excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209,to the extent applicable
for a Canadian based company performing work remotely.
29. MEDICAL CARE AND WORKERS'COMPENSATION
Consultant shall promptly, as due,make payment to any person, co-partnership, association
or corporation, furnishing medical, surgical and hospital care or other needed care and
attention incident to sickness or injury,to the employees of such Consultant,of all sures which
the Consultant agrees to pay for such services and all moneys and sums which the Consultant
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collected or deducted from the wages of the employees pursuant to any law, Consultant
agreement for the purpose of providing or paying for such service,to the extent applicable for
a Canadian based company performing work remotely.
30. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
No waiver,consent,modification,or change of terms of this Agreement shall bind either party
unless in writing and signed by both parties. Such waiver, consent,modification, or change if
made,shall be effective only in specific instances and for the specific purpose given. There are
no understandings,agreements,or representations,oral or written,not specified herein regarding
this Agreement. Consultant, by the signature of its authorized representative, hereby
acknowledges that he/she has read this Agreement,understands it and agrees to be bound by
its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Consultant has executed this Agreement on the date hereinabove first written.
CITY OF TIGARD T MAP
By: ccs orc?f h eo1 .e y^ By: . uthorized Agent� Consultant
I/- 3��2�ltr� 1 /l10y&MeP 1 S AO) b
Date Date
EXHIBIT A
SERVICES TO BE PROVIDED
SCOPE OF WORg
I atpet T-�o
Pertod Stu-,c v Sta,.:t Dao;�T�Ftimatc) Stwv q,Eind Date(Estaratc) Product f'.mplo xPs
1 7nov161lam EST 18nov16 8 PM EST I TGC 270
2 Within 24 months of Period 1 Within 24 months of Period 1 TGC 270
Standard Program Components Cost
US Dollars
A. Program Incense Fee %6,720
Project Management
A dedicated TalentMap Project Manager to facilitate your project.
An assigned TalentMap Engagement Manager to provide service,advice and subject matter e3Tertise.
Questionnaire
Available in English and French. English
Dimension description may be added and the following word modifications may be made to the questionnaire"My organization",
"Customer","Manager",``Supervisor","Competitors",and"Senior Leadership".
Pre-Survey Communication
TalentIllap shall make accessible to the Client all digital communications material including but not limited to email templates,
checklists,videos_Specifically including survey awareness email templates,survey invites,survey reminders and thank you email
templates,as well as posters promoting the survey,FAQ document and response rate strategy documents
Deployment Method—Online
Your survey will be deployed either by TalentMap or your organization depending on deployment method TalentMap
recommends an HRIS deployment where each respondent gets a unique link.We build in 4 hours per 1,000 emOs for email
management.See Term-&Conditions for more details on deployment methods.
Online Reporting
Your organization will receive one license to access TalentMap's Online Reporting Tool for a period of 12 months which includes a
30 minute training session.Your organization may view response rates,by one demographic data cut,at any time while the survey is
live.You may also monitor the survey response rates and view survey results in real-time providing each demographic grouping has
minimum of five(5)respondents.
Executive Report
Your organization will receive an Executive Report(.PPT)in English which includes your overall key drivers of engagement analysis,
top box graphical depiction by each survey item,I heat map,comment theme analysis,benchmark comparisons and data cuts for up
to 8 groups from one demographic group on the"Engagement"items and"Are you looking"item.
Heat Map
A color coded one page summary of',6 favorable comparisons of each survey item between overall organization and one
demographic question with up to 8 filters.
Verbatim Comment Report
Your organization will also receive a Verbatim Comments(as is)report in a.DOC
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Benchmark
Your organization will receive benchmark comparison data that best compares to your organization.
Post SutveyResuhs CommuuicationYaur
orgazrizationwM receive a
• 60 minute online preview of the Executive Report to the Survey Champion approximately 15 business days after the
survey close to review the organization-level results.
