HomeMy WebLinkAboutEmbassy Consulting Services LLC; 2015-08-04;AGREEMENT FOR PROFESSIONAL TRAINING SERVICES
EMBASSY CONSULTING SERViCES, LLC
THIS AGREEMENT is made and entered into as of the day of
Au<J<-J5ZL 20 IS. by and between the CITY OF CARLSBAD, a municipal
corporatioVl, ("City"), and Embassy Consulting Services. LLC , a California, Limited Liabilitv
Companv. ("Contractor").
RECITALS
City requires the professional services of a Contractor that is
experienced in Professional Training . 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 tenns and condifions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of 6 months from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed will be
Nine Thousand. Nine Hundred, and Ninetv-Nine ^dollars ($ 9.999.00 ). 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%) retenfion
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.
City Attorney Approved Version 4/1/15
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'
compensafion is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or eariy tennination 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 Rafing of not less than "A-:VH";
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 Rafing Guide of at least "A:X"; OR an alien non-
admitted insurer listed by the National Associafion of Insurance Commissioners (NAIC) latest
quarteriy listings report, in an amount of not less than one million dollars ($1,000,000) each,
unless othenwise 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 addifional 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. CONFLICT 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 all four categories.
8. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal iaws and regulafions prohibifing
discrimination and harassment and will obtain and maintain a City of Carisbad Business License
for the term of this Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any fime 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.
10. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalfies for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq., and Carisbad Municipal Code Sections 3.32.025, ef seq. Contractor further acknowledges
that debarment by another Jurisdicfion is grounds for the City of Carisbad to tenninate this
Agreement.
11. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and Jurisdicfion for resolution of any disputes
between the parties arising out of this Agreement is the State Superior Court, San Diego County,
California.
City Attomey Approved Version 4/1/15
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 esfimated changes in charges or time
schedule.
14. AUTHORITY
The individuals execufing 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
eity MuilagurorWfayor or Director
Josef Levy, President
(print name/tifie)
By:
(sign here)
Cary iVlorrison
ATTEST:
BARBARA ENGLESON
City Clerk
(print name/tifie)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporafion. 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. BKkWfe^iJity^orney
By:.
City Attorney Approved Version 4/1/15
EXHIBIT "A"
SCOPE OF SERVICES
Embassy Consulfing Services, LLC (ECS) will provide the Carisbad Police Department with five,
8-hour classes on Emofional Intelligence. ECS will provide two trained facilitators for the classes
and will be delivered on dates to be agreed upon by both parties. Each class will have a
maximum of twenty-five participants and will receive training on the below listed topics:
• Discover what emotional intelligence is and why it matters at work.
• Broaden awareness of the role of emotions play as a Police Officer.
• Explore the four EQ skills in acfion: Self- Awareness, Self-Management, Social
Awareness, and Relationship Management.
• Discuss real worid examples and experiences, what wori<s, what doesn't, and what to do
the next time.
• Using an Emotional Intelligence self-assessment, understand their current level of
emotional intelligence (strengths and weaknesses) and where to focus their own
development.
• Complete an EQ Development Plan to include one EQ goal and specific EQ practice
strategies that will help them achieve their goal.
City Attorney Approved Version 4/1/15