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HomeMy WebLinkAboutDS Professional Development ServicesAGREEMENT FOR PROFESSIONAL DEVELOPMENT SERVICES (OT This Agreement is made and entered into thisE�'2022, day of 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 Development as a priority; and WHEREAS, the CITY wishes to engage the services of an experienced executive management training consultant to lead trainings for City staff; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Digital Service and Open Government Product Manager for Digital Services 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, "San Rafael.02.01.2022 JPA.docx" attached hereto as Exhibit "A" and incorporated herein, on a date mutually agreed upon by CITY and CONSULTANT. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and 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 deliverables -based fee for deliverables A, B, and C as described in Exhibit A, including additional consultation as requested in writing by CITY's Project Manager, in an amount not to exceed $50,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and shall end on February 1, 2023. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to one (1) year. 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. OWNERSHIP OF DOCUMENTS. A. Intellectual Property. It is hereby understood that this Agreement reflects a contractual relationship. The CITY owns all right 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 Revised 1/29/2020 CONSULTANT's written permission. CITY further has no right or license to use or disclose materials from this 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 owner ship 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 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. CONFIDENTIALITY Any confidential information provided to CONSULTANT from the CITY 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 Revised 1/29/2020 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. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSULTANT shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. Revised 1/29/2020 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the CONSULTANT under this agreement. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT Revised 1/29/2020 MANAGER and the City Attorney. 12. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., 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 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 performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. 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. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. 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, Revised 1/29/2020 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 parry, 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 deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Catherine Holmes City of San Rafael 1400 Fifth Avenue San Rafael, CA 94915-1560 Email: Catherine.holmes@cityofsanrafael.org TO CONSULTANT's Project Director: Brian Elms Email: brian@changeagentstraining.com changeagentstraining.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. Revised 1/29/2020 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. 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. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY Revised 1/29/2020 business license as required by the San Rafael Municipal Code 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONSULTANT JIM SCHUTZ, City Manager ATTEST: ,Y LINDSAY LARA, City Clerk Revised 1/29/2020 Name: Brian Elms, CEO, Change Agents Training LLC APPROVED AS TO FORM: #IROBLERT F. EPST�ityAttomey Revised 1/29/2020 City of San Rafael e CHANGE AGENTS TRAINING Statement of Work for Consulting This Statement of Work (the "Agreement") is between the Change Agents Training LLC ("Contractor") and San Rafael ("Client"), effective February 1, 2022. This statement of work is not binding or enforceable until signed by both Client and Contractor. Prepared for: Submitted by: Client: City of San Rafael Contractor: Brian Elms CEO Change Agents Training LLC 1. Scope of Work The Client seeks to engage and hire Contractor to provide Client's employees with unique innovation training programs through the Contractor's proven innovation and performance improvement methodology designed for governments, known as The Innovation Academy. Using the Innovation Academy approach draws on various industry best practices, leverages process improvements, and empowers employees to make meaningful and impactful change throughout the government. In this Academy, the Contractor will teach the Client's participants the "See It, Say It, Solve It" methodology to tackle their current service delivery challenges. In an effort to introduce the innovation mindset within the Client organization, the executive leaders would like their employees to gain experience in structured problem solving, root cause analysis, innovation impact, delivering training and future trainers. The Client seeks to relaunch the Together San Rafael Learning Lab Initiative and engage employees in meaningful change techniques. The Contractor will help participants identify, scope and solve programs that affect the day to day business of the government. The participants will be expected to create and document changes for their innovations. The project should begin with an Advanced Innovation Academy training for a select group of analysts. These analysts will also have the opportunity if desired to move through the "Train the Trainers" modules. As we work with the analysts, participants from prior Learning Labs will be afforded the opportunity to move through the introductory course. Team members and new analysts should be encouraged to participate in the advance training