HomeMy WebLinkAboutAgreements/Contracts - Sheriff & JailGRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT:SiI@I"IffS Office
REQUEST SUBMITTED BY:Phillip C. Coats
CONTACT PERSON ATTENDING ROUNDTABLE:Phillip C. Coats
CONFIDENTIAL INFORMATION: ❑YES ONO
oATE:04/17/25
PHONE:eXt 2021
11; f
� - 72,
®Agreement / Contract
❑AP Vouchers
❑Appointment / Reappointment
❑ARPA Related
❑ Bids / RFPs / Quotes Award
❑ Bid Opening Scheduled
❑ Boards / Committees
❑ Budget
❑Computer Related
❑County Code
❑Emergency Purchase
❑Employee Rel.
❑ Facilities Related
❑ Financial
❑ Funds
❑ Hearing
❑ Invoices / Purchase Orders
❑ Grants — Fed/State/County
❑ Leases
❑ MOA / MOU
❑Minutes
❑Ordinances
El Out of State Travel
El Petty Cash
❑ Policies
❑ Proclamations
❑ Request for Purchase
❑ Resolution
❑Recommendation
❑Professional Serv/Consultant
❑Support Letter
❑Surplus Req.
❑Tax Levies
❑Thank You's
❑Tax Title Property
❑WSLCB
M---irk-H-M.
Requesting authority for Phillip Coats or Gary Mansford to sign the Gallup agreement on
behalf of the Sheriff's Office. This agreement is for 3 years and will cost $18,308.00
for the first year, $13,032.75 the second year, and $13,177.50 for the third year.
If necessary, was this document reviewed by accounting? ❑ YES
If this_ 09cu to legal for.Tyiew
LEGAL REVIEW:
If necessary, was this document reviewed by legal? 0 YES ❑ NO
ONO ❑N/A
DATE OF ACTION: • ZZ�'� DEFERRED OR CONTINUED TO:
APPROVE: DENIED ABSTAIN
D2:
D3:
WITHDRAWN:
❑ N/A
RECEIVED
APR 17 2025
4/23/24
GRANT COUNTY COMMISSIONERS
GALLUP'
March 26, 2025
Creatin U
an 9 U
Submitted to:
Phillip Coats
Chief Deputy
Grant Count Sheriffs Office
35 C ST N W/PO Box 37
Ephrata, WA 98823
United States
t (509) 237-4589
pcoats@grantcountywa.gov
Submitted by:
Coleman Barnes
Senior Workplace Advisor
Gallup, Inc.
1001 Gallup Drive
Omaha, NE 68102
United States
t 402-938-6401
Coleman_Barnes@gallup.com
Scope of Services
This Scope of Services (the "Services") is between Gallup, Inc. ("Gallup") and Grant Count Sheriffs Office ("Client")
entered into on 3/26/2025 ("Effective Date").
Modifications to the Services shall require a written Addendum. Such Addendum shall set forth in detail the changes,
including, but not limited to, price and timeline adjustments required to modify the Services. Under no circumstances shall
any Addendum be effective until executed by an authorized representative of each party.
This Scope of Services together with the General Business Terms attached hereto, constitutes the entire agreement
between Gallup and Client and supersedes all other oral and written representations, understandings or agreements
related to these Services.
Client Project Manager(s): Phillip Coats. Gallup shall be responsible for reporting to Client Project Manager. Gallup will
not make any changes to the Scope of Services without the written approval of Client Project Manager. Written approval
may be in the form of email, fax or written addendum.
Gallup Project Manager: Coleman Barnes. Client Project Manager shall make any request for changes to the Scope of
Services to Gallup Project Manager. Gallup shall not be responsible for making any changes not directed to Gallup's
Project Manager.
Project Term
The project term will run for 3 years from the date of contract execution.
Gallup has relied on information provided by Client in defining the Services and determining the pricing for such Services.
Gallup will rely on this information as being accurate and complete. Any discrepancy in the information provided by Client
may change the Scope of Services and/or the pricing. Gallup will notify Client upon discovering a discrepancy in the
information provided by Client and inform Client of the impact on the Scope of Services, timeline and pricing of the
Services.
Should Client suspend or delay services for more than 60 days that is not caused by a Force Majeure event, Gallup shall
be entitled to receive a fee up to 10% of the annual contract price to compensate Gallup for underutilized resources that
have been planned for Client's work.
2of27
findings from Gallup's extensive, ongoing research into how managers
and teams build and maintain high levels of engagement. The webinar
provides managers with insights into how they can increase productivity
and success by working with a focus on engagement.
This 55-minute webinar explores the foundation of employee
engagement, including understanding, measuring and creating
engagement.
WHO SHOULD ATTEND
This webinar is for people, managers and supervisors: those who
manage or oversee a team's performance.
WHAT YOU CAN EXPECT
The Driving Employee Engagement Webinar for Managers provides
managers with insights and tools they can use to create an environment
in which their team members thrive and engagement is high. During this
webinar, participants will gain:
• the empowerment necessary to take ownership of their team's
engagement
• an understanding of the factors that influence engagement and
how to use the 12 elements of engagement as a lens to improve
team culture and performance
• specific actions managers and their team members can take to
enhance their team's engagement
• tools and insights that will help them lead team conversations
about engagement and create an action plan to maintain high
engagement
Purchasing the Driving Employee Engagement Workbook is encouraged
for this webinar and sold separately.
PROGRAM FORMAT:
55 minutes
PREREQUISITES:
None
COURSE OVERVIEW:
Understanding Engagement
• Understanding Engagement
and Why It Matters
• Understanding Engaged
Employees' Impact on
Performance
Measuring Engagement
• Understanding the 12
Elements of Engagement
• Reading and Interpreting
Your Results Report
Creating Engagement
• Conducting a State of the
Team Conversation
• Leading with a Lens to
Employee Engagement
This webinar is led by a trained Gallup
course leader or by and Engagement
Champion from your organization.
Contact inquiries@gallup.com for
additional information.
Think about your organization. Do you want employees who arejust satisfied with their
connectionjobs? Or employees who work with a passion every day,
stay productive and positive., andfeel a
R
For decades, organizations worldwide have spent time and
money measuring employees' satisfaction and opinions. But most of these
surveys have not been the best indicators of a high-performance workplace.
