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HomeMy WebLinkAboutWinters, Jeanette K.; 2018-06-21;AGREEMENT FOR COACHING, TRAINING AND ORGANIZATION DEVELOPMENT SERVICES DR. JEANETTE K. WINTERS IS AGREE ENT is made and entered into as of the ctif day of _____________ , 2018, by and between the CITY OF CARLSBAD, a municipal corporati organizat , ("City"), and Dr. Jeanette K. Winters, ("Contractor") for coaching, training and n development services. RECITALS A. City requires the professional services of a consultant that is experienced in coaching and training employees and providing other organizational development services. B. Contractor has the necessary experience in providing professional services and advice related to employee development and organizational development. C. Contractor 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the Agreement term will be in an amount not to exceed one hundred thousand dollars ($100,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A" except for the coaching services which will not be subject to the retention. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be City Attorney Approved Version 9/27/17 under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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. 10. INSURANCE This section intentionally omitted. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and City Attorney Approved Version 9/27/17 2 any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one ( 1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the materials created and services provided within the scope of this agreement specifically for the City of Carlsbad will be vested in City and Contractor relinquishes, all claims to the copyrights in favor of City. Materials created outside the scope of this agreement and copyrighted by Contractor are available to the City at Contractor's discretion. City is permitted to use these materials at no additional charge, however, Contractor's copyrighted materials cannot be copied, or utilized by City without Contractor's prior permission. 15. 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 Julie Clark Title HR Director Department Human Resources City of Carlsbad Address 1635 Faraday Ave Carlsbad CA 92008 Phone No. 760-602-2438 For Contractor Name Dr. Jeanette K. Winters Title "Talent Doc" Address 27914 Ingram Rose Court Fulshear, TX 77 441 Phone No. 480-225-4878 Email jeanettekwinters@g mail. 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. 16. 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. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. City Attorney Approved Version 9/27/17 3 Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or.retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. City Attorney Approved Version 9/27/17 4 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. 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. /II Ill Ill Ill Ill Ill /II City Attorney Approved Version 9/27/17 5 26. 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 (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: [INS T TITLE OF PERSON r~ rt.. AUTHOR! ED TO SIGN (City Manager or Mayor or Division Director· as authorized by the City Manager)] ATTEST: ~~:&,._~_N_;_/ 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: CELIA A. BREWER, City Attorney BY:_/lu)_~~ Assistant City Attorney City Attorney Approved Version 9/27/17 6 EXHIBIT "A" SCOPE OF SERVICES For the purpose of maintaining a highly engaged and talented workforce delivering on the City's mission, vision and values, under the direction of the Human Resources Director or his/her designee, Contractor will provide the following services on an as needed basis: Professional Coaching Provide employee development coaching for employees to include: • identifying city/department/team goals and priorities related to the employee's development, • identifying the employee's development needs and creating a plan to address those needs • developing customized coaching plans to include the employee's development goals, milestones and performance measures to gauge success, • providing one on one sessions in person at a City of Carlsbad facility and by phone/web chat, • developing the employee's ability to coach their direct reports and be an effective supervisor • conducting quarterly check-ins with the employee's supervisor and with the HR project manager to review progress and discuss needs for services other than coaching as outlined below in the section titled "Other" and • assessing results and making recommendations for future or ongoing employee development. Training Develop curriculum for and/or deliver employee development training to include: • One-on-one, small group (less than 10), mid-size (10 to 30) and large group (30 to 75) sessions held at City of Carlsbad facilities • Teaching methods tailored to the learning styles and needs of each group • Train the trainer sessions that enable HR staff and contractors to effectively deliver specific training to align with city employee development goals Specific training needs to be provided by the HR director or his/her designee. Other During the course of the coaching assignment, related needs may arise, including, but not limited to: • Team alignment and development • Workforce planning • Succession planning • Organizational development • Classification and compensation City Attorney Approved Version 9/27/17 7 Contractor will note these issues during quarterly progress reports with the HR project manager and department director/designee so a coordinated strategy can be developed. Contractor will not pursue strategies to address these related needs without prior approval from the HR project manager. Fees All services will be billed at $200/hr with the exception of training delivery and organizational development assessment tools (e.g., MBTI, DISC). City will reimburse Contractor for the actual cost of assessment tools without any associated mark up costs. Training Delivery $1,600 Full day (5 to 8 hours) $1,000 Half day (up to 4 hours) Hard costs, such as production (e.g., printing/copying) of training materials and handouts, will be billed at cost and are not included in the training delivery or hourly rate. Invoices Invoices will be sent monthly and will itemize costs per service to include a brief description of the service, the name of the person receiving the service, dates of service, number of hours spent on the service, hourly rate per service. Invoices will be emailed to kim.stankavich@carlsbadca.gov. Travel Reimbursement Travel expenses will be pre-approved by the City. Mileage within the City of Carlsbad or other designated locations for the purposes of providing services will be reimbursed based on current IRS rates. If the consultant is required to travel to city facilities from outside a radius of 100 miles of the city facility, reimbursement for travel expenses will be paid according to the guidelines below. Reimbursement for Transportation: Consultant may submit receipts for the actual cost of transportation if travel. Use of air, train, private automobile, or other mode of public transportation shall be selected on the basis of the least total cost to the city after all expense items are tabulated. Reimbursement for Lodging: Lodging shall be obtained at the most economical rate available for good quality lodging. Any additional expenses beyond those required for the consultant must be paid by the consultant. Reimbursement for Meals and Incidental Expenses: Consultant may submit receipts for the actual cost of meals, tips and incidental expenses for reimbursement up to a limit of $70 per day. The city will not reimburse the cost of alcoholic beverages. City Attorney Approved Version 9/27/17 8 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by: Bridget Desmarais (Name and Department) (Date) Proposed modification( s) to the General & Prof. Liability, Auto, Work Comp requirement( s) for _J_ea_n_et_te_K_. _W_in_te_rs ________ _ (Type of insurance) (Name of contract) D Reduce coverage to the amount of: ~$ ______ _ [j] Waive coverage D Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) OSignificance 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} _______ _ OSignificance 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} OContract Amount/Term of Contract: $ _______ . Work will be completed over a period of __ _ OProfessional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain}. ___________________________ _ [i]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): Coaching services have minimal liability. She is a small one person business and she does not travel between city facilities. The majority of her work is coaching over the phone. Insurance waived for previous agreement (Signature) H \WORD\lnsurance\Admin Order #68.doc 06/15/2006 27