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HomeMy WebLinkAboutKarin Peabody DBA Dynamic Teaming; 2023-10-02; PSALCA-24001LIBPSALCA-24001LIB City Attorney Approved Version 4/24/2023 AGREEMENT FOR STAFF IN-SERVICE SPEAKER AND TRAINING SERVICES KARIN PEABODY DBA DYNAMIC TEAMING 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 Karin Peabody DBA Dynamic Teaming, a sole proprietor ("Contractor”) (collectively, the “Parties”). RECITALS City requires the professional services of a public speaker and training professional that is experienced in delivering keynotes and training workshops for the Carlsbad Library & Cultural Arts Department’s annual staff development day. 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 is not to exceed three thousand three hundred dollars ($3,300). 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’ DocuSign Envelope ID: 855D340B-8E16-43BE-A197-8680D99FD9C9 2nd October PSALCA-24001LIB City Attorney Approved Version 4/24/2023 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 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 Karin Peabody Title Library & Cultural Arts Director Title Owner Department Library & Cultural Arts Address 704 SW 363 rd Court City of Carlsbad Federal Way, WA 98023 Address 1775 Dove Lane Phone No. 206-240-0758 Carlsbad, CA 92011 Email karinpeabody@gmail.com Phone No. 760-602-2011 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 as required in the City of Carlsbad Conflict of Interest Code. Yes No DocuSign Envelope ID: 855D340B-8E16-43BE-A197-8680D99FD9C9 □ ■ PSALCA-24001LIB City Attorney Approved Version 4/24/2023 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. 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: 855D340B-8E16-43BE-A197-8680D99FD9C9 PSALCA-24001LIB City Attorney Approved Version 4/24/2023 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: KARIN PEABODY, Owner SUZANNE SMITHSON Library & Cultural Arts Director As authorized by 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: 855D340B-8E16-43BE-A197-8680D99FD9C9 For SHERRY FREISINGER PSALCA-24001LIB City Attorney Approved Version 4/24/2023 EXHIBIT “A” SCOPE OF SERVICES Contractor will develop and deliver an interactive 90-minute keynote on the topic of Cultivating Connectedness for the City of Carlsbad's Library & Cultural Arts department's Staff Development Day on October 18, 2023. CITY CONTACT INFORMATION. Sr. Management Analyst, Fiona Everett, 442-339-2014, fiona.everett@carlsbadca.gov Training Coordinator, Hannah Nelson, 442-339-5539, hannah.nelson@carlsbadca.gov Library Administration General Phone, 442-339-2011 VENUE SITE Carlsbad City Library, Ruby G. Schulman Auditorium, 1775 Dove Lane, Carlsbad, CA 92011 CONTRACTOR SERVICES Contractor will address subject matter to include the following: Naming dynamics that make library and cultural arts work so crucial and so costly in this season. Allowing staff time to process stories, be curious about narratives, and celebrate courage. Discuss some mechanics of connectedness and lean into intentions of engagement, values, and self-leadership. Provide a debrief with L&CA Senior Leadership at the completion of the keynote and providing some additional resources to leadership for expanding on the topics discussed in the keynote. CITY AUDIO/VIDEO RECORDING City reserves the right to audio or video record any lecture, reading or speaking engagement. City may retain the recording in its files and may replay the recording for its employees. City shall make no more than three copies of the recording. City shall not sell the recording. City shall provide a copy of the recording to the Contractor, upon the Contractor’s request. HEALTH & SAFETY During a county or state mandated health-related emergency, all activities occurring at City facilities, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Artist what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. DocuSign Envelope ID: 855D340B-8E16-43BE-A197-8680D99FD9C9 • • • • • • • PSALCA-24001LIB City Attorney Approved Version 4/24/2023 PROJECT PAYMENT SCHEDULE Keynote services at a flat rate of two thousand dollars ($2,000). All travel expenses to support transportation to and from Washington state and accommodations while in Carlsbad, CA, to deliver the keynote shall not exceed one thousand three hundred dollars ($1,300). The total cost of the project amount shall not exceed three thousand three hundred dollars ($3,300), based on billable activities. Payment Schedule Activity Initial Payment A payment of $1,300 due upon the execution of the Agreement. Final Payment A payment of $2,000 due at delivery of keynote. If any unperformed portion of the event or event series is cancelled due to the Contractor’s inability to deliver the keynote message, the non-delivered portion of the event or event series may be, if feasible, rescheduled to a new date(s) that is/are mutually agreeable to City and Contractor. If a replacement event cannot be rescheduled, the fee(s) due to the Contractor may, at City’s sole discretion, be reduced on a pro-rata basis by the value of the service(s) not performed. CONTRACTOR FEES/INVOICES Contractor shall be entitled to the fee as specified, which includes the Contractor’s fees. City will make all checks payable and addressed to Contractor contact as noted. This work will be billed at a flat rate of not-to-exceed three thousand three hundred dollars ($3,300). Payment will be in accordance with the payment schedule above. DocuSign Envelope ID: 855D340B-8E16-43BE-A197-8680D99FD9C9 DocuSign Envelope ID: 855D340B-8E16-43BE-A197-8680D99FD9C9 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s ). Requested by: Fiona Everett/ Library & Cultural Arts 9/22/2023 (Name and Department) (Date) Proposed modification(s) to the general liability/ auto (Type of insurance) requirement(s) for Karin Peabody DBA Dynamic Teaming (Name of contract) D Reduce coverage to the amount of: =-$ ______ _ ~ 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] _______ _ □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 J __________ _ ~Contract Amount/Term of Contract: $_3_,3_00 _____ . Work will be completed over a period of@ 1 day . □Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain}. ___________________________ _ ~Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Keynote speaker for Staff Development Day, Oct 18, 2023. Ms. Peabody will develop and deliver an interactive 90-minute keynote on the topic of Cultivating Connectedness for the City of Carlsbad's Library & Cultural arts department staff Approved by Risk Manager for this contract only: f:), ~() (Signature) 9/28/2023 (Date)