HomeMy WebLinkAboutKarin Peabody DBA Dynamic Teaming; 2025-08-12; PSALCA-26001LIBPSALCA-26001LIB
City Attorney Approved Version 5/30/2025
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AGREEMENT FOR STAFF DEVELOPMENT KEYNOTE SERVICES
KARIN PEABODY DBA DYNAMIC TEAMING
THIS AGREEMENT (“Agreement”) is made and entered into as of the _____ day of ________, 2025,
by and between the City of Carlsbad, California, a municipal corporation ("City") and Karin Peabody DBA
Dynamic Teaming, a sole proprietor ("Contractor”) (collectively, the “Parties”).
RECITALS
City requires the professional services of a public speaker and training professional that is
experienced in delivering keynotes and training workshops for the Carlsbad Library & Cultural Arts
Department’s annual staff development day.
Contractor has the necessary experience in providing these professional services, has submitted
a proposal to City and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that
are defined in Exhibit “A,” attached and incorporated by this reference in accordance with the terms and
conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of one (1) year(s) from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
five thousand five hundred dollars ($5,500). No other compensation for the Services will be allowed
except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30
unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. City reserves the right to
withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in
Exhibit “A.”
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s
independent calling, and not as an employee of City. Contractor will be under the control of City only as
to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its
officers, elected and appointed officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorneys fees arising out of the performance of the work described in this
Agreement caused by any willful misconduct or negligent act or omission of Contractor, any
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subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and,
upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability
for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of
fault.
The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or
on behalf of an injured employee under City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability
insurance, a combined policy of workers' compensation, employers liability insurance, and professional
liability insurance from an insurance company authorized to transact the business of insurance in the State
of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer
on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s
Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of
Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million
dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City
Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage. The insurance will be in force during the life of this Agreement and will
not be canceled without thirty (30) days prior written notice to City by certified mail. City will be named
as an additional insured on General Liability which shall provide primary coverage to City. The full limits
available to the named insured shall also be available and applicable to City as an additional insured.
Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City
prior to City’s execution of this Agreement.
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7. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement.
For City
For Contractor
Name Suzanne Smithson Name Karin Peabody
Title Library & Cultural Arts Director Title Owner
Department Library & Cultural Arts Address 704 SW 363rd Court
City of Carlsbad Federal Way, WA 98023
Address 1775 Dove Lane Phone No. 206-240-0758
Carlsbad, CA 92011 Email Karinpeabody@gmail.com
Phone No. 442-339-2011
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
8. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
9. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the
term of this Agreement.
10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
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11. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the
other party. City will pay Contractor's costs for services delivered up to the time of termination, if the
services have been delivered in accordance with the Agreement.
12. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims
as set forth in the California False Claims Act, California Government Code Sections 12650, et seq., and
Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by
another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement.
13. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to,
or application of, choice of law rules or principles. Contractor agrees and stipulates that the proper venue
and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State
Superior Court, San Diego County, California.
14. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due
under it, without the prior written consent of City.
15. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than City
and Contractor.
16. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in
writing, signed by both parties, with a statement of estimated changes in charges or time schedule.
17. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
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18. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California Karin Peabody DBA Dynamic Teaming, a sole
proprietor in State of Washington
By: By:
(sign here) SUZANNE SMITHSON
Library & Cultural Arts Director
KARIN PEABODY, Owner
As authorized by city manager
(print name/title)
ATTEST:
By: For SHERRY FREISINGER, City Clerk
(sign here) By:
Morgen Fry, Assistant City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A. Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
For CINDIE K. McMAHON, City Attorney
BY: _____________________________ Anayeli Zavala, Deputy City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor will develop and deliver an interactive half day workshop including a keynote and activities for
Library & Cultural Arts department’s Staff Development Day on September 18, 2025.