• 90 minute onsite or online presentation to the Executive Team which highlights the key findings and
recommendations.Travel costs will be billed directly back to Client.
B. Survey Deployment Inclusions&Options Unit Ir.. Lluiix Unit Cosi; Cost
Per Employee Fee
TalentMap will provide Client with access to a branded,secure Web-based survey
questionnaire for 10-15 business days.Unit cost is based on target number of
employees not per completed survey.
Minimum employee license fee is$1,000........................................................................... 270 $10 per $2,135
Additional Language
Questionnaire:deployment of online survey in an additional language........................ <#> $1,500
Additional Survey Questions $500 for 1st
Customize surve instrument with up to 5 additional dimensions question;$250
leaders per add].to
(departmental hip) ................................................................................................... ® 5 ma_�of 5
$1,185
SubTotal $3,320
C. Report Options Opt In Units Unit Cost Cost
Snapshot Reports(SSR)
Stand-alone 47 page report in English by data cuts such as functional group or
region. Use self
Price depends on quantity per batch order run at one time as follows: sere
<20 ssr=$250 each,20-49 ssr=$200 each,50-99=$150 each,100-199 <$enter cost -porting
=$100 each,200+=$75 each........................................................................................... <##> based on qty> too
Business Unit Report(BU)
A replica of the Executive Report in English but the data is drawn for a $1,000 per BU
specific business unit and compared to the overall organization.................................... <#> report
Additional Driver Analysis
Key Driver Analysis for 7 departments............................................................................. ® 1 $1,750 $1,383
Norm Data Waive
Providing norm data such as previous period or benchmark norms.
2-period
• Norm Data on the Executive Report........................................................ ® 1 $1,750 per agreemen
• Norm Data on Snapshot Report:.............................................................. <#> $750 per
• Norm Data on Business Unit Report....................................................... <#> $1,000 per
SubTotal Sim
D.Communisation&.Action Planning Options t)pt In Units Unit Cost Cost
Pre-Survey Management Information Session
TalentMap Consultant will conduct a 90-minute,on-site information session that
prepares middle managers for the upcoming survey.Will discuss survey purpose,
logistics,communication,involvement,action planning and managers'role.`Travel costs
of up to 2 consultants(if required)billed back $2,000 onsite
toclient............................................................................................................................................. <#> 1 $1,000 online
COST OF SERVICE. PAYMENTS, OUT-OF-POCKET EXPENSES, STANDARD
BILLING RATE.AND CHANGE ORDERS
Prc"ara CoAnponfrt: (11e.nt Fee Cbent Fees
il)ctailed brcal Boum provi&d in fnllowrng secaoii Period 1 Peuad 2
(late i 2656)
A. Program License Fee .......................................................................................................................... .. $6,720 $8,500
B. Survey Deployment(Minimum deployment fee is$1,000)................................................................. $3,320 $4,200
C. Additional Reporting Options................................................................................................................... $1,383 $1,750
D. Additional Communication&Action Planning Options....................................................................
Total(excluding GST/I-IST)............................................................................................. ...
...... ......................... $11,423 $14,450
[I Our invoices will include out-of-pocket expenses(travel,meals,hotel)+ US CDN
4%for administrative charges as outlined in the terms and conditions.
Cost of Service and Payment:TalentMap services provided hereunder shall be due and payable by Client as follows:
a. Program License Fee will be invoiced upon execution and delivery by Client of the present Agreement(see
Effective Date on page one) and in addition the cost of obtaining a city of Tigard Business License will
also be included in that invoice as an extra out-of-pocket expense;and
b. Deployment&Communication Fees will be invoiced at the Start Date of said Survey Period.
C. Report Option Fees will be invoiced upon delivery of services.
d. Presentation and Action Planning Fees will be invoiced 50% upon signing of the contract, 50% upon
completion of the work.
e. Out of Pocket Costs due and payable upon remittance of the receipts.
f. Client Fees for a Period 2 survey,if exercised by the City,shall not exceed fourteen thousand four hundred
fifty dollars ($14,450.00)in Canadian dollars;conversion to US dollars shall occur if/when the City exercises the
option for a Period 2 survey,pursuant to the Scope of Work.
