HomeMy WebLinkAboutHowell Consulting Group; 2014-10-09;AGREEMENT FOR GROUP FACILITATION,
STRATEGIC PLANNING AND COACHING
HOWELL CONSULTING GROUP
THIS AGREEMENT is made and entered into as of the day of
D<>rObev- . 20/^. by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as "City", and Howell Consuttinq Group, a sole proprietorship,
hereinafter referred to as "Contractor."
RECITALS
A. City requires the professional services of a consultant that is experienced in group
facilitation, strategic planning and coachirig services.
8. The professional services are required on a non-exclusive, project-by-project
basts.
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 consideratton 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 conditKjns.
Contractor's ofc»ligations 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 wilt 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 t»est judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for one year from the date first above. 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 thirty thousand dollars ($30,000) per Agreement year.
Extensions will be based upon a satisfactory 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.
PROGRESS AND COMPLETrON
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 a specific
Task Description may be granted if requested by Contractor and agreed to in writing by the City
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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
inat^on or other agencies' lack of timely action. In no event shall a specific Task Description
exceed the temi of this Agreement.
5. COMPENSATION
The cumulative total for ati projects aitowed pursuant to this Agreement witt not exceed thirty
thousand dollars ($30,000) per agreement year. Fees will be paid on a project-by-prqject 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 ofthis Agreement. The Task Description will include a detailed
scope of services for the particular project being consklered 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 hourty 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 resutt to be accomplished, but will consutt 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
withhoWings on behalf of Contractor or its agents, employees or subcontractors. City wilt not be
required to pay any workers' compensation insurance or unemptoyment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, sodaJ security, overtime payment, unemployment
payment or wori<ers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or suk)Contractor 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 sutjcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms ofthis Agreement applicable to Contractor's work unless specifically
rwted to tlie contrary in the suixontract and approved in writing by City.
^ OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATtON
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'
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fees arising out ofthe performance ofthe work descrit)ed herein caused in whote or in part by any
willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone
directty or indirectly emptoyed 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 of this 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 perfonnance of the services by Contractor or Contractor's
agents, representatives, employees or suljcontractors. The insurance will be obtained from an
insurance canier admitted and authorized to do business in the State of Califomia. The insurance
can-ier is required to have a current Best's Key Rating of not tess than "A-:Vtt" 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 ttie insurance specified to be carried by Contractor pursuant to this Agreement
are adequate to protect Contractor, tf 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, tf the submitted policies
contain s^egate limits, general aggregate limits will appfy separatety 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 Woricers' Compensation and Emplover's Liabilitv. Woricers' 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 Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not tess than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
n If box is checked, f^ofessional Liability
City's Initials Contractor's Initials Insurance requirement is waived.
10.2. Additionat Provisions. Contractor will ensure that the policies of insurance required under
ttus Agreement contain, or are endorsed to contain, ttie fottowing provistons:
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 fumish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage, tf 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 urnier this Agreement.
10.5 Submission of Insurance Policies. Citv reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS UCENSE
Contractor will obtain and maintain a City of Carisbad Business License for the tenn 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 incun-ed 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 activifies 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 ttiis 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 wilt 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 alt 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
fc>ehalf of City and on behalf of Contractor under this Agreement are:
For Citv:
Name
Title
Dept
Address
Julie Clark
Human Resources Director
Human Resources Department
CITY OF CARLSBAD
1635 Faraday Ave
Carisbad, CA 92008
Phone 760 602 2440
For Contractor:
Name
Titie
Address
Phone
Emait
1^0 11
n^u e t)ov\/eil run wi4^^(^ fin^.
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to t)e directed to another address.