Gallup defines engaged employees as more than just being satisfied they
are highly involved in and enthusiastic about their work and workplace. They
are psychological "owners" who drive performance and innovation and
move the organization forward.
Gallup established a
scientifically proven
connection between
employee perceptions and
business outcomes. We
know how organizations
can use engagement to
create a competitive
advantage.
Our research proves that when employees are engaged, by Gallup's
measures, they exert more discretionary effort on the job, going above and
beyond what their role typically requires. Engaged employees are more productive and profitable, have fewer safety
incidents, are more customer -focused, and are more likely to withstand temptations to leave their organization.
To determine how to effectively measure the engagement of and manage this type of employee, Gallup conducted many
years of research and tested hundreds of survey questions. Based on the research, we established a scientifically proven
connection between employee perceptions and business outcomes and learned how organizations could use
engagement to create a competitive advantage.
One of Gallup's most profound findings ever is this: Managers are responsible for 70% of the variance in employee
engagement. Most organizations measure and promote engagement without providing managers with the tools they
need to lead their teams effectively.
To help you measure engagement rather than just satisfaction, Gallup assesses the most important items related to your
organization's performance and business outcomes. Then we provide the best -practice advice and learning that you and
your managers need to act on those items.
How Gallup Measures Employee Engagement: The Q120
Gallup analyzed hundreds of questions from multiple employee
surveys with a group of more than 1 million employees. Our goalrrYK"`r`:=«f„`"ie;n
was to identify the factors common to productive workplaces and
f746.. auw.yx F:Asi hkz,+z+1�lc Csrcas:a:q Yxk
to identify the best questions for measuring these factors'4F
Yten.FX+:f'tzf3FY3aE YfAsEri-�k!Ux;�i !K#£&v.A1iY%
questions to which the best performers answered "yes" and the
rest answered "no."
Oft ADVEtF. tfTs&V!CEAFt4➢£t
Traditional employee survey items about pay, bonuses,
customers and senior management initially were part of Gallup's
aF td't k st's,
engagement survey items. However, Gallup's research indicated � � �Fa, ' g °' M40 4
8E, 'Eta ai:1 +7t i i6 W fi #t k d4 4 i ! a
that those aspects of the workplace are not primary, essential
Sh sauAat-atirtu z�y::s^aSvt=umtq�Al s��z::�i,�;:�
factors that organizations need to measure and activate on to n.X¢
grow engaged workplaces.
Applying long-established research methodologies, we noticed that certain questions and, more importantly, the certain
wording of questions differentiated high -performing workgroups from low -performing workgroups.
In all, Gallup discovered 12 questions that link to business outcomes. These questions form the foundation of our
employee engagement program: Gallup's Q12 survey — the 12 items that measure the most important elements of
employee engagement.
And, perhaps most important of all, the 12 items are actionable. When workgroups improve their scores on these items,
business moves in a positive direction. Why ask employees hundreds of questions if you can get the most accurate
results and determine clear next steps by asking only 12?
With Gallup's Q12, your HR teams and managers will no longer be overloaded with data that they don't know how to use
effectively. The Q12 is simple, and it works.
GALLUP'S Q120
Basic Needs Individual Needs go Teamwork Needs Growth Needs
Q01 I know what is expected of me at work.
Q02 I have the materials and equipment I need to do my work right.
Q03
Q04
Q05
Q 0 6
Q07
Q06
Q09
Q10
Q11
Q12
At work, I have the opportunity to do what I do best every day.
In the last seven days, I have received recognition or praise for doing good work.
My supervisor, or someone at work, seems to care about me as a person.
There is someone at work who encourages my development.
At work, my opinions seem to count.
The mission or purpose of my company makes me feel my job is important.
My associates or fellow employees are committed to doing quality work.
have a best friend at work.
In the last six months, someone at work has talked to me about my progress.
This last year, I have had opportunities at work to learn and grow.
Employees are highly
involved in and
enthusiastic about their
work and workplace. They
are psychological "owners,"
drive performance and
innovation, and move the
organization forward.
NO'. ENGAGED
Employees are
psychologically unattached
to their work and company.
Because their engagement
needs are not being fully met,
they're putting time but not
energy or passion into
their work.
Employees aren't just unhappy
at work they are resentful
that their needs aren't being
met and are acting out their
unhappiness. Every day, these
workers potentially undermine
what their engaged
coworkers accomplish.
How Gallup Knows the Q110 Ties to Business Result4
By studying the Q12 results of more than 3.3 million employees across thousands of workgroups in hundreds of industries
worldwide, we can quantify significant measurable changes on some of the most important key performance indicators.
When your organization is at an 11:1 ratio of engaged versus actively disengaged workers, you will be in the top
engagement quartile of our database. Business units in this quartile have engagement levels — and business results
that you can use as benchmarks and insights to help you set your engagement and business outcome goals.
This graphic shows the effect of high engagement on business outcomes. These are not one-time occurrences that
happened with a handful of businesses. These data points represent the millions of work units and thousands of
organizations in Gallup's database.
When compared with business units in the bottom quartile of engagement,
those in the top quartile realize improvements in the following areas:
Percent Differences in Outcomes Between Top -Quartile and Bottom -Quartile Teams
A I
10% 18 U/0
A /
14 U/0
In customer in productivity
in productivity
loyaltylengagement (sales)
(production records
and evaluations)
2 A /
3V/0 701J/0
2 2 No
in profitability in wellbeing
in organizational
(net thriving
I
citizenship
employees)
(participation)
Positive Outcomes I
8 V/0 2 1 V/0 5 1 V/0 2 8 V/0 6 3 V/0 5811/0 321J/0
in absenteeism in turnover in turnover in shrinkage in safety incidents in patient in quality
(forhigh-turnover (Forlow-tumover (theft) (accidents) safety Incidents (defects)
organizations) organizations) (mortality and falls)
--------------------------
-------------- Negative Outcomes ------- ------- -- - ---- -
A Closer Look at Gallup's Employee Engagement Database
Gallup maintains one of the world's most comprehensive databases linking employee engagement to relevant business
outcomes, such as retention, productivity, profitability, customer engagement and safety. We also collect information on
key workforce demographics, including length of service, function, level, status, for-profit/nonprofit, exempt/nonexempt
and union/nonunion.
