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HomeMy WebLinkAboutCentre for Organization Effectiveness; 2012-08-09;08/06/2012 15;50 6196851342 THE CENTRE PAGE Bl/09 MASTER AGREEMENT FOR GROUP FACIUTATION. STRATEGIC PLANNINO AND COACHING THE CENTRE FOR ORGANIZATION EFFECTIVENESS corporala^rfSerVStoVw, and the Centre for Organ^tlon Effectiveness, a Joint Powers Authority hereinafter referred to as Contractor. ggCITALS A City requires the professional sen/ices of a consultant that Is experienced in aroup facilitation, strategic planning and coaching sen/ices. nrni-rt hv^-oroiect groupTB^cmw ^.^ professional services are required on a non-exclus.ve, project-by-project 0 Contractor has the necessary experience in providing professional sen/Ices and arivinp. related to group facilitation, strategic planning and coaching sen/ices. adv.ce related to^S^o^P sutimrtted a proposal to City and has affirmed rts 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: Citv reii^^tti^rto perform, and Contractor agrees to render, those services (the ^Se^ffi tha^^^^^^^^ Exhibit "A", which is incorporated by this reference ,n accordance with this Agreement's terms and conditions. contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2 RTAMDARD OF PERFORMANCE , . ^ mile perfSSriing the services, contractor will exercise the reasonable P^.'^^^s^^^^^.^^^^"^ Skill customarily exercised by reputable members of Contractor's profession Practicing i^^^^^^^^^ Metropolitan Southern Califomia Area, and will use reasonable diligence and best judgment y^^WQ exercising Its professional skill and expertise. 3 TERM A r QL The term of this Agreement will be effective from the date first above written to fi^AjsC 7 , 2013. The City Manager may amend the Agreement to extend It for ttwo addltioMl one year periods or parts thereof In an amount not to exceed one hundred thousand dollars ($100,000) per Agreement year. Extensions will be based upon a safisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS A^IP COMPLETION The wort< for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notlficafion to proceed by City and be completed within the time specified (n the Task Description for the project (see paragraph 5 below). Extensions of time for 1 city Attorney Approved Version 2/17/12 08/06/2012 15:50 6196851342 THE CENTRE PAQE 02/09 a specific Task Description may be granted If requested by Contractor and f 9^©^^ to in vjmtm bv the City Manager or the Division Director ("Director") as authorized by the^City Manager The City Manager or Director, on request of Contractor, maygive allowance for documented and substanfiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City Inaction or other agencies' lack of timely action, in no event shall a specific Task Description exceed the term of this Agreement. The cumuili^^taffo^ projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) per agreement year. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit A . Pnor to Inltiafion of any project worit by Contractor, City shall prepare a Project Task Description and Fee Allotment (the 'Task Descripfion") which, upon signature by Contractor and for City, tne City Manager or Director, will be considered a part of this Agreement. The Task Descripfion will include a detailed scope of services for the particular project being considered and a statertient of Conttactor's fee to compiete the project In accordance with the specified scope of services. The Task Description will also Include a descripfion ofthe method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will pert'orm the Sen/Ices 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 \ftrilI be under control of City only as to the result to be accomplished, but will consult wifii City as necessary. The persons used by Contractor to provide sen/ices 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 compensafion to which Contractor Is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subconttactors. City will not be required to pay any workers' compensafion Insurance or unemployment contribufions on behalf of Contractor or its employees or subcontractors. Contractor agrees to Indemnify City within thirty (30) days for any tax, refirement 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 elecfion. City may deduct the indemnificafion amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Sen/ices without notifying the City. If Contractor subcontracts any of the Sen/Ices, 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 contracttJal relafionship bettween any subcontractor of Contractor and City. Nothing contained in this Agreement shall create an employee relationship between 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 tenns of this Agreement applicable to Contractor's work unless specifically noted to the contrary In the subconfract and approved in writing by City. City Attomey /^proved Version 2/17/12 08/06/2012 15:50 6196851342 THE CENTRE PAGE 03/09 The C'lt^SsiSl^mf^^^^Ploy other Contractors in connecfion with the Sen/ices. ContraitoSK^ntfy and hold harmless the City and its officers, f f a'?'^^^^^^^^^ and voSn e^^^^ from and against all claims, damages, losses and expenses includrng attorneys fees arising out of the performance of the work described herein caused in whote or in part by anv wiM misconduct oVnegligent act or omission of the Contractor, any subcontractor, anyone dKy oHnS^ employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment. ^^^"i^y^J^^SSfh^f S wXre' makes to or on behalf of an Injured employee under the City's self'-adrninistered worttere cornpensatlon Is Included as a loss, expense or cost for the purposes of this secfion, and that this secfion will survive the explrafion or early terminafion of this Agreement. 