and then take the train the trainer courses to create a sustainable program for the Client. We suggest the sequence to be: Exhibit A City of San Rafael 1) Advanced Innovation Academy for interested participants (for analysts) 2) Introduction to Innovation and Practical Problem Solving 3) Customized Innovation Academy LMS 4) Train the Trainers 5) Advanced Innovation Academy for interested participants from other cohorts 2. Deliverables a. Introduction to Innovation and Practical Problem Solving trainings: $18,000/year This portion of the engagement will deliver a hands-on, intensive training through an online platform: To allow more employees to be exposed to the concepts and practices involved in improving government performance, employees will be invited to an introduction training session. Project Lead will: 1. Conduct three sessions of the introduction training. Training can accommodate up to 15 employees per session. 2. Sessions will focus on areas identified by each participant within their job duties. 3. Provide access to the Client's employees where participants will learn techniques on how to see problems in their work space and techniques to solve those problems. The tools will focus on the innovation methodology, "See It, Say It, Solve It." 4. Teach two skills to "See" a problem and two skills to "Solve" a problem. 5. Require three one hour video conferences per session and access to a self -paced Innovation and Problem Solving course for three hours. (6 hour commitment) Delivering value to your customers is a challenge with many services. Contractor will train employees in the innovation tools and methodology employed around the country to help them solve customer problems on demand and without waste b. Advanced Innovation Training (Full Length Academy): $17,000 This portion of the project will deliver hands-on, intensive training by: 1. Conducting a 40 hour of virtual workshops over the course of two week. The training is offered to the introduction participants who demonstrate a desire to learn more and demonstrate passion for innovation during the first course as an advance training. Offered to no more than 17 employees, the participants will learn techniques on how to see problems in their work space and techniques to solve those problems. The tools will focus on the innovation methodology, "See It, Say It, Solve It". Focusing on how to deliver value to the customer on demand and without waste by helping employees identify their customers in each part of a process. 3. Learning how to deliver value to the customer. 2 City of San Rafael 4. Working through five skills to "See" a problem and five skills to "Solve" a problem. 5. Discussing the "widgets" (services) each team makes and helping them understand where value is captured. 6. This training is for selected All Stars within the Learning Lab and others identified by the Client. c. Train the Trainers: $12,000 In an effort to create a sustainable innovation program, Contractor will provide the trainings referenced above with the help and support of individuals who are identified by the client as potential trainers. After completing the Innovation Academy, the Client's managers and leaders will select from the group of participants to take part and learn how to coach and train employees in supporting their work through the trainings and workshops. These individuals must have attended both the Intro class and Advanced course and will run a future training with Contractor watching and coaching. Through this Agreement, Contractor leadership will be available to provide guidance and through online meetings and observation of other cohorts. Contractor will: 1. Provide multiple Zoom trainings on the "Train the Trainers" on Innovation Academy techniques and approaches to prepare the selected trainers for running their own innovation and change programs. We follow the philosophy: I teach one, we teach together and you teach the future. 2. Provide documents for teaching and facilitating 3. Provide recorded sessions 4. Advise on innovation, performance and change initiatives. 5. Support employees and leadership with counsel and expertise in innovation programs. d. Expert Consultation: Not to exceed $3,000/year After completing Contractor's Innovation Academy and at Client's discretion, Contractor will provide Client with its expertise in change management, innovation, and process improvement to help: 1. Facilitate its change initiatives and creation of ROI. 2. Identify ideas and best practices throughout the country. 3. Support employees and leadership with counsel and expertise in performance programs. 4. Help Client transition leadership and staff in an enhanced direction. 5. Support the creation of an innovation tracking system. 6. Assist, support and coach project managers and team members. On-site consulting is provided at $500 per hour and off-site consulting is provided at $300 per hour. 3. Timeline: Spring 2022 4. Fees a. Introduction to Innovation and Practical Problem Solving trainings: $18,000 b. Advanced Innovation Training (Full Length Academy): $17,000/session 3 City of San Rafael c. Train the Trainers training: $12,000 d. Expert Consultation: Hourly consulting fees, not to exceed $15,000 5. Project Leader Brian Elms will lead this project. Brian is an innovation and performance initiative expert who helped found the Denver Peak Academy, a nationally -recognized employee led process improvement program that saved $25 million for the City and County of Denver (13,000+ FTEs) that included process improvement workshops and mentor programs. He holds certificates in Lean, Six Sigma, and Change Management, and has published a book on the topic of innovation and process improvement in government (Peak Performance, Governing Books, 2016). Brian has more than 15 years of experience working in government at both the state and municipal levels. He is an AmeriCorps alumni, former Policy Director for the Pennsylvania Department of Aging, Legislative Specialist for AARP, and Government Relations Director for Denver International Airport. Brian currently serves as Faculty in Urban Leadership at the University of Nevada at Las Vegas (UNLV). 