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HomeMy WebLinkAboutMendes Training & Consulting Inc; 2005-03-10;AGREEMENT FOR EXECLmVE COACHING SERVlCES Mendes Training & Consulting, Inc. THIS AGREEMENT is made and entered into as of the \O*bL day of PI arch , 2005, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Mendes Training & Consulting, Inc. a Training and Consulting Professional. City requires the professional services of an Executive Coach/Consuftant that is experienced in providing this service. 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 Wo&. 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. written. Term. This Agreement will be effective for a period of one year from the date first above 3. ComDensation. The total fee payable for the Services to be performed will be up to Eight Thousand dollars ($8,000). 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%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. ws of Contractoc. 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. bdemmoQ Contractor agrees to indemntfy and hold harmless the Cw 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 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, 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-:V in an amount of not less than five hundred thousand City Attorney Approved Version M4.04.02 1 dollars ($500,000) 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 and Automobile 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 Inter& . 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 Clty and contained in the Statement of Economic Interests Form 700. 8. Comdiance WSth Law. 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. matioq. City or Contractor may terminate this Agreement at any time 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. IO. and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false daims as set forth in the California False Claims Act, Government Code sections 12650, et sea., and Carlsbad Municipal Code Sections 3.32.025, a m. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. -. Contractor agrees and stipllates that the proper venue and 11. jurisdiction for resouion of any displrtes between the partiis arisng out of this Agreement is the State Superior Court, San Diego County, California. . .. 12. -. 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. ... ... ... ... ... ... ... ... ... ... 3 City Attorney Approved Version W4.04.02 14. 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 of this Agreement. CONTRACTOR - (sign here) - (print namehitie) // I/ CITY OF CARLSBAD, a muniapal comoration of the State of California - Cg ManagereMeyw AlTEST: - LORRAINE M. WOOD City Clerk I f Ggn here) If required by City, proper notarial acknowledgment of execution by contractor must be attached. Corooration, 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 musf attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVEDAS TO FORM: RONALD R. BAL- Attorney a City Attorney Approved Version M4.04.02 $250.00 per private coaching session face-to-face twice per month, for a six month period. Sessions will take place at a City facility (to be decided). Phone consultations, outside of the scheduled sessions, will be billed @ $150.00 per hour. Services will be billed monthly. Confidentiality will be discussed prior to commencing coaching with all involved. Cancellations and rescheduling of appointments must occur with a minimum of a 24 hour notice, any no shows or cancellations less than 24 hours will be counted as a m-sk utwk JnclJdi*y cogdty pvrpses w if 2 b 6iIJeci 5 City Attorney Approved Version M4.04.02 FROM WORKERS COMPENSAllONl EMPLOYERS' LlABlLllY INSURANCE I, Ernest Mendes, am the President of Mendes Training & Consulting, Inc. I hereby certify that Mendes Training & Consulting, Inc. is not required by law to maintain workers compensation or employers' liability insurance. Should Mendes Training & Consulting, Inc. employ any professional during the term of the Agreement with the City of Carlsbad for Professional Coaching, then workers compensation and employers' liability insurance will be obtained. Executed on this 15th day of February, 2005, at Carlsbad, California. Ernest Mendes. Ph.D. 1 President, Mendes Training & Consulting, Inc.