1. CITY CONTACT INFORMATION.
• Deputy Library Director, Katie Nye, 442-339-2094, katie.nye@carlsbadca.gov
• Training Coordinator, Hannah Nelson, 442-339-5539, hannah.nelson@carlsbadca.gov
• Library Administration General Phone, 442-339-2011
2. VENUE SITE.
Carlsbad City Library, 1775 Dove Lane, Carlsbad, CA 92011
3. ABOUT CONTRACTOR.
Contractor is the owner and lead instructor of Dynamic Teaming, a professional development firm that
specializes in helping organizations navigate the challenges of change, collaboration, and clear
communication. It's been her great privilege to work with library staff and municipal agencies in 13
different states across the U.S. Contractor is passionate about helping leaders cultivate healthy
workplace culture and uses her background as a StrengthsFinder Coach as a toolbox for building strong
teams.
4. CONTRACTOR SERVICES & OUTCOMES.
Pre-workshop day:
• Contractor to meet with City a minimum of three (3) times for up to one (1) hour each to customize
content, including keynote presentation and interactive training activities to reinforce learning.
• Parties to co-design the approach to the keynote and activities, including agenda, methods, and
tools.
Staff Development Day & Post
Contractor will address subject matter to include the following:
• Internal and external customer service in the changing public service landscape
• Tools for effective communication, navigating challenging interactions, de-escalation and self-care
• Practical connections to Library & Cultural Arts Guiding Principles and StrengthsFinder
• Contractor to be on site executing the keynote and supporting activities for up to eight (8) hours
during Staff Development Day on September 18, 2025.
• Contractor to meet with City a minimum of one (1) time for up to one (1) hour to debrief on the
effectiveness of the event and tips for continued engagement.
Specific times and special requests shall be agreed upon by Parties in writing – 15 days before event.
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5. PARKING.
City will provide legal parking for Contractor’s vehicle at all Library facilities while conducting business
related to the Agreement while onsite.
6. AUDIO/VIDEO RECORDING.
City reserves the right to audio or video record any keynote presentation and supportive activities. City
may retain the recording in its files and may replay the recording for its employees. City shall make no
more than three copies of the recording. City shall not sell the recording. City shall provide a copy of
the recording to the Contractor, upon the Contractor’s request. City will notify the Contractor in writing
fifteen (15) days prior to the event day if City would like to record for training purposes.
7. INDEMNIFICATION – KEYNOTE SPEAKER CONTENT.
Contractor represents and warrants that any materials and content used for City during Staff
Development Day will not violate any copyright, and that all necessary approvals to perform
copyrighted works have been obtained. Contractor agrees to indemnify, defend and hold harmless the
City, elected and appointed officials, employees and volunteers from and against all copyright
infringement or violation claims, damages, losses and expenses including attorneys fees arising out of
or related to, this Agreement.
8. SUBJECT MATTER.
Contractor agrees to ensure that party will refrain from presenting or performing material that is
derogatory or critical of the City, contains sexually explicit actions or gestures, expletives and/or other
obscenities, or contains racial slurs or is otherwise derogatory of any race, religion, sexual orientation,
age or national origin. Should such material be presented or performed, City, in its sole discretion, may
immediately terminate the performance. In the event City terminates the Contractor because of
violation of this paragraph, City shall not be liable to Contractor for any balance owed under this
Agreement for the performance. In the event of this occurrence, City shall not be deemed to be in
breach of this Agreement.
9. COMPLETE CONTRACT.
This is a fully integrated contract. It is further understood that this Agreement contains the whole
Agreement between the Contractor and City and this document supersedes any other terms,
agreements, obligations, covenants, representations, statements or conditions, oral or otherwise or any
kind whatsoever concerning this contract, not expressly set forth herein. Furthermore, it is understood
and agreed that this contract may not be changed, modified, or altered except by mutual agreement of
both Parties. All changes to the contract for this engagement must be signed by authorized signatories
of both Parties.
10. HEALTH & SAFETY.
All Parties must adhere to the guidance from the state, county, and local authorities on health and safety
protocols. City staff will inform Contractor of the current guidelines prior to the performance date. Safety
protocols may include, but are not limited to, hand washing, temperature testing, requiring a face
covering, and maintaining physical distancing of six feet. The safety protocols may be modified at any time
due to changing rules, regulations, or circumstances.
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11. PROJECT PAYMENT SCHEDULE.
Contractor to receive a flat rate of five thousand five hundred dollars ($5,500) to support all services
outlined along with any associated materials and travel accommodations to and from Carlsbad, CA.