10 INDEMNIFICATION RE: CALPERS ^. City of Carisbad Is a member agency of CalPERS for purposes of employee ^f^'rement benefit^^ Contractor agrees to indemnify and hold harmless the City and its officers, ofTiciais, employees and volunteers from and against all claims, damages, losses and expenses including attome^^^ fees arising out of Contractor's use of employees, subcontractors or consultants who are retired annuitants of the CalPERS refirement system in the performance of any of the woi^ descnbed herein caused In whole or In part by Contractor's use of said CalPERS refired annuitant(8). Contracl^^v^obtlin and maintain for the duration of the Agreement and any and all amendments. Insurance against claims for injuries to persons or damage to P/operty which may arise out of or In connection with performance of the sen/ices by Conttactor or Conttartors agents, representatives, employees or subcontractors. The insurance wil be obtained from^^^ Insurance carrier admitted and authorized to do business in the State f ^t^^"^^^^ insurance carrier is required to have a current Best's Key Rafing of not less than A- Vll OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLi) with a rating In ttie latest Best's Key Rafing Guide of at least "A:X". 11 1 Cnveraoe and Limits. Contractor will maintain the types of coverage and minimum limits indicated beiowT unless Risk Manager or City Manager approves a lower amount These minimum amounts of coverage will not constitute any limitations or cap on Conttactors Indemnificafion obligafions under this Agreement. City, its officers, agents and employees make no representafion that the limits of the insurance specified to be can-led by Contractor pursuant to this Agreement are adequate to protect Contractor, ff Conttactor believes that any required insurance coverage is inadequate, Contractor will obtain such addifional insurance coverage, as Contractor deems adequate, at Contt'actor's sole expense, 1111 Commercial General Liabllitt/ Insurance. $1,000,000 combined slnglej^limlt per occurrence for bodily injury, personal injury and property damage, ff the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occun'ence limit. 1112 Automobile Liabilitv (if the use of an automobile is Involved for Contractor's wori< for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. City Attomey Approved Version 2/17/12 08/06/2012 15:50 6196851342 THE CENTRE PAGE 04/09 1113 v/v/nrkpr^' Comoen^^ti^n ^nd Emplover's LlabllUV. Woricers' Compensafior^ limits as required by the Ca fomia Labor CodrWorkers' Compensation will not be required rf SLdor ha^ and provides, to Crty's safisfacfion, a declarafion stafing this. Contractor ^^^^^^^^^ Errors and omissions liability appropriate to Contractor s Session wlthS?fSK£n $1,000,000 per claim. Coverage must be maintained for a period of five years foiiowing the date of completion of the work. ^ If box is checked, Professional Liability City's initials Contracto^^ Initials ^ Insurance requirement is waived, 11 2 AHriitinnal Provisions. Contractor will ensure that the policies of Insurance required under this Agreerrient contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, Nwhlch will be written as claims-made coverage. 112 3 This Insurance will be in force during the life of the Agreement and any extensions of It and will not be canceled without thirty (30) days prior written nofice to Crty sent by certified mail pursuant to the Nofice provisions of this Agreement. 11 3 Prnvidina Certifirtat^^s of insuranre and Endorsements, Prior to City's execufion of this Agreement, Contractor will fumish certificates of insurance and endorsements to City. 11 4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the opfion to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies n order to maintain the required types of coverage. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 and i Submission of Insurance Policies. City reserves ttie right to require, at anytime, complete certified copies of any or all required insurance policies and endorsements. 12 BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from fime-to-fime. 13. ACCOUNTING RECORDS ^ ^ Contractor will maintain complete and accurate records with respect to costs incurred under mis 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 any other documents created pursuant to this Agreement. Conttactor will allow inspection of all wortc, data, documents, proceedings, and acfivities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All worit product produced by Contractor or Its agents, employees, and subconttactors pursuant to this Agreement Is the property of City. In the event this Agreement is tenninated, all work 4 cityAttorney Approved Version 2/17/12 08/06/2012 15:50 6196851342 THE CENTRE PAGE 05/09 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. 15. COPYRIGHTS Contractor agrees that all copyrights that arise ttom the services will be vested In City and Contractor relinquishes all claims to the copyrights in favor of City. 16, NOTICES The name of the person who is authorized to give written nofice or to receive written nofice on behalf of City and on behalf of Contractor under this Agreement Is: FQJLCltVI Name Title Dept For Contractor: Julie Clark Human Resources Director Human Resources Department CITY OF CARLSBAD Address 1635 Faradav Ave Carisbad, CA 92008 Phone 760 602 2440 Name Title Address Phone Email Sommer Kehrii Execufive Director 8950 Villa La Jolla Drive, Suite A204 La Jolla. CA 92037 858-534-9119 skehril@tcfoe.com Each party will notify the ofiier Immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. 99NFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk In accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report Investments or Interests in atl four categories. 18. GENERAL COMPLIANCE VVITH LAWS Conttactor will keep fully infonned 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 perfonnance of the Services by Contractor. Contractor will at all ttmes obsen/e and comply with these laws, ordinances, and regulafions and will be responsible for the compliance of Contractor's services with ali applicable laws, ordinances and regulafions. 