Out-of-Pocket Expenses:TalentMap invoices will include actual travel expenses (e.g.travel,hotel)and a per diem rate
for meals and incidentals according to the current published government rates. In addition,a 4%charge will apply
for administrative expenses (exclusive of any paper survey related costs) in lieu of specific charges for printing,
conference calls,courier,telephone, faxes,photocopying. Client must notify TalentMap of any travel policies and
restrictions that must be abided by prior to the survey start date. Paper survey deployment costs and poster courier
costs to more than one location will be billed directly back to the client.
Standard Billing Rate & Change Orders: Standard billing rate for most work is $200/hour,with the exception of
survey design/consulting services,which are 5300/hour. Any changes to the contracted services outlined above
will be documented in a change order and signed by the Client. Minimum change order value is$200.
SCHEDULE MILESTONES
• Prepare for Action—Monday December 5,2016
• Pre-Survey Communication beginning g the first week of December 2016
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• Survey Development—Mid-December,2016
• Survey Deployment—January 16,2017
• Survey Reporting—January 30-February 17,2017
• Online Preview of Overall Results with Human Resources Week of February 20,2017
• Online Presentation of Overall Result to Leadership Team Week of February 27,2017
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EXHIBIT B
TERMS&CONDITIONS
1. Privacy & Security: The TalentMap standard "Privacy & Security" statement is located at
www.TalentMal2.com/privacy.Any modifications to the TalentMap Privacy&Security statement
following the Effective Date of this Agreement shall not apply to this Agreement unless by
an amendment to this Agreement. Should there be a conflict between the Terms and
Conditions of Service and the TalentMap Privacy and Security Statement, the Terms and
Conditions of Service shall prevail.TalentMap is a member of the Council of American Survey
Research Organizations (CASRO), and the Marketing Research and Intelligence Association
(MRIA). TalentMap subscribes to CASRO's Code of Standards and MRIA's Good Practice.
As an active member of CASRO and MRIA, TalentMap agrees to be bound by their code of
ethics in all its survey and research work. TalentMap also represents and warrants that it is
compliant with the Personal Information Protection and Electronic Documents Act
(PIPEDA).
2. Confidentiality of Individual TalentMap Survey Responses: Each TalentMap survey
response collected from any one respondent shall be kept strictly confidential and shall not be
divulged by TalentMap to the Client or to any third party.
3. Confidentiality of Aggregated Client Survey Data: The Client survey data comprising all
TalentMap survey responses received from Client respondents, and any tabulation, reporting or
analysis thereof,is the property of the Client, shall be kept strictly confidential and shall not be
divulged by TalentMap to any third party for any purpose whatsoever except with the written
consent of the Client notwithstanding paragraph 9.
4. Approval of Final Questionnaire: TalentMap requires five (5) full business days upon final
approval of the questionnaire to program, quality check and launch the online questionnaire.
Contracted survey start dates will be extended in circumstances where final approval is not
obtained five (5) days in advance and an additional two days (2) for each additional survey-
language.Translation is responsibility of the client.
5. Email/HRIS List Management (if applicable): TalentMap shall administer the survey by
sending unique links for each questionnaire to the target respondents. The Client shall provide
TalentMap with a clean and complete list of valid email addresses in text format provided as an
xls, .csv or .tsv format and limited to up to 15 columns of data. TalentMap shall provide up to
four(4) hours/ 1,000 emails to clean and manage the email list provided by the Client. Email list
management includes,but is not limited to correcting bounce backs,typos,etc.If additional time
is required to manage the email list, the time will be billed back to the Client at our standard
billing rate. Data cuts for reporting such as functional group, department and/or region will be
taken from data associated with each employee's email address provided by the Client. The
following demographics are reported in the following groups: Age: under 25 years, 25-34 years,
35-44 years, 45-54 years and over 55 years. Length of Service: Less than 1 year, 1-3 years, 3-5
years,5-10 years,More than 10 years.Level of responsibility: Individual Contributor,Immediate
Supervisor,Department Manager,Senior Executive.
