HomeMy WebLinkAboutGoates Consulting Group; 2013-08-16;MASTER AGREEMENT FOR GROUP FACILITATION,
STRATEGIC PLANNING AND COACHING
GOATES CONSULTING GROUP
/I THIS AGREEMENT is made and entered into as of the I L a day of
/lyLCyuL^rf-' 20121, by and between the CITY OF CARLSBAD, a municipal
)orati<^~ hereinafter referred to as "City", and Goates Consulting Group, a Corporation. corporat
hereinafter referred to as "Contractor."
RECITALS
A. City requires the professional services of a consultant that is experienced in
group facilitation, strategic planning and coaching services.
B. The professional services are required on a non-exclusive, project-by-project
basis.
C. Contractor has the necessary experience in providing professional services and
advice related to group facilitation, strategic planning and coaching services.
D. 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.
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. 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 from the date first above written to September 30,
2014. The City Manager may amend the Agreement to extend it for two additional 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 satisfactory review of Contractor's
peri^ormance, 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 AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten
(10) days after receipt of notification to proceed by City and be completed within the time
specified in the Task Description for the project (see paragraph 5 below). Extensions of time for
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a specific Task Description may be granted if requested by Contractor and agreed to in writing
by the City Manager or the Division Director as authorized by the City Manager ("Director").
The City Manager or Director will give allowance for documented and substantiated
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.
6. COMPENSATION
The cumulative total for all 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". Prior
to initiation of any project work by Contractor, City shall prepare a Project Task Description and
Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the
City Manager or Director, will be considered a part of this Agreement. The Task Description will
include a detailed scope of services for the particular project being considered and a statement
of Contractor's fee to complete the project in accordance with the specified scope of services.
The Task Description will also include a description of the method of payment and will be based
upon an houriy rate, percentage of project complete, completion of specific project tasks or a
combination thereof.
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
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
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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 in whole or in part by
any willful misconduct or negligent act or omission 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 eariy termination ofthis Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH" 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".
10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum
limits indicated below, unless Risk Manager or City Manager approves a lower amount. These
minimum amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and employees make
no representation that the limits of the insurance specified to be carried by Contractor pursuant
to this Agreement are adequate to protect Contractor. If Contractor believes that any required
insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as
Contractor deems adequate, at Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1.000.000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If 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 occurrence limit.
10.1.2 Automobile Liabilitv (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and
property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
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10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the d^te of completion of the work.
/^"^^As^ fvl If box is checked, Professional Liability
^'s Initials Contractor's Initials Insurance requirement is waived.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 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 notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. 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.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carisbad 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 cleariy 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. 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.
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14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
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 are:
For City: For Contractor:
Name Julie Clark Name ^^^Cj S> GtytX 'feS
Title Human Resources Director Title 'F/A^ftie4^i-
Dept Human Resources Department Address fCl^^l?^ (Jyr^Wl^^ <^//^ (^\^
CITY OF CARLSBAD Cjn ifUS>^ ^^09¥
Address 1635 Faraday Ave Phone 7/^/3- Si/^- "^.^CDO
Carisbad, CA 92008 Email ^^^^ ^ /lp<iiijar7^ f/tM,
Phone 760 602 2440 ^ ^ ^
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 Carisbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
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.
Contractor will be aware ofthe requirements ofthe 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 peri'ormance 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 fonA/arded 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 fonA/arded
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.
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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 at the 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 othenA/ise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
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 ef 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. JURISDICTIONS 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
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Contractor and their respective successors. Neither this Agreement or 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.
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 ofthis Agreement.
Executed by Contractor this
CONTRACTOR
day of
CITY OF CARLSBAD, a municipal
corporation^f theyStatj&^of California
By:
(sign hei
\J (print name/fitle)
^^^^(s^nh^ .
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. ]f_i
Agreement must be signed by one corporate officer from each of the following two gr&jup^^'^J^' ^^s-"
Group A Group B ''"//MIO^^'' Group
Chairman,
President, or
Vice-President
Group
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.
CITY OF CARLSBAD, a municipal corporation ofthe State of California
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
City Attorney
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\y CITY OF Cvflfli!i^i3
CARLSBAD A w\ CONSULTING GROUP.
