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HomeMy WebLinkAboutCM Leadership Development ServicesAGREEMENT FOR LEADERSHIP DEVELOPMENT SERVICES This Agreement is made and entered into this 19 day of November, 2021, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and CHANGE AGENTS TRAINING, LLC (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has identified Training and Professional Developments a priority City Council Policy Focus Area; and WHEREAS, the CITY wishes to engage the services of an experienced executive management training consultant to lead a director retreat for department managers; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: I. PROJECT COORDINATION. A. CITY'S Project Manager. The City Manager is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Brian Elms is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide services as described in CONSULTANT's, "Draft Statement of Work" attached hereto as Exhibit " A " and incorporated herein, on a date mutually agreed upon by CITY and CONSULTANT. 3. DUTIES OF CITY. CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall perform the duties as described in Exhibit "A" attached hereto and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT a flat fee of $5,000.00 including reimbursable expenses. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and shall end on December 15, 2021. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. A. Intellectual Property. It is hereby understood that this Agreement reflects a contractual relationship. The CITY owns all rights to title and interest in material that it provides to CONSULTANT, if any, to carry out the Work under this Agreement, including but not limited to content, graphics and other visuals, music, photos, design elements, source code, and other work that has gone into the creation of and desired use of the Work. All materials developed by CONSULTANT for the Work under the Agreement shall be made available to CITY for the training and only for CITY's use internally for further internal CITY's trainings, but CITY agrees that CITY will not reproduce in any way or save any materials developed by CONSULTANT under this Agreement without CONSULTANT's written permission. CITY further has no right or license to use or disclose materials from the training except as otherwise allowed in this Agreement. Notwithstanding the aforementioned provisions, CONSULTANT shall retain ownership of its preexisting work, materials and proprietary technologies ("CONSULTANT Property"). CONSULTANT Property may include written works, proprietary methodologies, project management and other tools, deliverable examples, procedures, processes, business methods, techniques, solution modules, templates and general purpose consulting and software tools. In addition, CONSULTANT retains full ownership of the written materials from the training. B. Work Product; Ownership. The CONSULTANT will submit its work product to the CITY in accordance with the terms of the Scope of Work. Any and all work product submitted by the CONSULTANT to the CITY as part of the CONSULTANT's performance of the Scope of Work will be Revised 9/9/2021 the exclusive property of CONSULTANT, provided, however, that the CONSULTANT hereby grants to the CITY a permanent, irrevocable license to use and reproduce copies of the CONSULTANT's work product for the CITY'S internal use with CITY's employees. The CITY's license does not allow CITY CLIENT. 8. CONFIDENTIALITY. Any confidential information provided to CONSULTANT from CITIYT shall be kept confidential and shall not be made available to any individual or organization by CONSULTANT without the prior written approval of CITY. CITY also agrees that during CONSULTANT's performance of this Agreement, CONSULTANT may disclose Confidential Information to CITY. Confidential Information provided by CONSULTANT to CITY will include written materials, proprietary methodologies, project management and other tools, deliverable examples, procedures, processes, protocols, routines, business methods, techniques, solution models, templates, general purpose consulting and software tools, utilities and routines, end-user materials, formulas, algorithms, techniques, security procedures, designs, concepts, inventions, source or object codes, developments, programs and databases. CITY will exercise all reasonable care to preserve and protect the CONSULTANT's Confidential Information from an unauthorized access, use, disclosure or theft. For purposes of this Agreement, "reasonable care" shall be at least the same level of care and discretion that is used by the receiving party to protect the trade secrets or other Confidential Information of the receiving party. 9. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 10. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 11. INSURANCE. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, an automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one hundred thousand dollars (S 100,000) dollars per occurrence. 12. INDEMNIFICATION. A. CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees 3 Revised 919/2021 and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S willful misconduct or negligent performance of its obligations or conduct of its operations under this Agreement. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. B. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 13. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 14. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 15. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 16. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or by email, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if emailed, upon the date of sending the email. Notice shall be given as follows: 4 Revised 9/9/2021 TO CITY's Project Manager: Jim Schutz City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94915-1560 Email: jim.schutz@cityofsanrafad gM TO CONSULTANT's Project Director: Brian Elms Email: brianOchangeagentstrainin .com Phone: (303) 619-7353 17. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 18. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 19. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 5 Revised 9 9 2021 20. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 21. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 22. TAXES. CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 23. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 24. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 25. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. 6 Revised 9/9/2021 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONSULTANT ATTEST: .,e' / y _ LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, Ci Attorney Revised 9 9 2021 Name: Brian Elms, CEO, Change Agents Training LLC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 10/18/2021 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(les) must be endorsed. If SUBROGATIONIS 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). PRODUCER CONTACT NAME: CBIZ INSURANCE SERVICES INC POLICY EXP MM/DD/Y` YYY PHONE (561) 278-0448 (A/C, No, Ext): FAX (816) 897-4441 (A/C, No): 21222151 3945 WEST ATLANTIC AVE E-MAIL ADDRESS: DELRAY BEACH FL 33445 INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Hartford Underwriters Insurance Company 30104 INSURED INSURER B : Hartford Insurance Company of the Southeast 38261 CHANGE AGENTS TRAINING LLC INSURER C : 3429 JULIAN ST INSURER D: DENVER CO 80211-3133 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MM/DD/Y` YYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE �OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence X General Liability MED EXP (Any one person) $10,000 A 21 SBM AN4RSO 09/27/2021 09/27/2022 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICYPRO- ❑ LOC FxIJECT PRODUCTS - COMP/OP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) ANY AUTO A ALL OWNEDSCHEDULED AUTOS AUTOS 21 SBM AN4RSO 09/27/2021 09/27/2022 BODILY INJURY (Per accident) X HIRED NON -OWNED AUTOS X AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAROCCUR EACH OCCURRENCE EXCESS LIAB HMADE CLAIMS- AGGREGATE DED I RETENTION $ WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 B ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? N/A 21 WEC AN4S64 09/27/2021 09/27/2022 EL.DISEASE-EAEMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A Professional Liability 21 SBM AN4RSO 09/27/2021 09/27/2022 Each Claim Limit $1,000,000 Aggregate Limit $1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION For Informational Purposes SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 3429 JULIAN ST BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED DENVER CO 80211-3133 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ,�X RAF,q�` 1 yo �iT Y WITH P' �\y CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City of San Rafael Project Manager: Jim Schutz Extension: 3475 Contractor Name: Change Agents Training, LLC Contractor's Contact: Brian Elms Contact's Email: brian@changeagentstraining.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT Project Manager a. Email PINS Introductory Notice to Contractor DATE NA Check/Initial 1 ❑ 11/18/2021 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 11/18/2021 © LG and return to Project Manager 11/18/2021 ❑X LG b. Confirm insurance requirements, create Job on (n/a) PINS, send PINS insurance notice to contractor Approval of final agreement form to send to 3 Department Director 11/18/2021 ❑X SA contractor 4 Project Manager Forward three (3) originals of final agreement to 11/18/2021 ❑X contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed r�l3D/Zo R� 7 City Attorney City Attorney agreement Review and approve insurance in PINS, and bonds 8 ►%30 /20� k4�04A for Public Works Contracts Agreement executed by City Council authorized (• 9 City Manager/ Mayor official Attest signatures, retains original agreement and 10 City Clerk forwards copies to Project Manager 0 ?