HomeMy WebLinkAboutCataquest; 2008-08-20;AGREEMENT FOR LEADERSHIP TRAINING/COACHING SERVICES
CATAQUEST
THIS AGREEMENT for Leadership Training/Coaching Services ("Agreement") is made
and entered into as of the gfeff/ day of ^u^t^t , 20 x<r. by and
between the CITY OF CARLSBAD, a municipal corporation, ("City"), and CATAQUEST, an
Illinois limited liability company("Contractor")-
RECITALS
City requires the professional services of an executive coach that is experienced in
providing leadership consulting and coaching. 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 1 year from the date first above
written.
3. Fees. The total fee payable for the Services to be performed will not exceed thirty-six
hundred fifty dollars ($3,650). No other compensation for the Services will be allowed except for
items covered in Attachment "B" and 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 actual and reasonable (incurrent and paid) attorneys fees arising solely and
directly out of the Services and solely to the extent directly caused by any negligence,
recklessness, or willful misconduct of the Contractor, any of Contractor's subcontractors, anyone
employed by Contractor or Contractor's subcontractor or any agent of Contractor or Contractor's
subcontractor solely in connection with the Services.
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.
6. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation,
City Attorney Approved Version #05.06.08
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
rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of
California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless
otherwise authorized and approved by the City Attorney 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. Contractor will furnish certificates of
insurance to the Contract Department, with endorsements to City prior to City's execution of this
Agreement.
7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it
be determined that disclosure is required, Contractor or Contractor's employees, agents, or
subcontractors will complete and file with the City Clerk those schedules specified by City and
contained in the Statement of Economic Interests Form 700.
8. 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.
9. Termination. City or Contractor may terminate this Agreement at any time with 30 day
advance notice, 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 Exhibit "B" and the Agreement. Contractor shall refund any fees received by
Contractor from City for coaching sessions that were not performed prior to termination.
10. 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
sea. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
City of Carlsbad to terminate this Agreement.
11.. Venue and Jurisdiction. 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
12.. 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.
13. 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.
15. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Contractor and City each represent and warrant that they have the legal power, right
and actual authority to bind Contractor and City, as the case may be to the terms and conditions
of this Agreement.
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CONTRACTOR
CataQuest Consulting LLC, an Illinois
limited liability company
Carolyn
Member/Manager_
Tilden
CITY OF (ZA
corporation yoft
By:
ATTEST:
(print name/title)
_Carolyn.Tilden@CataQuest.com
(e-
mail address)
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"/ *£ •
O '"i *<'55"'"&J*££$'Wfflr A* °^
If required by City, proper notarial acknowledgment of execution by contractor must bexffiaj6reiPlT a^
Corporation. Agreement must be signed by one corporate officer from each of the * ! "-'* >"-»--^Tx
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherv\ise, the corporation mist 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:
City Attorney
DeputyCt^ Attorney
City Attorney Approved Version #05.06.08
STATE OF ILLINOIS )
)SS:
COUNTY OF LAKE )
The foregoing instrument was acknowledged before me, the undersigned authority, on
this day personally appeared Carolyn Tilden of CataQuest Consulting LLC, known to me to be
the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
she executed the same for the purposes and consideration therein expressed, in her capacity
therein stated as her free act and deed.
Given under my hand and seal of office on this the
My Commission expires July 6, 2011.
Public in and for
Lake County, Illinois.
Sheldon Braun
(Printed Name of Notary)
"OFFICIAL SEAL"
Sheldon Braun
CERTIFICATE OF EXEMPTION
WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE
I, MTM^ <- __ am the
tinsert name] " [title]
of _&^t^hr hereby'cirtify that (jftt.G>-V~rtfr • Cp^S^t*-*^ Lix^ _
[name of company] J [name of company]
has no employees and is not required by law to maintain workers' compensation or employers' liability
insurance. Should 6J--z^-*se~ ^mb^ bM — employ any person during the term
[name of company] '
of the Agreement with the City of Carlsbad for training and coaching services _ ,
[description of project or work that is being contracted]
then workers' compensation and employers' liability insurance will be obtained.
[Name]
[Title and name of compaay or corporation]
H:\WORD\Insurance\Admin Order #68 waiver WC.doc
EXH B T "A"
SCOPE OF SERVICES
Itemized List of what Contractor will do for City and at what price.
Services. 12 hours of phone coaching
Outcomes:
To position City for success as agreed to in pre-engagement discussions and initial call
Assumptions:
All work will be conducted by phone
- City will call Contractor for all coaching sessions
- Coaching time will be augmented by emails and short conversations between scheduled
sessions to do quick problem solving, strategizing, etc.
Coaching sessions will typically be one hour in length
Following is a more detailed overview of outcomes, activities and flow of activity.
Outcomes
Clarify focus on 1-2 goals for this
coaching engagement, develop an
action plan and monitor achievement
of this plan according to the coaching
model outlined above
Drawing on current leadership
opportunities, experiences and
challenges, explore different
behaviors and approaches in support
of achieving City's coaching goals
If appropriate, adjust coaching focus
and direction.
Based on an assessment of City's
progress, determine if this coaching
relationship continues forward to
focus on new goals or concludes.
Position City for success post this
engagement.
Activities
Conduct an initial 60-90 minute session
with City to establish a coaching goal
Meet with City, by phone, for a total of
12 individual coaching hours including
the initial 60-90 minute session.
At midpoint of engagement, assess
City's progress against his goals as
part of regularly scheduled coaching
session and adjust direction, if
appropriate
During final coaching session, review
City's success to-date and develop
steps toward continued success
While every effort will be made to perform the Services in such a manner that will yield the most optimum
outcome, Contractor can not guarantee any result.
Fees; $3,650 (Payment of fees to be satisfied in accordance with Exhibit B.)
Out of Scope Services: See Exhibit B
Expenses: See Exhibit B.
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Exhibit "B"
Fees. The Fee for Services is $3,650.
Out-of-Scope Services. "Out of Scope Services" are herein defined as being (i) services City
desires that are different from or in addition to those described in Exhibit A,, and/or (ii) services
Contractor reasonably believes are out of the defined scope. Each party shall notify the other of
Out of Scope Services and the fees for such services will be negotiated as an amendment to
the contract.
Confidentiality - Coaching services will be conducted in accordance with the ethical guidelines
and standards of practice of the International Coach Federation.
Expenses. Contractor will be responsible for actual out-of-pocket expenses incurred in
connection with its performance of the Services.
Rescheduling. City will give 24 hours notice to Contractor in order to reschedule an
appointment. Any appointment that City misses without notice shall be considered a paid
appointment and deemed a session actually provided.
Payment Terms.
A. Services. City will satisfy the Fee for the Services in two equal installments, each in the
amount of $1,825. The first such installment shall be due on the date the Contractor completes
the first coaching session. The second installment will be due on the date the Contractor
completes the fifth coaching session.
Upon completion of the Services, both City and Contractor will evaluate the relationship to see if
it should be terminated or be extended by mutual agreement of the parties.
B. Failure to Timely Pay. In the event Contractor has not received payment from City in full of
any amount due to Contractor under this Agreement on the date such payment is due, then City
agrees to pay Contractor interest on such unpaid amounts at the rate of twelve percent (12%)
per annum until such time Contractor has received full payment of such pay due amounts.
City Attorney Approved Version #05.06.08