EXECUTIVE COACHING • LEADERSHIP DEVELOPMENT
ORGANIZATION EFFECTIVENESS • FACIUTATION • STRATEGIC HUMAN RESOURCE LEADERSHIP
Exhibit A
A. Group Facilitation and Training &
B. Strategic Planning & Organizational Design:
Daily Rate: $1200
Half-day Rate: $600
Hourly Rate: $200
Half-day = 3.5 - 4hrs Full-day = 7 - 8 hrs
Travel - no charge unless it requires travel outside the North San Diego County
Additional Work Rates:
o Material/Agenda Preparation (off site) = $50/hr
o Materials (copies, binders, tabs, flipcharts) = TBD
C. Coaching:
In Person Sessions - twice per month for a period of six months: $6,000
In Person Sessions - once per month for a period of one year: $6,000
Telephone Sessions in addition to scheduled, in person sessions: $200/hr
Spot Coaching - half day session $700
Spot Coaching - full day session: $1400
Travel - no charge unless it requires travel outside the North San Diego County
Additional Work Rates:
o Coaching Material/Agenda Preparation (off-site) = $50/hr
o Materials (MBTI, 360, STRONG Interest Inventories etc.) = TBD
m-: Q
^ CITY OF
CARLSBAD
Professional Consulting Services Proposal
Value to Citv of Carisbad;
The value to Company in meeting the above objectives include:
Increasing Leadership Bandwidth and Effectiveness - to effectively deliver on organizational
goals and objectives and successfully navigate the organizational change and growth coming in the
next few years
Create a Greater Internal Pool of Leadership Talent - Establishes a leadership pipeline to
sustain leadership continuity in the ageing city employee population .
Feedback, the Breakfast of Champions - Data to drive individual leader development increasing
leader and employee satisfaction.
Better Employee Skills - ability to base promotion and succession planning decisions on data
rather than subjective opinions.
Driving Increased Employee Satisfaction and Retention - "People don't leave companies,
they leave bosses" Beverly Kaye and Sharon Jordan Evans
Payment Terms; ^
• Consulting Professional Services - in consideration ofthe discounted rates Goates Consulting
Group is offering the City of Carisbad as a public service entity, the following payment terms
are agreed to:
> Invoices will be produced month end after services are rendered
> Payment Terms are net 15 days after invoices are provided
> Notice of change or cancelation of professional services less than 48 hours notice will be
paid at full rate
> Notice of change or cancelation of professional services within one business week and
48 hrs will be paid at half rate :
Appendix:
A. Master Resume and Key Projects List - Greg Goates
B. Strategic Planning Overview - Goates Consulting Group
C. Executive Coaching Overvievv - Goates Consulting Group
CITY OF
CARLSBAD
Professional Consulting Services Proposal
Cost Proposal
A. Group Facilitation and Training &
B. Strategic Planning & Organizational Design:
Daily Rate: $1000
Half-day Rate: $600
Hourly Rate: $200
Half-day = 3.5 - 4hrs Full-day = 7 - 8 hrs
Travel - no charge unless it requires travel outside the North San Diego County
Additional Work Rates:
o Material/Agenda Preparation (off site) = $50/hr
o Materials (copies, binders, tabs, flipcharts) = TBD
C. Coaching:
in Person Sessions - twice per month for a period of six months: $6,000
In Person Sessions - once per month for a period of one year: $6,000
Telephone Sessions in addition to scheduled, in person sessions: $200/hr
Spot Coaching - half day session $500
Spot Coaching - full day session: $1400
Travel - no charge unless it requires travel outside the North San Diego County
Additional Work Rates:
o Coaching Material/Agenda Preparation (off-site) = $50/hr
o Materials (MBTI, 360, STRONG Interest Inventories etc.) = TBD
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: Cheri Abbott Human Resources 7/31/13
(Name and Department) Date
Proposed modification(s) to the liability requirement(s) for Goates Consulting Group
(Type of insurance) (Name of contract)
O Reduce coverage to the amount of:
H Waive coverage
n Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those (hat apply)
lyiSignificance 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] Contractor has
knowledge of City structure and policies
nSignificance of Contractor: Contractor has unique skills and there are few if any altematives. [explain:
include number of candidates RFP sent to and number responded if applicable]
•Contract Amount/Term of Contract: $100,000.00 Work will be completed over a period of Up to 3 years
•Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain],
riOther (e.g. explain why exposures are minimaL how exposures are covered in another policv, exposure
control mechanisms, and any other information pertinent to vour request): Consultant has general liability
insurance
Approved bv Risk Manager for this contract onlv: r.y^/i^jfA^//fj^i^^ ( <^
(Signature) (Date)
H:\WORD\lnsurance\Admin Order #68 waiver modily insurance requirements.doc