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, verHying the eligibility for employment of all agents, employees, subcontractors and consultants whose sen/ices are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulafions prohibifing discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance ofthe Sen/Ices 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 wrifing. A copy of such documented dispute will be fonvarded to both parties involved along with recommended methods of resolufion, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolufion within ten (10) business days. If the resolufion thus city Attomey Approved Version 2/17/12 08/06/2012 15:50 6196851342 THE CENTRE PAGE 06/09 Obtained is unsafisfactory to the aggrieved party, a letter outiining the disputes will be fonvarded to the City Manager, The City Manager will consider the facts and solufions recommended by each party and may then opt to direct a solufion to the problem. In such cases, the acfion 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. fn the e^mof^'iontractor's failure to prosecute, deliver, or perform the Seivices, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the terminafion. If City decides to abandon or indefinitely postpone the woric or sen/ices contemplated by this Agreement, City may tenninate this Agreement upon written nofice to Contractor. Upon notlficafion of terminafion, Confractor has five (5) business days to deliver any documents owned by City and all worit In progress to City at the address contained in this Agreement. City will make a determinafion of fact based upon the work product delivered to City and of the percentage of woric 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 flnal payment ofthe Agreement. Either party upon tendering thirty (30) days written notice to the other party may tenninate this Agreement. In this event and upon request of City, Contractor will assemble the wortc product and put It in order for proper filing and closing and deliver it to City. Contractor will be paid for work perfonned to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final detennination as to the portions of tasks completed and the compensafion to be made. 22. 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 Contt-actor, 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 considerafion confingent upon, or resulting from, the award or making of this Agreement. For breach or violafion of this warranty, City will have the right to annul this Agreement without liability, or, In its discrefion. to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or confingent fee. 23. 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 anficipafion of litigation or in conjuncfion with lltlgafion, Conttactor acknowledges that If a false claim is submitted to City, It may be considered fraud and Contractor may be subject to criminal prosecufion. Contractor acknowledges that California Government Code secfions 12650 etseq., the False Claims Act applies to this Agreement and, provides for civil penalfies where a person knowingly submits a false claim to a public entity. These provisions include false claims rnade with deliberate Ignorance ofthe false Informafion 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 enfitled to recover Its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debannent 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 debannent by anofiier jurisdicfion is grounds for City to tenninate this Agreement. 24. JURISDICTIONS AND VENUE Any acfion at law or In equity brought by either of the parties for the purpose of enforcing a rtght or rights provided for by this Agreement will be tried In a court of competent jurisdicfion In the County of San Diego, State of California, and the parties waive all provisions of iaw providing for City Attorney Approved Version 2/17/12 08/06/2012 15:50 6196851342 THE CENTRE PAGE 07/09 a change of venue In these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It Is mutually understood and agreed that this Agreement will be binding upon City and Conttactor and their respecfive 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. 26. EfsfJIRE AGREEMENT This Agreement, together with any other written document refenred to or contemplated by It, along witti the purchase order for this Agreement and its provisions, embody the enfire Agreement and understanding between the parties relafing to the subject matter of it In case of conflict, the tenns of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modifled, waived or discharged except in a wrifing signed by both parties. 27 AUTHORITY The individuals execufing this Agreement and the Insttuments referenced in It on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Conttactor to the tenns and condifions of this Agreement city Attomey Approved Version 2/17/12 Executed by Contractor this (o day of /(t^^uh^ ., 20 /Z^ CONTRACTOR By: ^ (sign here) (print name/title) CITY OF CARLSBAD, a municipal corppration of the^§Jate of California B/ / ^ ATTEST 11} By: (sign here) LORRAINE M. WOOD City Clerk (print name/tifie) Proper notarial acknowledgment of execufion by Contractor must be attached. If a corooration. 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. CITY OF CARLSBAD^ municipal corporafion ofthe State of California APPROVED k^iO^^: RONAL0'R::€^?City^ttorney Assistant City Attorney City Attomey Approved Version 2/17/12 08/06/2012 15:50 6196851342 THE CENTRE PAGE 09/09 EXHIBITA CONTRACTOR'S SCHEDULE OF RATES The Centre for Organizafion Effectiveness will be providing professional consulting services in the areas of group facilitation, strategic planning and coaching. The costs associated with these services will vary depending on the nature of the assignment, the length of the assignment, the experience level of the assigned consultant, and the budget allocated to the specific projecl, among other factors. Consultant rate: $100 - $250 per hour City Attomey Approved Version 2/17/12