HomeMy WebLinkAboutParadigm Learning Inc; 2009-05-11;AGREEMENT FOR EMPLOYEE TRAINING SERVICES
Paradigm Learning, Inc.
y| I THIS AGREEMENT is made and entered into as of the II - day of
\_/\A IJUA^ . 2009 by and between the CITY OF CARLSBAD, a municipal corporation, ("City"),
and Paradigm Learning, Inc. a corporation ("Contractor").
RECITALS
City requires the professional services of a consultant that is experienced in providing
training services in the area of project management. 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 terms and conditions set forth in this Agreement.
2. Term. This Agreement will be effective until June 1, 2009.
3. Compensation. The total fee payable for the Services to be performed will not exceed
nine thousand dollars ($9,000). 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. License and Intellectual Property. Contractor provides business simulation games and
materials (collectively, the "Business Simulation Game Materials") through the licensing thereof,
as well as training and consulting services in connection with such materials.
City desires to license from Contractor the use of the Business Simulation Game Materials in
accordance with the terms and conditions of this Agreement.
The Contractor hereby grants to City a non-exclusive, perpetual, limited-use license to use the
Business Simulation Game Materials (the "License") upon the terms and conditions set forth in
this Agreement.
The City agrees to purchase and use a separate Project Book or Learners Guide for each
learner/participant who is trained in each simulation and to not re-use any Project Books or
Learner's Guides. City may re-use purchased Game Boxes and contents of Game Boxes
indefinitely in conjunction with this License or later addenda hereto that may be created.
Should City decide to have its in-house (employee) facilitators trained in Contractor's Business
Games and Simulations, facilitator training must be conducted by Contractor in "public" or "in-
house" facilitator training sessions when applicable simulations require formal training.
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disseminate or reproduce any of such materials in any manner whatsoever without the prior
written consent of Contractor or except as expressly provided for herein. City acknowledges that
the License is a limited license to use copyrighted and other proprietary materials, in written and
other forms, in connection with the Business Simulation, including without limitation, designs,
graphics, know-how, systems, methods, procedures, programs, scripts, manuals, software,
forms and techniques (the "Proprietary Materials"). City further agrees and acknowledges that
the Proprietary Materials have been devised and developed in their entirety by Contractor and
that such materials are proprietary in nature and the sole property of Contractor. City agrees that
it shall not at any time use or communicate, disclose, disseminate, to or for the benefit of itself or
any other person or entity, any part or all of the Proprietary Materials in any manner whatsoever
other than expressly provided for in this Agreement.
City agrees not to use any of Contractor's graphic designs, such as game board models and
graphics, other than as specifically prescribed in this Agreement, without the written authorization
of Contractor; whose consent will not be unreasonably withheld.. All authorized reproductions
must carry a Paradigm Learning copyright statement and copies must be provided to Contractor
for it files.
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.
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 and
employers 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-:VII 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", in an amount of not less than
one million dollars ($1,000,000) 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 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 Interest. 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
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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 City and
contained in the Statement of Economic Interests Form 700.
8. Compliance With Laws. 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.Termination. 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.
10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et
seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
City of Carlsbad to terminate this Agreement.
11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
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
estimated changes in charges or time schedule.
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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
*By:
CITY OF CWRLSBAD, a municipal
A (print name/title)5>c^5 fe;^£
*• V"" 'lwr':^ • "'--••''.' "'.'"- '.v- "™
(e-mail address)
If required by City, 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 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:
RONALD
By:.
City Attorney
uty City Attorney
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PARADIGM
Exhibit A
LEARNING
THE POWER OF DISCOVERY
STATEMENT OF WORK
CITY OF CARLSBAD
Please find below the pricing for conducting a delivery of Countdown: A Strategy Game for
Project Teams on a date TBD at the City of Carlsbad.
COUNTDOWN MATERIALS AND SERVICES
• Session Conducted by Paradigm Learning
• 16 Countdown Workbooks and Desk Reference Guides @
$165.00
• 4 New Countdown Game Boxes @ $625.00
• Consultant travel and related expenses (estimate)
• Shipping and handling expenses (estimate)
TOTAL:
$2,750.00
$2,475.00
$2,500.00
$1,000.00
$200.00
$8,925.00