We update our database annually, which enables our clients to benchmark their organizations' employee engagement
levels against data* collected from:
Gallup Access: Your Online Tool for Building a Culture
of Engagement
We know that employee engagement is effective only when it is part of your organization's culture and business strategy.
That's why we created Gallup Access.
Gallup Access is a cloud -based system that gives your company access to everything you need to build a culture of
engagement. From our powerful survey engine to benchmarked data reporting and best -practice workplace and
management advice, you have decades of Gallup research at your fingertips.
The platform helps your leaders, HR teams and managers keep engagement front and center by providing a
personalized, intuitive dashboard, fast survey results, easy -to -understand reporting, and learning and advice that they
can use anytime to develop targeted team conversations.
By implementing your surveys through
Gallup Access, you will be able to:
• Set up and send your surveys in
minutes. You'll find there's no big
learning curve for executing surveys
through Gallup Access.
Use our question bank that includes
over 350 workplace items that relate
to your business performance. Along with implementing our foundational Q12 survey, you'll have
access to other research -backed employee engagement and workplace questions that you can use
in a quick pulse survey anytime.
• Reduce survey fatigue and get higher response rates. We design each question with your
employees' time and attention in mind survey questions are short and clear, and completing the
Q12 or pulse surveys takes just minutes. And, with Gallup's trusted name and a clear message about
confidentiality on your surveys, your employees will feel confident in giving candid answers. Our
clients' average Q12 response rate is 81%.
• Choose how you send the survey. You can upload an email list to send the survey automatically
(closed -sample) or create a link to it to send whenever and to whomever you'd like (open -sample).
• Collect targeted responses. You can customize your display logic and choose to show specific
questions based on individual information.
• Choose questions in 55+ languages. Use the same questions across your
organization internationally.
You'll get more than a number with our reporting
feature. Our reports give you context and clarity
on the next steps for achieving your goals.
With our reporting feature on Gallup Access,
you will be able to:
• Get results within 24 hours of survey
completion. Fast results mean you can
quickly address your problems. With other
survey providers, you could be waiting for
results for weeks.
aIM,
�:K{:+�iO4 CriiYjri1lkUC riuSvtiy
,asrokKa«+s a .0
.... .. ... .. � SiY'S
- .......
�A=l,
w „ ,..... 1
aYRaa .
• Pinpoint quickly where you need to improve. You'll see your most important numbers front and
center with data visualization that's easy to understand.
• Receive powerful text analytics. Measure the emotion of written responses and learn how your
people feel with just a glance.
• Know where you stand against the competition. You'll get superior benchmarking capabilities by
comparing your results against our extensive database, including:
• almost 6,000 companies from 219 countries
• some of the world's best workplaces
• your internal counterparts
• your results over time to see improvements or declines
• other teams that are on the same administration as you
• Choose how you filter your data and how you want it cut. You control how to filter and compare
your data.
• Receive email reminders. No need to log in and check every hour for your reports. We send an
email to your inbox when they're ready.
• Create reports for all role types. Generate role -specific reports for executives, human resources,
managers, individuals and teams.
• Export data to Excel°, PDF° or PowerPoint°. You no longer need to spend hours creating a
presentation or a spreadsheet that works the way you want. You can export data quickly in the
format that meets your needs.
• View your trended data over time. The most valuable insights often come with time. Track and
compare data from your first administration to the rest.
Where do your leadership and management
teams go for workplace advice? More than likely,
they are searching for insights in management
books and online articles.
Inside Gallup Access, your company will get all
of Gallup's research -backed and proven
workplace advice. Your leadership can now
all be on the same page, creating the same
culture and outcomes and they won't have
to spend their time searching the internet
for advice.
t.x3fi Jtl'*hl,�r)xNf
RR
Whet Makes a Greet Team?
ttaro tfiant e-wr,tt{attasmty tm �Uaberattarttatm aUcr,�s-sir�t, tt 1s attfi�;hn^.tr the afk�rtAxi twts+arrt-sore
pe"lavrotidng "ether that towns mW organizations achie're marl of the cgreatostdimpowlas,
arA_nm rkshrnmU andinnewadonx.7o Vow, advance psi proakie the prodt3rts and wvkas their ratatometa
iX t.tlr88nlMWnsarditraMmeadK193gedemOftydea'vWAlM t dthGranAU5 thaU 1tti2YEt
Cvmgtent nt:gn amthcr;
Over ft yma, Gallo ptossteidgedtong ottMusands.ofteamstoloomiromahotntheimasandeha0engas
they face, tttated iquesmanarws;team, and organizatignattnettncrewehighly �etlteernat ost.
lmpatWtty"tt N!1thathigh-pertarmingtesta-doINt"Wnguishthemrrmalzr_zs.
With the Resources section, your leaders, HR teams and managers will:
• Be empowered to have the right conversations about engagement. And be able to give more
meaningful and motivating feedback to employees.
• Have access to videos, how-to content and other resources, all backed by Gallup research.
They can explore advice related to every important workplace topic, including:
• culture • wellbeing
• employee engagement • team building
• employee experience hiring talent
• retention and turnover • diversity, equity and inclusion
• performance customer engagement
• CliftonStrengths° • absenteeism
• management hybrid and remote workers
• leadership
Use our Resources section to create a culture of learning across the organization with:
• Role -based content. You can set up each Gallup Access user to be able to see advice and content
relevant to their assigned role.
• Flexible use. You can embed learning advice and modules into your action planning.
• Three -minute videos for quick learning. Find a range of content to fit your busy schedule.
• Fresh content. Our content library expands and updates every week. You'll always get first access to
our latest insights.
• E-learning modules that support learning for all roles. Benefit from modules created specifically
for individuals, managers and leaders.
• Intuitive design. Recommended advice is generated through machine learning and our
recommendation engine to provide content in a personalized way based on search history, results
and Clifton Strengths.
With Gallup's Al, you have an engagement expert at yourNovy=
torUpp
side, answering your every question in real time. Plugged
fifcr'�
into Gallup's proprietary engagement knowledge, Gallup
GPT helps leaders, managers and individuals navigate
the uncertainties, overcome the roadblocks and capitalizeYMsxuu hnt°iE
i*ta+l%i3! Qi1'GH {'}G_FSS TJJRh#4Nrr4a3:7 XFf{'i{aJ
on the opportunities that attend building an engaged
workforce. Unlike other large -language models, Gallup -
GPT doesn't extract information from the internet but
instead draws solely on Gallup's research and best practices, making its responses more relevant to your
organization's engagement program. Use this tool to brainstorm discussion topics to explore with your team,
create actions items and next steps after an engagement survey, and much more.