6. Open Participation (if applicable): The age, length of service and level of responsibility
questions are not customizable. Functional groups and Regions are customizable and other
demographic questions may be added. TalentMap is not responsible for respondents
misidentifying themselves. This misidentification may lead to inaccurate counts in the self-
reporting demographic section. TalentMap will categorize all self-report data as provided by the
respondent.TalentMap will accept request(s)by the Client to make manual database adjustment(s)
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to the self-reported data for an additional cost.
7. Standard TalentMap Communication Package: TalentMap shall provide (in English or
French, as required) its standard pre-survey communication package to Client, which includes:
email templates(CEO to staff,CEO to management,launch and reminder notices)and fact sheets
(posters,FAQs,privacy&security).
8. TalentMap Benchmark:Notwithstanding paragraph 3,the Client survey data may be aggregated
and averaged with survey data collected from other TalentMap Clients to create a TalentMap
benchmark. TalentMap hereby warrants that any Talendl lap benchmark shall include the survey
data of not less than five different Clients to protect the confidentiality of the survey data of any
one Client. The TalentMap benchmark may be divulged to third parties and/or used for
promotional purposes.
9. Reportal ]License: The Client may designate in writing to TalentMap one (1) authorized
representative who shall receive password-restricted access over the Internet to the Client's survey
response data after the survey close. The Reportal license is accessible for a period of twelve (12)
months.
10. Reportal Usage:The Client shall use the Talentbiap Reportal solely and exclusively for research
purposes to improve employee engagement. The client shall not use or disclose the Respondent
Identifiable Information for any purposes, including, without limitation, marketing, selling or
influencing the opinions of any respondent or employee at the client organization.The client will
not disclose the Respondent Identifiable Information to any third party. The client will use
reasonable efforts to keep the Respondent Identifiable Information as secure as its other
confidential and/or protected employee information. The client shall indemnify and hold
TalentMap harmless from and against any and all loss, claim or liability arising or related to
Client's breach or violation of this condition. Client may only view the survey responses on this
tool once each demographic grouping has more than five (5) respondents.
11. Technical Support: TalentMap shall provide the Client with a toll-free number for technical
support which will be provided throughout the survey period from Monday to Friday gam to
5pm(EST).Maximum response time is one (1) Business Day.
12. Survey Period: The survey period must run within six (6) months of the contract date for the
above stated contract prices and terms to apply.
13. Promotion: The Client agrees that its name may be used by TalentMap in the promotion of the
TalentMap service.
16. Product Updates: Standard reporting and survey questions may change from time to time and
without notice.
18. Currency:All monetary amounts specified in this Agreement for period 1 are in the local currency
of the Client's contract address set in Exhibit A of this agreement.
19. Rescheduling:The Client agrees to provide a minimum of five (5) days'notice should they need
to reschedule a meeting/presentation. Rescheduling of services must be made in writing to
Client's assigned TalentMap Project Manager.TalentMap reserves the right to charge the Client
50% of the services plus travel cancellation fees.
20. Extending Contract Timelines: TalentMap reserves the right to apply a project management
fee for timelines extended 30 days beyond the original contracted schedule.
21. Contract quotation: Unless otherwise stated in writing or withdrawn, a quotation is valid for a
period of ninety(90) days from the date of the agreement date.
22. Period 2:if applicable,the 2'period of a two period contract must be deployed within 24 months
of the first period survey start date. Otherwise,this contract is null and void.
23. Assignment:This agreement and the rights granted herein may not be assigned by either party,
whether directly or indirectly and whether by operation of law or otherwise,without the express
17 � >
written consent of the other.
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