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HomeMy WebLinkAboutTamayo, Michele; 2006-05-16;AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR Recreation Department Teambuilding and Executive Development Process Services rv This Amendment No. 2 is entered into and effective as of the // day of ' \i^-£lM—_ 200^2., amending the agreement dated May 16th, 2006 (the "Agreement") bjj^nd between the City of Carlsbad, a municipal corporation, ("City"), and Michele Tamayo, a Sole Proprietor, ("Contractor") (collectively, the "Parties") for (teambuilding and executive Development). RECITALS A. On May 21st, 2007, the Parties executed Amendment No.1 to the Agreement to extend the term of the contract to May 21, 2008; and B. The Parties desire to extend the term of the Agreement by one additional year to May 21. 2009: and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The term of the Agreement is extended one additional year to complete Phase III of Exhibit A to the Agreement. This Agreement, as may have been amended from time to time, shall terminate on May 21, 2009. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. (Remainder of Page Intentionally Left Blank) City Attorney Approved Version #05.22.01 CONTRACTOR (sign here) 'fam.a^o ! ' CITY OF corporatio By: (print name/title) (e-mailaddress) *By: /VrfR/WV (sign here) LORRAINE M. WOOD City Clerk (print name/title) (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: , City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On date personally appeared before me, Here Insert Name and Tjlfe of the Officer f / NameCsfof Signer^ DEBBIE JO oCOCl Comm. 11498520 ,PUBUC-CAliFOfirilA UJ HyComfii.July4,20M who proved to me on the basis of satisfactory evidence to be the person(^whose name(sfis/afelsubscribed to the within instrument and acknowledged to me that JaeTshe/tbeyexecuted the same in bis/her/tbetf authorized capacity(ies"^ and that byjjis/her/tjjeif signaturej^on the instrument the personj^T'or the entity upon behalf of which the person(s)^cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS myWhd and official seal. Signature. OPTIONAL ^/Signaturebf Notary Public/ Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: <5c -faz.^ L r ^2 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: JjZJndividual Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Number of Pages: Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:, RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 AMENDMENT NO. I TO AGREEMENT FOR Recreation Dept. Teambuilding and Executive Development Process Services By Michele Tamayo This Amendment No.1. is entered into and effective as of the o*?/J day of ^-/~Y)**~i , 200j2_, amending the agreement dated May 16. 2006 (the "Agreement") by and between the City of Carlsbad, a Municipal Corporation, ("City") and Michele Tamavo. a Sole Proprietor. ("Contractor"). RECITALS A. The Parties desire to alter the Agreement's scope of work to extend the agreement period for one additional year and add additional funds to cover additional period of work; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed Twenty-eight thousand and five hundred dollars ($28.500). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by (May 16. 2008). 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment 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 Amendment. City Attorney Approved Version #05.22.01 CONTRACTOR (sign here) «/ Michele Tamavo/Organizational Consultant (print name/title) fo&d f u tii^<e /*. Co >K mtamavol @«doJphia.r>gt (e-mail address) *By: (sign here) (print name/title) (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager ef Mayor ATTEST: LORRAINE M. V&JOD City Clerk 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: RON ity Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 Micheie Tamayo Management & Organizational Development EXHIBIT "A" Recreation Department Teambuilding and Executive Development Process —Scope of Work- April 20, 2006 City of Carlsbad Recreation Department Mission To build strong community through a broad range of high quality recreation and park services for all who live, work, and recreate in Carlsbad. Teambuilding and Executive Development Process GOAL In support of the Recreation Department's Mission, this Teambuilding and Executive Development Process is designed to: 1) Build a strong, cohesive, and productive Recreation Team. 2) Enhance the leadership skills of the Recreation Services Manager. PROCESS To accomplish the goal, the following three-phased process is recommended. Phase I Assessment and Design Phase II Planning and Implementation Phase III Refinement and Follow-Up 7210 Manzanita St. Carlsbad, CA 92001 760.929.0071 mtamayo1@adelphia.net Michele Tamayo Management & Organizational Development Phase I Assessment This initial phase is designed to assess the Recreation Department's team approach and to identify key strengths and areas for improvement. Individual, confidential interviews will be conducted with Recreation Area Managers and Supervisors. In addition, small work groups will participate in team interviews or focus groups. Data collected from the interviews and focus groups will be content analyzed for key themes and trends, and presented in a summary report. The report will also include recommended next steps for moving forward. Phase II Planning and Implementation This phase will involve collaboration with the Recreation Services Manager to co- create specific plans and actions that will address the needs identified in the assessment. It is anticipated that a teambuilding process will be implemented, supported by focused training and educational sessions. In addition, customized coaching and consultation for the Recreation Manager will be aligned with the teambuilding process, to build a strong and cohesive team supported by effective leadership. Phase III Follow-Up and Refinement The Planning and Implementation phase will lead to specific improvements in how the Recreation team interacts and works together. To ensure that the improvements continue and that the team does not stagnate, a Follow-Up and Refinement process will be put in place. A post assessment will be conducted to track improvements and identify areas for continuous improvement. Follow up may include large group meetings designed to track progress and celebrate successes; short sessions focused on a specific topic or issue: small group "work-out" sessions set up to complete key actions or projects; or customized skill building sessions to refresh communication and teamwork skills. 