Ask Gallup GPT anything you need to know about engagement, such as:
• My team scored low on the development areas of engagement. How could this impact how we onboard
new associates?
• How does employee engagement affect burnout?
• My managers are less engaged than their teams. Whose engagement should I focus on first, and what
can I do to improve the manager experience?
• How do I engage hybrid or remote workers?
• Generate conversation starters and best practices to help me clarify expectations for teams that have to
operate independently for long periods of time.
With prompts like these, Gallup GPT can help you not only understand the people on your unique team but also
provide them with exactly what they need to succeed.
RwVmw,eM-mot-t",
We know you don't need another item on your to-do list. You need the right steps to get results. The action
planning tools on Gallup Access are designed to help you achieve business and team goals.
You can increase accountability and promote performance outcomes by using our:
• Guided questions. Use questions that tie your action plan to your team and company goals.
• Quick action. Quick -action functionality is embedded throughout with suggested actions based on
your scores.
• Best -practice advice. Get action planning advice and tips that help you follow through.
• Embedded learning. Know exactly what you need to do for each action item on your plan by adding
corresponding learning modules and advice.
• Team monitoring. Keep track of each employee performance plan and all team -level goals.
• Flexible planning. Not a one -size -fits -all approach: You can adjust your plan to fit your needs.
• Progress tracking. See notifications (in red) when a deadline is approaching.
• Action notifications. Set up mobile notifications to view approaching deadlines.
Learning how to use new technology can be
challenging for some. But we set you up for
success, and we will be here to help when you
have questions. You will get easy -to -implement
tools and our guaranteed support.
Our platform has everything your administrators
need to feel confident:
• No big learning curve. Even those
new or averse to technology find our
platform easy to use.
What can we help you with?
E" �I3� .���a�. fx��:.ts w�.. �3�a-�..z%'s3� °-� .:x-,�, ���✓..?�..sa'F r-"�''� ��i�as� � .
i "f� ��� •=Pc'%� �G.! Sg,IF�J'�.� 33a�_ L,Y�x Y..":q� `Y�.E� *6:� �K� i �3'-!:X :L-'t [C:O S+S&%s .
ha ft%xil Mwla-
J S ft
• Support from an accessible Gallup team. Our experts set you up for success during your initial
training and they will continue to be there for you along the way. From survey implementation to
analytics and benchmarking, this team is available to help you stay on track.
• An intuitive tool suite. We make it simple for you to manage your platform settings, along with the
people and programs in it. You will be able to instantly react to changes in your organization. A few
clicks let you set up or modify overall, project and team settings:
• Empower managers to view and track their teams. With flexible team management tools,
your managers are encouraged to view and track their teams' strengths, action plans, reports
and participation.
• Map individuals and teams to the right roles and privileges. Quickly adjust permissions for
individuals and teams using bulk actions. Add or remove access with the click of a button.
• Enable administrators to conveniently help individuals. Administrators can set reporting
configurations and have the flexibility to include a variety of views, based on role, privilege and
sensitivity of data.
• Get access to help 2417. Our help center has robust FAQs, user guides and resources. Client
support is just a quick click or call away.
1. Ongoing implementation support. You get convenient access to clear implementation
guides and video tutorials for new users whenever you need them.
2. Live chat. In a hurry? Get a quick answer from a real person.
Gallup Access doesn't stop at employee engagement. We have a suite of different employee experience
surveys and insights, as well as our CliftonStrengths assessment and team tools.
You have the choice to build out your access to include our other workplace solutions when you are
ready. As your business grows, our platform will be ready and equipped to handle your evolving needs.
The Gallup Access mobile app lets leaders easily review survey
results or create and share engagement plans with their teams
while they are traveling, in all -day meetings or studying before
bed to get ahead for the next day.
With the app, leaders can:
• View engagement results and make comparisons with
Gallup's world -class database.
• Browse articles, learning tools and resources, videos
and podcasts.
• Create focused engagement plans and action plan
reports for teams.
• Access teams' strengths and discover more about
employees' unique talents.
• Monitor action plans to ensure that teams stay on track.
• Learn more about best practices for improving engagement.
• Create notifications for upcoming completion dates.
Four Key Benefits of Gallup's Employee Engagement Approach
Manage your company's employee engagement with Gallup to experience the benefits of our approach.
The easier a program is to implement and base actions on, the more likely employees will participate.
Keep your engagement process simple by minimizing the number of questions on your surveys and offering
time -tested, strategic education that ensures success when discussing engagement survey results, as well
as planning and implementing your next steps.
Because the 12 elements of engagement on the Q12 survey can measure the strength of your workplace,
Gallup's approach allows your managers to focus on the most important factors of engagement. They can
immediately begin to increase workgroup engagement and, as a result, improve your organization's
business outcomes.
Susta"Inability
Employee engagement is an essential business metric that can help predict your company's financial
performance. Adopting an effective employee engagement program is necessary for successfully winning in
today's competitive marketplace. It also has become an expectation from analysts, shareholders and boards
We developed our engagement program with sustainability in mind by providing managers and leaders with the
necessary tools and knowledge for maximizing performance through a combination of measurement, reporting,
education and strategic intervention recommendations.
Workplaces are changing constantly, and you need data and feedback that are relevant and move as fast as
you do. Gallup's approach of offering standard and additional survey items, all through an easy -to -use online
platform, reduces the amount of time from measurement to improvement.
Programs that take months to provide workgroup-level data are destined to lose commitment and fail. Your
managers view "speed" as the time between when they took the survey and when they see their own data.
Gallup's process is simply the fastest and highest -quality method for delivering accurate team reports.
U-N
You will never have to wonder if your survey results are "true" or if they make a difference. All of Gallup's
survey questions are based on decades of survey research methodology and meticulous attention to detail.
We also have studied millions of managers and organizations worldwide. And we know what the best do to
build engaged workplaces. Our advice on Gallup Access is proven to improve your team and organizational
enaaaement and aerformance.
Organizations that. make the greatest improvement in engagement have leaders
and leadership teams that take responsibility for creating a culture of engagement.
Engagement makes a difference to an organization's bottom line, and the
transformation starts with the leadership team.
