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HomeMy WebLinkAboutThe Centre for Organization Effectiveness; 2023-05-26; PSALCA-23103LIB PSALCA-23103LIB City Attorney Approved Version 12/28/2022 1 AGREEMENT FOR ORGANIZATION DEVELOPMENT SERVICES IN THE FORM OF “DISCOVER YOUR STRENGTHS” CLIFTON/STRENGTHSFINDER TRAINING THE CENTRE FOR ORGANIZATION EFFECTIVENESS THIS AGREEMENT is made and entered into as of the ____ day of __________, 2023, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and The Centre for Organization Effectiveness, a Joint Powers Authority, ("Contractor”) (collectively, the “Parties”). RECITALS City requires the professional services of a consultant that is experienced in training and organizational development services. 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 one (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be in an amount not to exceed nine thousand eight hundred dollars ($9,800). 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 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. DocuSign Envelope ID: 397090DF-176E-4E37-B616-1D4427209FC0 May26th PSALCA-23103LIB City Attorney Approved Version 12/28/2022 2 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 Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager 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 which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 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 For Contractor Name Suzanne Smithson Name Sommer Kehrli, Ph.D. Title Department Director Title Chief Executive Officer Department Library & Cultural Arts Address 3914 Murphy Canyon Rd, A164 City of Carlsbad San Diego, CA 92123 Address 1775 Dove Lane Phone No. 619-354-5702 Carlsbad, CA 92011 Email skehrli@tcfoe.org Phone No. 442-339-2011 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 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. DocuSign Envelope ID: 397090DF-176E-4E37-B616-1D4427209FC0 □ ■ PSALCA-23103LIB City Attorney Approved Version 12/28/2022 3 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. 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. /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 397090DF-176E-4E37-B616-1D4427209FC0 PSALCA-23103LIB City Attorney Approved Version 12/28/2022 4 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 conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: SOMMER KEHRIL, Chief Executive Officer SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by the City Manager ATTEST: For SHERRY FREISINGER 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. 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: For CINDIE K. McMAHON, City Attorney By: Assistant City Attorney DocuSign Envelope ID: 397090DF-176E-4E37-B616-1D4427209FC0 Sb~~ur klru PSALCA-23103LIB City Attorney Approved Version 12/28/2022 5 EXHIBIT “A” SCOPE OF SERVICES Contractor will provide consulting services in the form of up to two half-days, in-person Discover Your Strengths/CliftonStrengthsFinder (Full34) sessions for up to 25 participants each. 1. CONTRACTOR TO PROVIDE: Consulting services:  Design and facilitation of up to two half-days, in person CliftonStrengthsFinder workshops o The first session will be on June 29, 2023, from 8:30 a.m. – 12:30 p.m. o A second session will be scheduled on a date to be determined if there are more than 25 interested staff for the first session  Design, preparation and shipping of all Strengths materials for participants, including Strengths Name Table Tents The Discover Your Strengths/CliftonStrengths (Full34) workshop is designed to provide participants with a basic understanding of Strengths-based development. As part of the workshop, participants will complete the Gallup CliftonStrengths “StrengthsFinder” assessment, an online assessment that measures a person’s natural talents within 34 themes. Participants will review the results to reveal how the most naturally think, feel and behave, helping them discover and build upon the areas in which they have the most potential to succeed. 2. CITY TO PROVIDE:  Workshop location, A/V equipment, flip chart stands, or paper as needed, and refreshments for attendees.  If needed, notify the Contractor thirty (30) days in writing to coordinate an agreeable date for a second session for Parties. 3. CONTRACTOR FEES: Total agreement shall not to exceed nine thousand eight hundred dollars ($9,800)  $3,575 for first half-day session  $3,725 for second half-day session (July 1 price increase)  $49.99 for each individual Gallup CliftonStrengths “StrengthsFinder” assessment  Travel expenses are included in this price  Support requested by the City that extends beyond this scope will be billed at an hourly rate of $305 4. INVOICES: All invoices shall be submitted upon completion of work to City’s Fiona Everett, Senior Management Analyst, Carlsbad Library & Cultural Arts Department, fiona.everett@carlsbadca.gov and shall be sufficiently detailed to include related activities and costs. Final invoice approval will be completed by City’s Library & Cultural Arts Director or designee. DocuSign Envelope ID: 397090DF-176E-4E37-B616-1D4427209FC0 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/8/2023 (858) 384-1506 (800) 209-9298 18058 San Diego Centre For Organization Effectiveness 3914 Murphy Canyon Rd #A164 San Diego, CA 92123 42376 A 1,000,000 X PHPK2495480 12/7/2022 12/7/2023 100,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000A PHPK2495480 12/7/2022 12/7/2023 B TWC4180400 12/10/2022 12/10/2023 1,000,000 Y 1,000,000 1,000,000 A Professional Liab PHPK2495480 12/7/2022 Aggregate Limit 2,000,000 A Professional Liab PHPK2495480 12/7/2022 12/7/2023 Each Incident 1,000,000 City of Carlsbad, its officers, officials, employees, agents and volunteers are named as additional insureds per the attached endorsement **Correct Endorsements Attached effective 12/14/2022, Supercedes All Others** City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 SANDIEG-19 ORTPA1 Fusco & Orsini Insurance Services, Inc. 5095 Murphy Canyon Road, Suite 200 San Diego, CA 92123 service@foagency.com Philadelphia Indemnity Ins. Co. Technology Insurance Company Inc. X 12/7/2023 X X X X X DocuSign Envelope ID: 397090DF-176E-4E37-B616-1D4427209FC0 ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I DocuSign Envelope ID: 397090DF-176E-4E37-B616-1D4427209FC0 POLICY NUMBER: PBPK2339499 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s} Or Organization(s}: City of Carlsbad its officers, officials, employees, agents and volunteers Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 4 of 36