Service breakdown:
Cost Services
$1,500 Conducting customer keynote services
$2,500 Custom workshop, including development of materials and onsite consulting for the day
$1,000 Travel Fees (airfare, lodging, rental car and meals)
$500 Planning meetings and debrief with leadership after the event
$5,500 Total contract amount
Payment schedule:
Payment Schedule Amount / Activity
Initial Payment (25%) $1,375 payment due upon the execution of the Agreement.
Final Payment (75%) $4,125 payment due at completion of all services.
Total Payment (100%) $5,500
If any unperformed portion of the event or event series is cancelled due to the Contractor’s inability to
deliver, the non-delivered portion of the event or event series may be, if feasible, rescheduled to a new
date(s) that is/are mutually agreeable to City and Contractor. If a replacement event cannot be
rescheduled, the fee(s) due to the Contractor may, at City’s sole discretion, be reduced on a pro-rata
basis by the value of the service(s) not performed.
12. INVOICING / PAYMENT.
Contractor shall be entitled to the fee as specified, which includes the Contractor’s fees. City will make
all checks payable and addressed to Contractor contact as noted. Payment will be in accordance with
the payment schedule above.
All invoices shall be submitted to Deputy Library Director Katie Nye and sufficiently detailed to include
related activities and costs. All work will be verified by Deputy Library Director or designee. Final invoice
approval will be completed by the City’s Library & Cultural Arts Director or designee.
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EXHIBIT “B”
Model Release Form
For valuable consideration and its receipt is hereby acknowledged, I hereby assign all rights to my
portrait, picture, videotape and sound recording (collectively “Images”) of me or in which I may be
included intact or in part, composite or distorted in character or form, without restriction, to the City of
Carlsbad, a municipal corporation, and I hereby authorize the reproduction, copyright, exhibition,
broadcast, cablecast, Internet posting, and/or distribution through any and all media now or hereafter
known of said Images without limitation for purpose of this use.
I waive the right to any fees, royalties or control, now or in the future, and I grant full permission for the
use of my Image including, without limitations, name, likeness, performance, voice and biography, for
the purpose of publicizing, advertising or promoting any City of Carlsbad matter or program. I hereby
relinquish any right that I may have to examine or approve the completed product or products or the
advertising copy or printed matter that may be used in conjunction therewith or the use to which it may
be applied.
Name (printed) (If minor, age)
Signature Date
Parent's signature (if minor) Date
Address City and State
Phone E-mail (optional)
• City reserves the right to photograph the performance for the purpose of publicizing, advertising,
or promoting the City of Carlsbad and/or programs across any mediums or channels, including but
not limited to, print, broadcast, outdoor, and digital (collectively “Usage”).
• Contractor(s) waives the right to any fees, royalties, or control, now or in the future, and
Contractor(s) grant full permission for the use of Contractor(s)’ image, including without
limitations, name, likeness, and biography related to City’s Usage.
• Performer(s) relinquish any right that Contractor(s) may have to examine or approve City’s Usage,
including but not limited to, any completed product or products or the advertising copy or printed
matter that may be used in conjunction therewith or the use to which it may be applied, including
in all media now in existence or that may come into existence in the future.
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Carlsbad
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by:
(Name and Department) (Date)
Proposed modification(s) to the __________________ requirement(s) for
(Type of insurance) (Name of contract)
Reduce coverage to the amount of: $ .
Waive coverage
Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
Significance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product. [explain]
Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain:
include number of candidates RFP sent to and number responded if applicable]
Contract Amount/Term of Contract: $ . Work will be completed over a period of .
Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain].
Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request):
Approved by Risk Manager for this contract only:
(Signature) (Date)
Hannah Nelson/Katie Nye / Library & Cultural Arts 7/14/2025
general liability / auto Karin Peabody DBA Dynamic Teaming
n
Contractor to develop and deliver
n NTE $5,500 one day
n
Contractor will develop and deliver
an interactive half-day workshop including a keynote and activities for L&CA Department's Staff Development Day on
Sept. 18, 2025. PSALCA-26001LIB. Maintain insurance coverage in line with previous agreement with this vendor.
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8/12/2025
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