16. CONFLICT OF INTEREST
Contractor shalt file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carisbad Conflict of tnterest Code. The Contractor shall report
investments or interests in all four categories.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully infonned of federal, state and local taws 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 alt 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 of ttie requirements of the Immigration Reform and Control Act of 1986
and wilt comply with those requirements, including, but not limited to, verifying the eligibility for
employment of alt agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor wilt compty with all applicabte local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the perfonnance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not othenwise 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 fonwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the tetter will reply to the letter along with a recommended
method of resolution within ten (10) business days. Ifthe resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes witt t>e 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
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upon ttie parties invoh/ed, 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
tenninate this Agreement for nonperfonnance 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 tenninate this Agreement upon written notice to Contractor. Upon
notrfication of termination, Contractor has five (5) business days to deliver any documents owned
by Cfty and all work in progr^s to City at the address contained in this Agreement Cfty will make
a determination of fact based upon the work product delivered to Crty 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 Crty witt detennine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement, tn this event and upon request of City, Contractor will assemble the work product and
put rt in order for proper filing and closing and deliver it to City. Contractor will be paid for wori<
performed to ttie terminatton date; hovi/ever, the total will not exceed the lump sum fee payabte
underthis 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 wan-ants that Contractor has not emptoyed 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 resurting from, the award or making of this Agreement. For breach or violatton
of this warranty, City will have the right to annul this Agreement wrthout liabilrty, or, in rts discretion,
to deduct fi-om the Agreement price or consideration, or otherwise 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 Irtigation. Contractor acknowledges that if a false claim is
sutjmftted to Crty, rt may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that Califomia Govemment Code sections 12650 et seq.,
the Fatse Claims Ad applies to this Agreement and, provides for civit penarties where a person
knowingly submits a fatse 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 falsrty of
information. If City seeks to recover penarties pursuant to the Fatse Claims Act, rt is entrtled to
recover its Irtigation costs, including attomey's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the resurt 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 another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at taw 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 Califomia, 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
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tt is mutually understood and agreed that this Agreement will be binding upon Crty and Contractor
and their respective successors. Nerther this Agreement or any part of rt nor any monies due or
to beconre due under rt may be ass^ned by Contractor wrthout tlie prtor consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This ^reement, together with any other written document referred to or contemplated by rt, along
wrth the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between tiie parttos relating to tiie subject matter of rt. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may tie 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 rt on taehalf of
Contractor each represent and warrant that they have ttie legal power, right and actual authority
to bind Contractor to the tenns and condrtions of this Agreement.
Executed by Contractor this_ day of. 20_
CONTRACTOR
By:
(sign here)
print name/trtte)
CITY OF CARLSBAD, a municipal
corporati9n of the State of California
By^
City Managor or Mayor or Director
Julie Clark
ATTEST:
By:
(sign here) 3ARBARA ENGL
City Cleric
A
ON
{print name/title)
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 fottowing 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.
CITY OF CARLSBAD, a municipal corporation of ttie State of California
APPROVED AS-re^RM:
CELIA BREW66^rCity Attorney
BY:
nior Assistant City Attorney
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EXHIBIT "A"
FEE SCHEDULE
Howell Consulting Group contractors are typically paid flat hourly rates. Dependent
upon level of skill, experience and role within the team, consultants are billed at the
rates in table below.
Coitnrftaiiit Rotes Hoinrly Rates* Ft^Day
Sessions**
Flat Rate
Senior/Lead
Consultants
$150 $600 $1,200
Associate
Consultants
$85 $340 $680
Administrative
Supports
$35 $140 $280
*Consultants will bill preparatory time, phone consultations, research and documentation at hourly
rates.
**lncludes time before and after for set-up, break down, and client debrief
HR Strategic Plan Costing
Ranning Riase Hours Protected Bttdsp^ Totat
Phase i
Background
Information and
Data Gatliering
September 30**^
• Meeting with HR Department
Director (2)
• Review background materials,
Detemiine addrtional resources and
materials as needed. (4)
• Create planning process timeline
and high level summary of
outcomes for planning process (2)
Lead
Consultant:
8 hours X
$150:
$1,200
$1,200
Phase tl
Pre-Planning and
Design
September 2014
• Draft strategic plan process
agendas that detail meeting
specifics (4)
• Vet process with HR Director,
updates and revisions to process as
needed (2)
Lead
Consultant:
6 hours X
$150; $900
$900
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Phase III
Strategic
Pianning
• September 30,
2014
• October 7, 2014
• October 14,
2014
Schedule, coordinate and
preparation of supplies and
materials required for planning
sessions - estimated 3 hours per
session (9)
Facilitation for three 6 hour retreat
dates, Including set up and design,
and debrief sessions - estimated 9
hours per session (27)
Lead
Consuttant:
36 hours X
150: $5,400
$5,400
Phase IV
Sirat^ic Plan
Documentation
October 31, 2014
Follow up post plan meeting to
affirm and determine final plan
structure, detail next steps and
additional tools and/or resources
that may be need (2)
Complete draft meeting notes three
year plan documentation to Include:
background, vision, blocks/barriers,
action planning catendar,
implementation plans, roles and
responsibilities, plan review
agreements and tools as needed,
and commitments and agreements
on coordination (12)
Consultant recommendations on
areas required for organizational
capacity building required to
support plan implementation (2)
Lead
Consultant:
14 hours X
$150:
$2,400
$2,400
Total billed per hour, not to exceed: $9,900
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