7210 Manzanfa St. Carlsbad, CA 92001 760.929.0071 mtamayo1@adelphia.net Michele Tamayo Management & Organizational Development Deliverables and Fees Phase I Assessment Planned Actions: 0 Initial meetings with Recreation Director and Recreation Manager to finalize process and action plans. D Design interview and focus group questions and format. D Conduct interviews (15-18) and focus groups (2-4). 0 Analyze assessment data. D Prepare summary report. Q Present recommendations. Consulting time: 6 days Phase II Planning and Implementation Planned Actions: D Meet with Recreation Director and Manager to discuss findings and finalize plans. D Collaborate with Recreation Director and Manager to design teambuilding process. 0 Design and facilitate teambuilding sessions. D May include short, customized training/teaming sessions targeted to improve team skills. 0 Provide targeted coaching and consultation for Recreation Manager in support of team development process. Coaching may include bi-weekly meetings, supported by phone and email follow up consultation. In addition, recommendations may be made to attend special training and/or workshops. Books, articles, and other relevant resources will be suggested to enhance the learning process. Consulting Time: 8 days Phase III Follow-Up and Refinement Planned Actions: a Selected interviews and focus groups will be reconvened to assess progress and identify continuous improvement areas. D Targeted training or informational sessions will be offered to follow up on progress and support continuous improvements. Consulting Time: 5 days Project Fee: Total of 19 consulting days @ $1500/day—discounted rate for City of Carlsbad. Total project fee: $28,500 7210 Manzanita St. Carlsbad, CA 92001 760.929.0071 mtamayo1@adelphia.net AGREEMENT FOR RECREATION DEPARTMENT TEAMBUILDING AND EXECUTIVE DEVELOPMENT PROCESS SERVICES MICHELE TAMAYO THIS AGREEMENT is made and entered into as of the /6^~ day of _ VTltfxj, _ , 20 01. by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MICHELE TAMAYO, a SOLE PROPRIETOR, ("Contractor"). RECITALS A. City requires the professional services of a an organizational consultant that is experienced in evaluating, facilitating, and developing organizational strategic goals, team building, and team work skills. B. Contractor has the necessary experience in providing the above mentioned professional services and advice related to Teambuilding and Executive Development Process. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. 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. 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 for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) 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. City Attorney Approved Version #04.01.02 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be Twenty-eight thousand five hundred dollars ($28,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A"k" Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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. City Attorney Approved Version #04.01.02 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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 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. 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-:V. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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 Liability 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 Liability (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. City Attorney Approved Version #04.01.02 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 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 date of completion of the work. 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 General Liability. 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 Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #04.01.02 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly 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. 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 notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name Ken Price Name Michele Tamavo Title Recreation Director Title Principal Department Recreation Address 7210 Manzanita St. City of Carlsbad Carlsbad. CA. 92001 Address 1200 Carlsbad Village Drive Phone No. (760) 929-0071 Carlsbad. CA. 92008 Phone No. (760) 434-2826 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 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 affected employees, City Attorney Approved Version #04.01.02 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. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 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 of the requirements of the 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 that the services 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 performance 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 forwarded 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 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 upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #04.01.02 6 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 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 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 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 et sea., 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 City Attorney Approved Version #04.01.02 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 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 of this Agreement. CONTRACTOR *Bv: CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) Q{%ff/l\Z<ifwi<i/ i, tifle)(print namertitle) ?ity Manager or Mayor ATTEST: (e-mail address) By: (sign here)LORRAINE M. WOODsS City Clerk (print name/title) (e-mail address) 8 '< * ' City Attorney Approved Version #04.01.02 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. "Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: RONALpr^BALL, City Attorney By:! Deputy City Attorney City Attorney Approved Version #04.01.02 9 Michele Tamayo Management & Organizational Development EXHIBIT "A" Recreation Department Teambuilding and Executive Development Process —Scope of Work— April 20, 2006 City of Carlsbad Recreation Department Mission To build strong community through a broad range of high quality recreation and park services for all who live, work, and recreate in Carlsbad. Teambuilding and Executive Development Process GOAL In support of the Recreation Department's Mission, this Teambuilding and Executive Development Process is designed to: 1) Build a strong, cohesive, and productive Recreation Team. 2) Enhance the leadership skills of the Recreation Services Manager. PROCESS To accomplish the goal, the following three-phased process is recommended. Phase I Assessment and Design Phase II Planning and Implementation Phase III Refinement and Follow-Up 7270 Manzanita St. Carlsbad, CA 92001 760.929.0071 mtamayo 1 @adelphia. net Michele Tamayo Management & Organizational Development Phase I Assessment This initial phase is designed to assess the Recreation Department's team approach and to identify key strengths and areas for improvement. Individual, confidential interviews will be conducted with Recreation Area Managers and Supervisors. In addition, small work groups will participate in team interviews or focus groups. Data collected from the interviews and focus groups will be content analyzed for key themes and trends, and presented in a summary report. The report will also include recommended next steps for moving forward. Phase II Planning and Implementation This phase will involve collaboration with the Recreation Services Manager to co- create specific plans and actions that will address the needs identified in the assessment. It is anticipated that a teambuilding process will be implemented, supported by focused training and educational sessions. In addition, customized coaching and consultation for the Recreation Manager will be aligned with the teambuilding process, to build a strong and cohesive team supported by effective leadership. Phase III Follow-Up and Refinement The Planning and Implementation phase will lead to specific improvements in how the Recreation team interacts and works together. To ensure that the improvements continue and that the team does not stagnate, a Follow-Up and Refinement process will be put in place. A post assessment will be conducted to track improvements and identify areas for continuous improvement. Follow up may include large group meetings designed to track progress and celebrate successes; short sessions focused on a specific topic or issue: small group "work-out" sessions set up to complete key actions or projects; or customized skill building sessions to refresh communication and teamwork skills. 7210 Manzanita St. Carlsbad, CA 92001 760.929.0071 mtamayo1@adelphia.net Michele Tamayo Management & Organizational Development Deliverables and Fees Phase I Assessment Planned Actions: D Initial meetings with Recreation Director and Recreation Manager to finalize process and action plans. Q Design interview and focus group questions and format. D Conduct interviews (15-18) and focus groups (2-4). D Analyze assessment data. D Prepare summary report. a Present recommendations. Consulting time: 6 days Phase II Planning and Implementation Planned Actions: a Meet with Recreation Director and Manager to discuss findings and finalize plans. D Collaborate with Recreation Director and Manager to design teambuilding process. D Design and facilitate teambuilding sessions. D May include short, customized training/learning sessions targeted to improve team skills. a Provide targeted coaching and consultation for Recreation Manager in support of team development process. Coaching may include bi-weekly meetings, supported by phone and email follow up consultation. In addition, recommendations may be made to attend special training and/or workshops. Books, articles, and other relevant resources will be suggested to enhance the learning process. Consulting Time: 8 days Phase III Follow-Up and Refinement Planned Actions: D Selected interviews and focus groups will be reconvened to assess progress and identify continuous improvement areas. D Targeted training or informational sessions will be offered to follow up on progress and support continuous improvements. Consulting Time: 5 days Project Fee: Total of 19 consulting days @ $1500/day—discounted rate for City of Carlsbad. Total project fee: $28,500 7210 Manzanita St. Carlsbad, CA 92001 760.929.0071 mtamayo 1 @adelphia. net