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HomeMy WebLinkAboutDevin C. Hughes Enterprises LLC; 2019-10-03;AGREEMENT FOR STAFF DEVELOPMENT DAY SPEAKER & WORKSHOP SERVICES DEVIN C. HUGHES ENTERPRISES, LLC THIS AGREEMENT is made and entered into as of the b ck 0(~\n_gr'. , 2019, by and between the CITY OF CARLSBAD, corporation, ("City"), and Devin C. Hughes, a Speaker and Trainer ("Contractor"). RECITALS day of a municipal City requires the professional services of a speaker and workshop leader for the Library & Cultural Arts Department in the City of Carlsbad "Staff Development Day" event on Tuesday, November 19, 2019. 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 herein, 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 two months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be five thousand dollars ($5,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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 indemnify and hold harmless the City and its officers, 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 herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation 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. City Attorney Approved Version 6/12/18 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 the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the 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. 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 Name Heather Pizzuto Title Library & Cultural Arts Director Department Library & Cultural Arts City of Carlsbad Address 1775 Dove Lane Carlsbad, CA 92011 Phone No. 760-602-2011 For Contractor Name Devin C. Hughes Title CEO --------------- Address 7086 Crystalline Drive Carlsbad, CA 92011 Phone No. 888-964-1113 Email devin@devinchuges.com 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. The Contractor shall report investments or interests in all categories. YesD No ■ 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. City Attorney Approved Version 6/12/18 2 10. 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. 11. 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, 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. 12. JURISDICTIONS AND VENUE 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. 13. 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. 14. 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. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ 3 City Attorney Approved Version 6/12/18 15. 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 By: ~~c.4 Devin C. Hughes, CEO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California AfHER PIZZUTO Library & Cultural Arts Director ATTEST: <JLJ.. fd,l¼: BARBARA ENGLESON City Clerk 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. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, 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: :LIA A;ftJl'{sttorn~ Assistant City Atto ey City Attorney Approved Version 6/12/18 4 EXHIBIT "A" SCOPE OF SERVICES Contact Information Devin C. Hughes 7086 Crystalline Dr. Carlsbad, CA 92009 Contact: 888-964-1113 Services Contractor shall provide speaking and workshop services for the Library & Cultural Arts Department in the "Staff Development Day" event on Tuesday, Nov. 19, 2019. Contractor warrants that they will provide these services upon the following terms and conditions: 1. Work with library representatives in advance of the event to coordinate messaging and key points on the topics of empowerment, leadership and inclusive communication. The concept of individual strengths will also be considered as it applies to the key points. 2. Prepare and deliver a 2 to 3-hour presentation and workshop on Nov. 19, 2019, between the hours of 8:30 a.m. and 2 p.m. at the Carlsbad City Library's Ruby G. Schulman Auditorium. Presentation to include: a. Messaging, discussion/activities around developing a positive mindset to encourage staff to bring more positivity to the workplace on an individual level as well as strategies to encourage this collectively within the organization. b. Messaging, discussion/activities about the concept of lateral leadership to empower and encourage staff at all levels to view themselves as leaders within the organization. This will also include an introduction of the concept of "lollipop moments", discuss of strategies to encourage more lateral leadership individually as well as across the organization. c. Weave messaging of Strengths Finder throughout the presentation and discussion/activities. d. Interactive, individual and group activities to reinforce the topics discussed (positive mindset, lateral leadership and application of StrengthsFinder). 3. Develop participant materials (custom workbook/handouts) and print for all participants. 4. This work will likely include several phone calls, in-person meeting, and/or email conversations before the event to discuss the presentations and activities and finalize the schedule. Venue Site Carlsbad City Library, 1775 Dove Lane, Carlsbad, CA 92011 Contractor Fees/Invoices Contractor shall be entitled to a flat fee as specified below, which includes the Contractor's fee and speaker fees. City will make all checks payable and addressed to Contractor contact as noted above. This work will be billed at a flat rate of not-to-exceed five thousand dollars ($5,000). Contractor to provide a detailed invoice to the City for payment at least two weeks before the event. Payment will be made at the completion of the training. City Attorney Approved Version 6/12/18 5 City AudioNideo Recording City reserves the right to audio or videotape record any lecture, reading or speaking engagement; but not any musical concert or musical performance. City may retain the recording in its files and may replay the recording for its employees. City shall make no more than three copies of the recording. City shall not sell the recording. City shall provide a copy of the recording to the Contractor, upon the Contractor's request. City Attorney Approved Version 6/12/18 6 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by: Fiona Everett, L&CA 9/19/19 (Name and Department) (Date) Proposed modification(s) to the General Liability (Type of insurance) requirement(s) for Devin C. Hughes Enterprises, LLC (Name of contract) D Reduce coverage to the amount of: ~$ ______ _ ~ Waive coverage D 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 J __________ _ □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): Per Admin. Order 68 Insurance not required for trainers. Approved by Risk Manager for this contract only: ~-2-}-~ (Signature) (Date)