During the Leadership Results Briefing Session, a Gallup consultant meets with the
leadership team to discuss insights into the organization's Q12 engagement results.
The consultant helps executive team members focus on the importance of their
leadership roles in creating a culture of engagement and identify their
organization's key performance goals and next steps.
Leadership Results Briefing Sessions are customized for organizations based on
the survey administration being implemented. Briefings include result sessions for
organizations in the first survey administration, those in subsequent administrations
and organizations who have incorporated the accountability questions to their
survey results.
WHO SHOULD ATTEND
This team session is for members of the senior leadership team responsible
for creating a culture of engagement and reinforcing the values and direction
of the organization.
WHAT YOU CAN EXPECT
The Leadership Results Briefing Session provides an open dialogue among
executive team members focused on creating and sustaining a culture of
engagement in their organization. During this team session, a Gallup consultant:
• reinforces leaders' roles in creating a culture of engagement
• explores the organization's Q12 survey results through the leadership
team's initial observations and the organization's engagement story behind
the results
• discusses with leaders a strategy to keep the organization focused on
creating and sustaining an engaging culture
• identifies actions the leadership team can take to support the created
organizational strategy
SESSION FORMAT:
Team Consulting
Conversation: 90-Minute
Webinar
,CONTENT
OVERVIEW:
• Welcome and
Introductions
• The State of Your
Organization
• Working with Your
Q 12 Results
• Creating a Culture
of Engagement
PREREQUISITES:
There are no prerequisites,
but if you have completed
the CliftonStrengths
assessment, we encourage
you to share your results
with your coach.
A trained Gallup consultant
leads this executive teams
consulting session. Email
inquires oall=.com for
additional information.
pp
50
W, � t �
wnI Al Ingo
i g
a
The subscription includes Gallup's web -based Workplace survey platform for up to the designated number of employees.
It includes survey platform access with unlimited ad hoc pulse capability through the term of the contract.
Project Support and Resources
• Gallup will provide four orientation calls for System Administrators per year.
• Standard set of Workplace resources and recommendations for communication best practices included.
Platform Features
User Permissions
Unlimited web -based employee surveys for one year (field period determined by Client).
o Q120 survey questions and Accountability Index.
o Additional Gallup -validated questions and indices.
For organizations less than 5,000 employees:
o Five System Administrator seats that include the following functionality:
■ Ability to add and manage overall system users.
■ Ability to create and administer surveys.
■ Ability to manipulate survey data at the overall client level.
■ Ability to create and administer primary and custom teams.
o Five Survey Creator seats (ability to create and administer surveys).
o Five Advanced Data User seats (ability to manipulate survey data at the overall client level).
`Additional System Administrator, Survey Creator, and Advanced Data User Seats can be added as
needed upon consultation with your Gallup partner.
• Unlimited standard system -level roles that include the following:
o Project Administrator (ability to edit and manage survey projects).
o Manager/Delegate (ability to view and manage team reports, action plans and learning).
o Individual (ability to view and manage action plans and learning).
• Unlimited manager access to learning and advice resources.
• Unlimited use of action planning and team monitoring tools.
• Unlimited use of companion mobile app.
• Inclusion of managers into Gallup's Manager Minute newsletter.
• Inclusion in collaborative activities intended to capture manager experience with platform.
Technical Features
Survey set-up, management, distribution of survey links, creating the reporting structure and reading results
managed 100% by Client.
o Additional survey liaison or consulting support can be purchased as needed.
o Coding, synthesis, or analysis of open-ended survey items requires consulting support and can be
purchased as needed.
o Reporting provided based on Client set-up of variables.
o Manager -level report viewing security.
Reporting tools
o Report Exports (ability to export report to PDF, PowerPoint, and Excel).
o Heat Map (ability to compare results of multiple teams and variables).
o Dynamic Recommendations (receive high- and low -ranking question recommendations).
o Advanced Data Tool (ability to analyze and cut data by multiple variables in real time).
o Text Analytics (ability to get sentiment and topic analysis of open-ended responses).
o Reporting Configuration (ability to customize reporting views for your organization).
o Workplace Aggregated Data Export (ability to download a data file that contains all aggregated results for
any given survey).
Technical (Help Desk) Support.
Languages
18of27
English is the default language for survey questions and communications with the option to use other languagec.
already programmed in Gallup Access as available. Gallup Access also provides translations for multiple
languages for standard survey text (Q1 @ survey questions and communications, including invitation and
reminder).
Client will be responsible for survey translation of custom text areas. Custom text includes 1) survey title, 2)
survey introduction text, 3) customized survey invitation, 4) customized survey reminder, 5) custom survey
questions (not Gallup -validated questions and indices), and 6) reporting groups.
Gallup Access provides machine -automated translations into English for languages identified and available
through Amazon Web Services. This is available as part of the Text Analytics tool, included in data visualizations
and exports. Raw responses are shown exactly as written in all standard reporting.
Optional
• Single sign -on functionality available for an additional charge.
• Additional learning sessions, courses, certifications and one-on-one coaching also available to support workplace
and employee engagement strategies. Please contact your Gallup partner for more information.
19of27
Investment Summary
Year 1 Final Price
Building Trust & Alignment
• 1 — Driving Employee Engagement Webinar $27500.00
Assess: Gallup Access Business Subscription
• 140 — Gallup Access - Workplace Survey - Business Subscription
(Includes 10% discount for 3-year partnership) $6,768.00
Equip & Act
• 1 — Results Walkthrough with Key Project Team + Follow -Up $1,215.00
• 1 — Executive Insights Session
(Virtual, up to 90 minutes + follow-up deck and recommendations)$4,500.00
• 1 — Manager Demo & Resources Session
(Virtual, up to 60 minutes walking managers through how to read their results, $1,705.00
access resources, and create action plans)
• 4 — Ongoing Partnership & Support $17620.00
Year 1 Sub -Total: $18y308.00
Year 2
Assess: Gallup Access Business Subscription
• 140 — Gallup Access - Workplace Survey - Business Subscription $6 768.00
(Includes 10% discount for 3-year partnership) '
Equip &Act
• 1 — Results Walkthrough with Key Project Team + Follow -Up $1,275.00
• 1 — Manager Demo & Resources Session
(Virtual, up to 60 minutes walking managers through how to read $1,749.75
their results, access resources, and create action plans)
• 8 — Ongoing Partnership & Support $3,240.00
Year 2 Sub -Total: $13,032.75
Year 3
Assess: Gallup Access Business Subscription
• 140 — Gallup Access - Workplace Survey - Business Subscription
(Includes 10% discount for 3-year partnership) $6,768.00
Equip &Act
• 1 — Results Walkthrough with Key Project Team + Follow -Up $17215.00
20 of 27
• 1 — Manager Demo & Resources Session
(Virtual, up to 60 minutes walking managers through how to read their $17794.50
results, access resources, and create action plans)
• 8 — Ongoing Partnership & Support $3,400.00
Year 3 Sub -Total: $13,177.50
TOTAL: $44,518.25
This pricing is based upon a 3 year contract. All prices are expressed in USD.