6. Payment Schedule: Contractor will invoice the Client once for the full amount of the engagement upon completion of each requested phase, deliverable or trainings. Contractor requests reimbursement via ACH, which is provided in Contractor's contact information. 7. Travel and Project Expenses: No travel should take place under this contract. However, if travel is granted, Client will pay all travel expenses through the GSA rate system. 8. Confidentiality and Intellectual Property: As experts in the field of government performance and innovation, Project Leader Brian Elms is the author of various original works and Contractor requires the following Intellectual Property and Confidentiality provisions in all Agreements. CONFIDENTIALITY Any confidential information provided to CONTRACTOR from CLIENT shall be kept confidential and shall not be made available to any individual or organization by CONTRACTOR without the prior written approval of CLIENT. CLIENT also agrees that during CONTRACTOR's performance of this Agreement, CONTRACTOR may disclose Confidential Information to CLIENT. Confidential Information provided by CONTRACTOR to CLIENT will include written materials, proprietary methodologies, project management and other tools, deliverable examples, procedures, processes, protocols, routines, business methods, techniques, 4 City of San Rafael 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. CLIENT will exercise all reasonable care to preserve and protect the CONTRACTOR'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 CLIENT to protect the trade secrets or other Confidential Information of the CLIENT. b. INTELLECTUAL PROPERTY It is hereby understood that this Agreement reflects a contractual relationship. CLIENT owns all rights, title and interest in CLIENT materials that it provides to CONTRACTOR, if any, to carry out the Work under this Agreement, including but not limited to content, graphics and other visuals, music and photos. All materials developed by CONTRACTOR for the Work under the Agreement shall be made available to CLIENT for the training and only for CLIENT's use internally for further internal CLIENT's trainings, but CLIENT agrees that CLIENT will not reproduce in any way or save any materials provided by or developed by CONTRACTOR under this Agreement without CONTRACTOR's written permission. CLIENT 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, CONTRACTOR shall retain full and exclusive ownership of its preexisting work, materials, videos, video content, website content, and proprietary technologies ("CONTRACTOR Property"). CONTRACTOR Property also includes Contractor's written works, proprietary methodologies, project management and other tools, deliverable examples, procedures, processes, business methods, techniques, solution modules, templates, general purpose consulting techniques, and software tools. In addition, CONTRACTOR retains full ownership of the written materials provided by CONTRACTOR to CLIENT during any of the trainings. C. WORK PRODUCT OWNERSHIP The CONTRACTOR will submit its work product to the CLIENT in accordance with the terms of the Scope of Work. Any and all work product submitted by the CONTRACTOR to the CLIENT as part of the CONTRACTOR's performance of the Scope of Work will be the exclusive property of CONTRACTOR, provided, however, that the CONTRACTOR hereby grants to the CLIENT a permanent, irrevocable license to use and reproduce copies of the CONTRACTOR's work product only for the CLIENT'S internal use with CLIENT's employees. The CLIENT's license does not allow i) disclosure by the CLIENT of the work product beyond that expressly referenced herein, and ii) Client may not license, sell, lease, distribute, duplicate or otherwise transfer the work product to any third -party. 9. Contact Information: 5 City of San Rafael Name: Catherine Holmes Email: Catherine.holmes@cityofsanrafael.org Phone: Client: Address: City of San Rafael Digital Service 1400 5th Avenue San Rafael, CA 94901 Contractor: Change Agents Training LLC Brian Elms b ri a n @ch a ngeage ntstra i n i ng. co m 303-619-7353 3429 Julian Street Denver, Co 80211 10. Signatures: EACH PARTY HAS CAUSED ITS DULY AUTHORIZED REPRESENTATIVE TO SIGN THIS AGREEMENT AS OF THE EFFECTIVE DATE. Client By: (Signature) Change Agents Training By: (Signature) Name: Name: (print) (print) 0 s Z 0 WITH P 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: Digital Service and Open Government Project Manager: Catherine Holmes Extension: Catherine.holmes@cityofsanrafael.org Contractor Name: Brian Elms, Change Agents Training Contractor's Contact: 303-619-7353 Contact's Email: brian@changeagentstraining.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step 1 RESPONSIBLE DEPARTMENT Project Manager 2 1 City Attorney 3 4 5 Department Director Project Manager Project Manager PRINT 6 1 Project Manager 7 1 City Attorney 8 1 City Attorney 9 1 City Manager/ Mayor 10 1 City Clerk DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Approval of final agreement form to send to contractor Forward three (3) originals of final agreement to contractor for their signature When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by City Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE _ Click here to enter a date. Click here to enter a date. 1/31/2022 1/31/2022 Click or tap to enter a date. Click here to enter a date. ;F,4 Or Click here to enter a date. REVIEWER beck/Initial 11 ❑■ 2/7/2022 CH