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HomeMy WebLinkAboutHarmonic Design Inc; 2024-09-05; PSALCA-24073LIBPSALCA-24073LIB City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR GUIDANCE AND STAFF DEVELOPMENT TRAINING SERVICES HARMONIC DESIGN, INC. THIS AGREEMENT is made and entered into as of the ______ day of __________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Harmonic Design, Inc., a State of Georgia corporation ("Contractor”) (collectively, the “Parties”). RECITALS City requires the professional services of a consultant that is experienced in advice and guidance to support the City staff in designing and facilitating a staff development workshop and finalizing experience principles. 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(s) from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed eight thousand dollars ($8,000). 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. 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 defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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 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. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B September5th PSALCA-24073LIB City Attorney Approved Version 6/5/2024 Page 2 and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 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, 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 Katie Nye Name Patrick Quattlebaum Title Deputy Library Director Title CEO Department Library & Cultural Arts Address 50 Hurt Plaza, Suite 930 City of Carlsbad Atlanta, GA 30303 Address 1775 Dove Lane Phone No. 404-513-6574 Carlsbad, CA 92011 Email pq@thisisharmonic.com Phone No. 442-229-2094 Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B PSALCA-24073LIB City Attorney Approved Version 6/5/2024 Page 3 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 ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 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. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. 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. 12. 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. 13. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California regardless of Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B PSALCA-24073LIB City Attorney Approved Version 6/5/2024 Page 4 conflict of laws principles. 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. 14. 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. 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 16. 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. 17. 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. This Agreement may be executed in counterparts. /// /// /// /// /// /// /// /// /// /// /// Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B PSALCA-24073LIB City Attorney Approved Version 6/5/2024 Page 5 18. 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 Harmonic Design, Inc., a domestic profit corporation of the State of Georgia By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As authorized by the City Manager PATRICK QUATTLEBAUM, CEO (print name/title) ATTEST: By: For SHERRY FREISINGER, City Clerk (sign here) By: JAMES MORELLI, CFO/Secretary Deputy City Clerk (print name/title) 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: _____________________________ Deputy City Attorney Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B PSALCA-24073LIB City Attorney Approved Version 6/5/2024 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE Contractor will provide advice and guidance to support the City in designing and facilitating a workshop for a staff development day and then finalize experience principles. Contractors will be onsite on the day of the staff workshop. 1. CITY CONTACT INFORMATION. • Deputy Library Director Katie Nye, 442-339-2094, katie.nye@carlsbadca.gov • Training Coordinator, Hannah Nelson, 442-339-5539, hannah.nelson@carlsbadca.gov • Library Administration General Phone, 442-339-2011 2. WORKSHOP SITE Carlsbad City Library, 1775 Dove Lane, Carlsbad, CA 92011 3. ABOUT CONTRACTOR Contractor uses service design to inspire more human, inclusive, and sustainable services. Headquartered in Atlanta, GA contractor is the largest independent service design firm in the United States, with a team of more than 20 designers nationwide. Contractor clients include for-profit, not-for- profit, and civic organizations seeking to align strategy and service offerings with the needs of people. Contractor co-design process brings employees deep into understanding the needs and behaviors of all service actors, envisioning possible futures, and identifying how service delivery, operations, and competencies should evolve to achieve strategic outcomes. Libraries have partnered with the contractor team to rethink strategies, reimagine service models, and expand their service design capacity to live their purpose. Through the consulting, learning experience, and coaching services, library leaders have transformed their customer experiences and equipped their staff to be more creative, collaborative, and outcome oriented. 4. CONTRACTOR SERVICES & OUTCOMES Pre-workshop day (August to October) • Contractor’s team to meet with City a minimum of two (2) times for up to two (2) hours each meeting to align on the type of principles (guiding or experience) to create and how the organization will use them. • Parties to co-design the approach to the workshop and post-workshop activities, including agenda, methods, and tools. Staff Development Day & Post • Contractor to provide a minimum of one staff to be on site, providing guidance and support for up to eight (8) hours at the on-site workshop. • Contractor to debrief City after the workshop providing guidance on any adjustment(s) to post- workshop activities based on how the session went for up to two (2) hours. • Critique session of City’s team draft principles for up to one (1) hour. Specific times and special requests shall be agreed upon by Parties in writing – 15 days before event. Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B PSALCA-24073LIB City Attorney Approved Version 6/5/2024 Page 7 5. 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. City will notify the Contractor in writing fifteen (15) days prior to the event day if they would like to record for training purposes. 6. 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. 7. PROJECT PAYMENT SCHEDULE Contractor to receive a flat rate of eight thousand dollars ($8,000) to support all services outlines along with any associated planning materials and travel accommodations to and from Carlsbad, CA. Payment Schedule Activity Initial Payment $5,000 due upon completion of Pre-Workshop work. Final Payment $3,000 due at upon Staff Development Day Total Payment to Contractor $8,000 If any unperformed portion of the event or event series is cancelled due to the Contractor’s inability to deliver, 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. 8. 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 eight thousand dollars ($8,000). Payment will be in accordance with the payment schedule above. All invoices shall be submitted to Deputy Library Director Katie Nye and sufficiently detailed to include related activities and costs. All work will be verified by Deputy Library Director or designee. Final invoice approval will be completed by the City’s Library & Cultural Arts Director or designee. Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B 11087466 Harmonic Design, Inc. Certificate Of Insurance 8/14/20241:31:39 PM ,,,----, ACORD® CERTIFICATE OF LIA BI LITY INSU RANCE I DATE (MM/DDNYYY) ~-8/14/2024 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/sl. PRODUCER CONTACT Tech Insurance, Division of Specialty Program Group LLC NAME: fitJ8NJo Extl: (800) 688-1984 I FAX 312-690-4123 203 N. LaSalle St., 20th Floor, Chicago, IL 60601 IAJC Nol: E-MAIL ADDRESS: lNSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Twin Citv Fire Insurance ComDanv 29459 INSURED INSURER B: Hartford Multi-State 00914 Harmonic Design, Inc. INSURERC: Hartford Fire Insurance ComDanv 19682 50 Hurt Plz SE Ste 930, Atlanta, GA, 30303-2943 INSURER D: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR ,.,en "n,n POLICY NUMBER IMM/DDNYYYl IMM/DDNYYYl ✓ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ □ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrencel $ 1,000,000 MED EXP (Any one person) $ 10,000 -A Yes Yes 46SBAAB8503 11/6/2023 11/6/2024 PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ □PRO-DLoc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accidenll - ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED Yes Yes 46SBAAB8503 11/6/2023 11/6/2024 BODILY INJURY (Per accident) $ ~ AUTOS -AUTOS A ✓ ✓ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accidentl ~ $ ✓ UMBRELLA LIAB MOCCUR EACH OCCURRENCE $ 9,000,000 ~ A EXCESS LIAB CLAIMS-MADE Yes Yes 46SBAAB8503 11/6/2023 11/6/2024 AGGREGATE $ 9,000,000 DED I I I RETENTION$ 10•000 $ WORKERS COMPENSATION ✓ I ~-\'fruTE I I OTH- AND EMPLOYERS' LIABILITY ER Y /N B ANY PROPRIETOR/PARTNER/EXECUTIVE ~ NIA 46WECAC3EZV 11/6/2023 11/6/2024 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 C Professional Liability (Errors and Omissions) 46TE0332966-23 11/6/2023 11/6/2024 Occurrence/Aggregate $2,000,000 I $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The city of Carlsbad, its officials, employees and volunteers is named as Additional Insured as their interests may appear in regards to General Liability, Auto and Umbrella when required by written contract. The General Liability policy shall be primary and non-contributory with any coverage held by City, its officials, employees and volunteers, as per written contract. For all policies listed above, cancellation notice provisions are located in your policy documents. Please refer to those documents for information pertaining to notification of certificate holders when a policy is cancelled before the expiration date. Waiver of subrogation in favor of the certificate holder with regard to the general liability coverage when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad, Library & Cultural Arts Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Ave. ACCORDANCE WITH THE POLICY PROVISIONS. Carlsband, CA 92008 AUTHORIZED REPRESENTATIVE ~ I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 (866) 467-8730 (866) 467-8730 SERVICE.TX@THEHARTFORD.COM (866) 467-8730 (866) 467-8730 SPECIALTY PROGRAM GROUP LLC/PHS The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 001 (CONTINUED ON NEXT PAGE) 08/22/24 11/06/23 11/06/24 46 SBA AB8503 DX HARMONIC DESIGN, INC. 50 HURT PLAZA SE SUITE 930 ATLANTA GA 30303 08/20/24 003 SPECIALTY PROGRAM GROUP LLC/PHS 505301 TWIN CITY FIRE INSURANCE COMPANY ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE PROPERTY OPTIONAL COVERAGES APPLICABLE TO ALL LOCATIONS ARE ADDED COMPUTERS AND MEDIA COVERAGE FORM SS 04 41 DEDUCTIBLE: $ 1,000 PRO RATA FACTOR: 1.000 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 T Page Process Date:Policy Effective Date: Policy Expiration Date: 002 08/22/24 11/06/23 11/06/24 46 SBA AB8503 003 BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED ADDITIONAL INSURED(S) ARE ADDED THE FOLLOWING ARE ADDITIONAL INSURED FOR BUSINESS LIABILITY COVERAGE IN THIS POLICY. LOCATION 001 BUILDING 001 ADDITIONAL INSURED #1 - OWNERS, LESSEE OR CONTRACTORS IS ADDED FORM SS4170 SS4171 NAME CITY OF CARLSBAD, LIBRARY & CULTURAL ARTS DEPARTMENT ADDRESS 1635 FARADAY AVE,CARLSBAD, CA 92008 FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: SS 41 70 06 11 SS 41 71 12 19 Form SS 12 11 04 05 T Page Process Date:Policy Effective Date: Policy Expiration Date: POLICY CHANGE (Continued) Policy Number: Policy Change Number: Docusign Envelope ID: FF069E6D-464E-478E-BD74-A79A4BE0F81B 46 SBA AB8503 CHANGE NUMBER:003 08/22/24 11/06/24 CITY OF CARLSBAD, LIBRARY & CULTURAL ARTS DEPARTMENT 1635 FARADAY AVE,CARLSBAD, CA 92008 POLICY NUMBER: CITY OF CARLSBAD, LIBRARY & CULTURAL ARTS DEPARTMENT 1635 FARADAY AVE,CARLSBAD, CA 92008 46 SBA AB8503 CHANGE NUMBER:003 08/22/24 11/06/24 POLICY NUMBER :