Project Billing Schedule
vemoff"Mmom
Year 1: $18,308.00 will be invoiced upon receipt of the signed agreement
Year 2: $13,032.75 will be invoiced 30 days in advance of the first anniversary date of the signed agreement
Year 3: $13,177.50 will be invoiced 30 days in advance of the second anniversary date of the signed agreement
Gallup Access Subscriptions:
The Service Fee for the Gallup Access Platform is based on a pre -paid annual subscription and no refunds will be given for
cancellations of partial years.
Gallup monitors unique and individual email addresses of employees. As such, there will be a pro -rated charge per
employee should the sample size exceed the contracted number of employees for the organization.
Courses
Any on -site courses, virtual courses, or open enrollment course seats being purchased must be used within 12-months of
the purchase date. Any course purchased must be attended and/or held in the country the purchase was made in. Any
modification to this will require the mutual agreement of the parties and may impact the pricing of the course.
In Person Course minimum enrollment is 15 and maximum is 30. Virtual and Blended Course along with Webinar Series
minimum is 10 and maximum is 24. Webinar minimum enrollment is 10 and maximum is 50. Leader Session and
Workshops minimum enrollment is 1 and maximum is 15.
Open Enrollment course registration must be completed at least 2-weeks in advance of the course start date. Open
Enrollment course seats may not be used for courses that have sold out prior to attempted registration. Your course seat
is not guaranteed until full payment is received.
On -Site and Online Blended courses must be scheduled a minimum of 4 weeks in advance. In the event of course
postponement/cancellation a fee for resources committed will applicable. 8-14 calendar days prior to scheduled course
will be charged 50% of course fee; 7 calendar days or fewer will be charged 75% of course fee and non-refundable travel
will be invoiced. Course participant list for On -Site courses must be finalized and submitted at least 2-weeks in advance of
the course start date.
Any post -session coaching calls must be scheduled within twelve weeks of the course completion. Each coaching call
may be rescheduled one time with 48 hours advance notice. Any calls that have not been completed within the twelve -
week timeline will be considered completed. Any late cancellations or no shows of coaching calls will be considered
completed.
21 of 27
Client may use Content on the Course website and from the Course Kits for personal or organizational purposes after
successfully completing the course. Client may not copy or republish Content from the website or Course Kit materials,
except for those items specifically designated to be copied. Documents that can be copied and distributed are identified
with the following text in the footer of the document: "This document may be copied or reproduced for individual use. It
cannot be altered or modified without the written permission of Gallup." In the event of any permitted copying,
redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or
copyright notice shall be made. Any pre -work included with the course seat code, including a CliftonStrengths
assessment, is redeemable only for the purpose of attending the contracted course and is not transferrable for purposes
outside of the contracted course.
Course fees are inclusive of any materials, assessment codes and coaching calls as applicable for each course participant
and are not transferrable to non -attendees.
Course fees are exclusive of participant travel fees, parking fees, catering/venue rental coordination and fees.
Publication of Data:
Research data associated with the consulting services performed by Gallup is not for public dissemination outside of
Client's organization including but not limited to press releases and paid advertising. Both Client and Gallup have a
responsibility to ensure that any published research findings are not misleading. Client shall consult with Gallup prior to
sharing any research findings with any third party. Any release approved by Gallup shall include sufficient technical
information necessary to assess the validity of the published findings which may include the following: the exact question
wording, dates of interview, interviewing method, sample size, definition of the survey population, and size of sampling
error.
Notwithstanding anything in this agreement to the contrary, dissemination of records including but not limited to data or
'Confidential Information' in compliance with the Washington State Public Records Act, RCW 42.56, shall not violate this
agreement. Client agrees to provide third party notice to Gallup in the event of such a request.
Respondent Confidentiality:
Respondent -identifying information, without the express consent of respondents, is not part of the deliverables under this
Scope of Services and does not constitute a "work made for hire". Gallup will not provide respondent level data with any
demographic data appended to protect the confidentiality of participating respondents. To avoid non-compliance with
local privacy laws, Gallup will not provide Client any taped surveys without informing the respondent and obtaining
express consent that the recordings will be shared with Client.
Gallup, Inc. on behalf of itself and its affiliates and
subsidiaries.
BY:
Name:
Grant Count Sheriffs Office on behalf of itself and its
subsidiaries and/or affiliates
BY:
Name:
Date: Date:
22 of 27
1. PAYMENT OF INVOICES.
1.1 Client shall pay Gallup during the term of this Agreement the fees determined for each project agreed
upon by both parties and specified in the Scope of Services in accordance with the agreed upon payment
schedule.
1.2 Client shall further pay all pre -approved out-of-pocket expenses including reasonable out-of-pocket
expenses of Gallup's personnel associated with client -approved freight, respondent incentives, and travel
(including transportation, lodging and meals) or costs associated with the purchase of listed sample.
1.3 Payment shall be due upon receipt of the invoice. If Client objects to all or any portion of any invoice,
Client shall notify Gallup of its objection within fifteen (15) days from the date of Client's receipt of the
invoice, give reasons for the objection, and pay only that portion of the invoice not in dispute. Balances
not in dispute and unpaid in excess of 30 days shall bear interest at a rate of 6% per annum. In the event
that Client is delinquent in payment of any undisputed invoice beyond 45 days, Gallup may, at its option,
withhold deliverables or suspend any and all services until the account is made current.
