HomeMy WebLinkAboutS2 Ethics Strategies; 2021-04-22;AGREEMENT FOR WORKSHOP FACILITATION SERVICES
S2 Ethics Strategies
AGREEMENT is-made an_~ entered into as of th_~ ;};2, ncf}
--=-.:~;.Ll-ll......_;,..-·-_, 20.:2:J_, by ·and between the CITY OF CARLSBAD, a
tion ("City"), and S2 Ethics Strategies, a Sole Proprietorship ("Contractor").
RECITALS
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mu.nicipal ·
City requires the professional services of a professional facilitator that is experienced in
conducting teamwork, communication strategies, and ethical conduct workshops that
complement implicit bias and antidiscrimination workshops. 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 for a period of 1 year from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed for Activities 1 through 3 described in
Exhibit "A" will be $9,500. Additional authorized follow-up Activities will be performed at an hourly
rate of $275, not to exceed $5,500. 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. 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 attorney
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, cost 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
City's Risk Manager has waived the insurance requirements for this Agreement. See Exhibit B.
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7. 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. ----
For City
Name Sheila Cobian
Title Assistant to the City Manager
Department City Manager
City of Carlsbad
Address 1200 Carlsbad Village Drive
Carlsbad.CA 92008
Phone No. 760-434-2917
For Contractor
Name JoAnne Speers
Title Principal
Address 1825 Garden Hwy
Sacramento, CA 95833
Phone No. 916-849-8163
Email jspeers@strategies4ethics.com
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.
8. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
Yes □ No IZl
9. 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.
10. 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.
11. 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.
12. JURISDICTIONS AND VENUE
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.
13. 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.
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14. 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.
15. 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 conditJons of this Agreement.
CONTRACTOR
sy/1\ ~ .~ ~~~
Joanne Speers, Principal
(print name/title)
By: ~Y A
(sign here)
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of Caltfomia
By: ) rJ (J Q )~ .L~ -
Geoff Patnoe, Assistant City Manager
ATTEST:
(jO/hJG,°"tm 1Zk~ ~
~RBARA ENGLESON
l/' 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 .!!!!:!!! attach a resolution certified by the secretary or assisttmt
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A BREWER, City Attorney
By: ~./c. ~
Assistant City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
Proposed Scope of Work and Process
May 61h, 2021 Council Workshop (Morning/Early Afternoon Session)
S2 Ethics Strategies (Consultant) will plan and facilitate a one-day city council workshop
(currently scheduled for May 6, 2021, from approximately 8 a.m. to 2 p.m., with breaks
consistent with city traditions), covering the topics of teamwork, communications strategies,
ethical conduct and a brief tie-in to implicit bias and discrimination (the subject of an afternoon
workshop conducted by other consultants). The workshop will occur via Zoom and will be
subject to all of the city's processes for noticing and conducting open meetings.
The workshop will involve an application and update of the approach described in the 2003
Institute for Local Government publication Developing a Local Agency Ethics Code: A Process-
Oriented Guide ("ILG Process"). This process involves:
• Identifying a list of "do's" rather than don'ts
• Organizing the list around three elements:
o Identifying and possibly prioritizing core values to guide behavior (typically, but
subject to discussion and refinement, trustworthiness, fairness, compassion,
responsibility and respect)
o What those look like in public service context (the "do's")
o Positive examples of behaviors
• Discussing forms of accountability mechanisms
• Designing implementation options, including but not limited to annual review
Activity 1: Workshop Preparation
Review Background Materials: Consultant will review materials such as the city's current
policies or procedures regarding values, council protocols and norms, general information about
the city's organization, the results of prior workshops, recordings of prior council meetings and
any other materials staff or the council recommend as useful in understanding the goals and
context for this workshop.
Interview Relevant Individuals: Consultant will meet (virtually) with relevant members of the
staff team and city councilmembers. Areas of inquiry include:
• What do you hope the workshop will accomplish?
• Are there specific topics you would like to see covered in the workshop?
• Are there topics or activities you would prefer we avoid?
• In what ways is the council working well together?
• Where are the opportunities to strengthen the councilmembers' working
relationships among themselves and with staff?
• What current norms or elements of the 2018 protocols are helpful to the council;
where are the opportunities for improvement?
• How will we know if the workshop is a success?
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Prepare Workshop Agenda and Supporting Materials: Consultant will develop the agenda
and supporting materials for the workshop based on these conversations for the city manager's
( or designated staff members') review.
Agenda: The agenda will speak to the desired outcomes for the workshop and be based
on the ILG Process and council member interviews. There will be a one-page summary
agenda for distribution as well as a more detailed facilitator's agenda.
Visual Aids: Consultant will develop slides, virtual whiteboard materials and other aids
to support and guide the conversation during the workshop.
Staff Report: Consultant will supply content and attachments for the staff report that will
enable council members and the public to be prepared for the workshop and discussion.
Activity 2: Conducting the Workshop via Zoom
Consultant will work closely with staff to coordinate logistics to help maximize the workshop's
success. City staff will provide support with such activities as capturing the council's
conversations and decisions on virtual whiteboards and processes like virtual dot voting.
Consultant will facilitate the workshop in a way that is engaging and interactive, using methods
designed to encourage all council members to participate in the conversation and decision-
making.
Activity 3: Post Workshop Follow Up
Consultant will work with staff to document decisions reached at the workshop, checking notes
with staff as appropriate, to prepare a document for the council's formal consideration and
adoption at a subsequent council meeting.
Total for Above Three Activities: $9,500
Other Activities as Authorized in Follow Up to Workshop: $275/hour
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Exhibit B
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
· Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by: Sheila Cobian, City Manager Department April 16, 2021
(Name an·d Department) (Date)
Proposed modification( s) to the liability/Workers' Compensation requirement( s) for _s_2_E_th_ics_s_t_ra_te..::;.gi_es ________ _
(Type of insurance) (Name of contract)
D Reduce coverage to the amount of: =$ ______ _
Ii] Waive coverage
D Other: -------------------,----------------
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
□Significance 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] _______ _
li]Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain:
include number of candidates RFP sent to and number responded if applicable]
li]Contract Amount/Term of Contract: $ 9,999/1 year Work will be completed over a period of 3 months
□Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain]. ___________________________ _
[j]Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pe1tinent to your request): There is no exposure due to the fact this is a
an agreement for the facilitation of a City Council Workshop via Zoom.
Approved by Risk Manager for this contract only: ~ lj--J 1--2 /
(Signature) (Date)
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