1.4 Client shall be responsible for all Sales, Use, VAT or similar taxes imposed on the services.
2. CONFIDENTIALITY.
2.1 Notwithstanding anything in this agreement to the contrary, dissemination of records including but not
limited to data or 'Confidential Information' in compliance with the Washington State Public Records Act,
RCW 42.56, shall not violate this agreement. Client agrees to provide third party notice to Gallup in the
event of such a request. Each party has made and will continue to make available to the other, party
information that is not generally known to the public and at the time of disclosure is identified as, or would
reasonably be understood by the receiving party to be, proprietary or confidential ("Confidential
Information"). Confidential Information may be disclosed in oral, written, visual, electronic or other form.
Confidential Information shall include all business plans, strategies, forecasts, projects, analyses,
financial information, business processes, methods and models, all organizational information, system
architecture, software, graphics, computer programs, design ideas, concepts, flow charts, diagrams,
progress reports, methods research and any other personal or intellectual property relating to either party,
its respective parent or subsidiaries and Personal Data. "Personal Data" shall mean any information
related to any identified or identifiable natural or legal person, such as Client's employees, customers,
partners or any other third party (including such third parties' employees) and any other additional data
deemed as personal data under the applicable personal data protection laws, which are made available
to Gallup for processing them on behalf of Client pursuant to this Agreement and all Statements of Work
issued pursuant to said Agreement. Confidential Information as defined herein shall not include: (a)
information in the public domain at the time of its communication; (b) information, which enters the public
domain, through no fault of the receiving party, subsequent to the time of its communication to the
receiving party; (c) information which is obtained in good faith by either party from a third party, provided
such third party is not bound by a confidentiality agreement with Gallup or Client, as applicable; or (d)
information independently developed by employees or agents of a party without access to the
Confidential Information of the other party.
2.2 The receiving party shall, except as otherwise provided below (i) not use or reproduce the
Confidential Information for any purpose other than as required to perform in connection with the
applicable Scope of Services; (ii) protect the confidentiality of the Confidential Information with the same
degree of care as receiving party uses for its own similar information, but in no event less than
reasonable care; or (iii) not disclose the Confidential Information to any third party, without the prior
23 of 27
written approval of the disclosing party. Notwithstanding the foregoing, the receiving party may disclose
Confidential Information to the extent such information is required to be disclosed by law, including a
subpoena, or to respond to a regulatory request; provided the receiving party promptly notifies the
disclosing party in writing of such intention prior to any disclosure to allow the disclosing party to seek a
protective order or similar relief in the disclosing party's sole and absolute discretion. Each party shall
immediately advise its employees and others to whom the Confidential Information is disclosed of their
obligations under this Agreement and shall take reasonable steps to ensure that the Confidential
Information is securely maintained its employees and agents.
2.3 Neither party shall disclose any terms or conditions of this Agreement without the prior written consent
of the other party, except as required by applicable law; provided however, that either party may disclose
the terms or conditions of this Agreement to a third party under an obligation of confidentiality to such
party in connection with customary financial reporting, a proposed sale, merger, acquisition, change in
control, consolidation, or other similar transaction.
2.4 Upon termination or expiration of this Agreement, Confidential Information shall be returned to the
disclosing party or destroyed. Electronic copies of or containing Confidential Information that are
automatically generated through data backup and/or archiving systems and which are not readily
accessible to the receiving party's business personnel shall not be deemed to violate this Agreement, so
long as such electronic copies are not disclosed or used in violation of this Agreement. Notwithstanding
the foregoing, nothing in this Agreement shall prohibit the receiving party's legal department or counsel
from retaining one (1) copy, including any electronic copy, of any of the Confidential Information as
necessary to comply with regulatory recordkeeping requirements applicable to disclosing party.
2.5 Gallup agrees to the following as it relates to Personal Data:
2.5.1 To prevent unauthorized use, dissemination or publication of the Personal Data, and implement any
technical and organizational measures to protect Personal Data which are required by the applicable law.
2.5.2 To implement appropriate technical and organizational measures to protect Personal Data against
(i) accidental or unlawful destruction or loss, (ii) unauthorized disclosure or access, in particular where
processing involves the transmission of Personal Data over a network, (iii) alteration, and (iv) all other
unlawful forms of processing.
2.5.3 To inform Client promptly in writing if it becomes aware of any unauthorized use or disclosure of
Personal Data by itself or others.
2.5.4 When collecting, using, storing, transferring and otherwise processing Personal Data, Gallup shall
adhere to all applicable export and personal data laws, regulations and rules.
2.6 Client agrees to the following as it relates to Personal Data which is made available to Gallup
pursuant to this Agreement and all Statements of Work issued pursuant to said Agreement:
2.6.1 To ensure that such Personal Data is collected and processed by Client and transferred to Gallup in
accordance with applicable Data Protection laws, regulations and rules.
2.6.2 Prior to the transfer of such Personal Data to Gallup, to inform the respective data subjects of the
processing of their Personal Data pursuant to this Agreement and their rights in accordance with
applicable Data Protection laws, regulations and rules.
3. REPRESENTATIONS AND WARRANTIES.
3.1 The parties represent and warrant that: (a) each has the full power and authority to enter into this
Agreement; (b) this Agreement is duly authorized by all necessary action and has been duly executed
and delivered; and (c) neither party has entered into any agreement with any other entity that contains
24 of 27
restrictive provisions regarding confidentiality and/or non -competition that may impair their ability to
perform their specific obligations under the terms of this Agreement.
3.2 Gallup represents and warrants that it or its personnel will perform the Services: (a) in a good, timely,
efficient, professional and workmanlike manner; (b) with at least the same degree of accuracy, quality,
efficiency, completeness, timeliness and responsiveness as are equal to the accepted industry standards
applicable to the performance of the same or similar services; and (c) using personnel who are fully
familiar with the technology processes, procedures and equipment to be used to deliver the Services.
3.3 Gallup is the lawful owner or licensee of all programs and materials used by it in the performance of
the Services contemplated hereunder that have not been provided by Client; such programs and
materials have been lawfully developed or acquired by Gallup and Gallup has the right to permit Client
access to or use of such programs and materials. Gallup represents and warrants that none of the
Services or deliverables provided under this Agreement will infringe on any patent, copyright, trademark,
trade secret or other intellectual property right of any third party and agrees to defend and to indemnify
and hold harmless Client, its parent, subsidiaries, affiliates, employees and representatives, for all costs
and expenses associated with the defense or settlement of any claim that the Services infringe a patent,
copyright, trademark, trade secret or other intellectual property right and shall pay any judgments or
settlements based thereon.
3.4 In connection with the performance of services set forth in an applicable Scope of Services, Gallup
shall comply, and shall cause Gallup's employees and consultants/subcontractors to comply, with all
statutes, regulations, ordinances, judgments, permits and other governmental rules or restrictions,
whether domestic or foreign, applicable to Gallup's execution of this Agreement.
3.5 EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY SCOPE OF SERVICES, NEITHER
PARTY MAKES ANY OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. TERM AND TERMINATION.
4.1 This Agreement will commence on the Effective Date and will remain in effect until terminated in
accordance with the terms and conditions set forth herein.
4.2 Either party may terminate this Agreement and or Scope of Services if the other party breaches any
material obligation set forth herein or in the applicable Scope of Services, which breach is incapable of
cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of written
notice of such breach from the non -breaching party, or within such additional cure period as the non -
breaching party may authorize in writing.
4.3 Either party may immediately terminate this Agreement or any Scope of Services by written notice to
the other party if the other party becomes insolvent, makes a general assignment for the benefit of
creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for the
its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law,
whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. If any of the above
events occurs, the affected party shall promptly notify the other party of its occurrence.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 Notwithstanding anything in this agreement to the contrary, dissemination of records including but not
limited to data or 'Confidential Information' in compliance with the Washington State Public Records Act,
RCW 42.56, shall not violate this agreement. Client agrees to provide third party notice to Gallup in the
event of such a request. Gallup Intellectual Property means any instructional materials, software
programs, diagrams, copyrighted assessments or surveys and anything else that Gallup uses or
distributes to Client in connection with this Agreement or an applicable Scope of Services that has been
25 of 27
developed prior to or independent of this Agreement by Gallup ("Gallup Property"). Gallup Property is not
considered work product or a "work for hire" under the terms of this Agreement.
5.2 For any Gallup Property used, incorporated into, required for use of, or provided with any Services
provided to Client hereunder, Gallup hereby grants Client a worldwide, non-exclusive, nontransferable
license to use Gallup Property as incorporated into or provided with the applicable Services within Client's
organization. Client may not make, have made, sell, offer for sale, execute, reproduce, display, perform,
distribute externally to any third party copies of, or prepare derivative works of Gallup Property without the
written permission of Gallup.
5.3 All products, reports, documents, compilations of data and other materials produced or developed by
Gallup under a Scope of Services which are either: (a) created using the funds, expertise, facilities,
personnel, time, material or proprietary information of Client; or (b) are derivatives of any Client
proprietary information shall be the sole property of Client. These materials do not include any Gallup
Property or derivatives thereof. Gallup agrees to assist Client, or its designee, at Client's expense, in
every proper way to secure Client's rights in the materials.
6. GOVERNING LAW; DISPUTE RESOLUTION.
6.1 This Agreement shall be construed and interpreted according to the laws of the State of Washington
without regard to the conflicts of law principles in Washington.
6.2 In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement
or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question,
or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and,
recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both
parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by
either party to the other, disputes, claims, questions, or disagreements shall be settled by arbitration
administered by the American Arbitration Association in accordance with the provisions of its commercial
dispute resolution rules.
7. RELATIONSHIP OF PARTIES.
7.1 Gallup will act solely as an independent contractor rendering professional services.
7.2 Gallup will function as a non-exclusive consultant to Client. Client acknowledges that, during the term
of this Agreement and thereafter, Gallup will offer, undertake, and continue to provide Consulting
Services for organizations other than Client. In no event shall Gallup be relieved of its obligation to protect
Confidential Information.
8. NOTICES.
Any notice or other communication required or permitted to be made or given by either party pursuant to
this Agreement shall be in writing delivered to the individual whose name appears on the signature block
of the Scope of Services.
9. LIMITATION OF DAMAGES.
Neither party shall be liable to the other party for any indirect, incidental, consequential, exemplary,
punitive or special damages, including lost profits, regardless of the form of the action or theory of
recovery, even if that party has been advised of the possibility of those damages.
10. USE OF NAME, TRADEMARKS OR LOGOS.
26 of 27
Neither party shall originate any publicity, news release, or other announcement, written or oral, whether
to the public press, the trade, any of the other party's customers, suppliers or otherwise, relating to this
Agreement or any Scope of Services, or to the existence of an arrangement between the parties without
the prior written approval of the other party. Without limiting the foregoing, neither party shall use any
names, trademarks or logos of the other party without the prior written consent of such party.
11. INTEGRATION.
This Agreement constitutes the entire agreement between the parties and supersedes all other prior or
contemporaneous communications between the parties (whether written or oral) relating to the subject
matter of this Agreement. This Agreement may be modified or amended solely in writing signed by both
parties and executed by an authorized officer. Each Scope of Services attached hereto and each
Addendum executed under this Agreement shall incorporate the terms and conditions of this Agreement.
12. SEVERABILITY.
The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more
provisions shall not affect the enforceability of any other provisions. In addition, if any provision of this
Agreement, for any reason, is declared to be unenforceable, the parties shall substitute an enforceable
provision that, to the maximum extent possible and in accordance with applicable law, preserves the
original intentions and economic positions of the parties.
13. CONFLICT OF TERMS.
If a term in a Scope of Services or Addendum conflicts with a term in this Agreement, the provisions of
this Agreement will prevail unless the Scope of Services or Addendum specifically states that the
conflicting term will prevail.
14. WAIVER.
No failure or delay by either party in exercising any right, power or remedy shall operate as a waiver of
such right, power or remedy, and no waiver shall be effective unless it is in writing and signed by the
waiving party. If either party waives any right, power or remedy, such waiver shall not waive any
successive or other right, power or remedy the party may have under this Agreement.
15. ASSIGNMENT.
Neither party may assign any rights in nor delegate any obligations under this Agreement or any portion
thereof without the written consent of the other. Any such attempt to transfer will be deemed null and void.
16. FORCE MAJEURE.
Neither party shall be liable for any losses arising out of the delay or interruption of its performance of its
obligations under this Agreement due to any act of God, war, terrorism, civil disturbance, court order or
natural disaster, or any other cause beyond the reasonable control of the affected party.
17. SURVIVAL.
Sections 2, 3, and 5 shall survive the termination or expiration of this Agreement.
27 of 27