HomeMy WebLinkAboutFD Executive Coaching for Battalion ChiefAGREEMENT FOR PROFESSIONAL SERVICES WITH
REWIRE LEADERSHIP INSTITUTE]
This Agreement is shade and entered into this � day of I , 2t�rLhy
and between the: CITY OF SAN 1Lt1FAEL (hereinafter "CITY"), and FJVMRE LEADERSHIP
INSTITUTE, a California corporation (hereinafter "CONSULTANT").
RECITALS
WHEREAS, the CITY has determined that professional services are required for executive
coaching, specifically career and leadership strategy for Battalion Chief, Jason Hatfield; and
WHEREAS, the CONSULTANT has agreed to render such services;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
PROJECT COORDINATION.
A. CITY'S Project Manager. The Fire Chief 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. Dr. Daniel Ellenberg 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.
DUTIES OF CONSULTANT.
CONSULTANT shall perform the duties and/or provide services as follows:
As requested by the PROJECT MANAGER, CONSULTANT shall provide executive coaching in
the areas of leadership and organizational effectiveness. Goals and deliverables are outlined in the
CONSULTANT'S "Letter of Agreement" dated April 12, 2022, marked as Exhibit "A," attached
hereto, and incorporated herein.
DU -1 IES 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 set -vices described herein by CONSULTANT, CITY shall
pay CONSULTANT on a time and materials basis for services rendered at the hourly rates shown in
CONSULTANT'S Project Fee section included in Exhibit "A" attached, in a total contract amount
not to exceed $5,000, including reimbursable expenses.
TERM OF AGREEMENT.
The tern of this Agreement shall be for 12 months commencing as of April 25, 2022 and
ending on April 30, 2023. Upon mutual agreement of the patties, and subject to the approval of the
Fire Chief the term of this Agreement may be extended for an additional period of up to 6 months.
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 fiailure 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 alter termination.
OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONSULTANT in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
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.
RMSCII 3i2,'2022
\9. 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.
10. 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
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. 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.
11. 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.
12. COMPLIANCE WITH ALL LA
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,
Revised 3/2/2022
penalties, lines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
13. 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.
14. 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:
TO CITY's Project Manager:
TO CONSULTANT's Project Director:
15. INDEPENDENT CONTRACTOR.
Darin White
City of San Rafael
1375 Fifth Avenue
San Rafael, CA 94901
Email: Darin.Wlritctrr)cityofsanrafael.or
Daniel Ellenberg, Ph.D.
Rewire Leadership Institute
Email: Daniel QqRewircLeadership.com
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.
16. 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
mattes• of this Agreement, shall be valid or binding, except by way of a written amendment to this
ReviScd 372/2022
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
teens and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
17. 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.
18. 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.
19. 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.
20. CITY BUSINESS LICENSE i OTHER TAXES,
CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafacl 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).
21. 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.
Revised 3/2/2022
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
23. 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
Darin White, Fire Chief
ATTEST-
, AluA�'
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
KBERT F. EPSTEIN, City torney
Revised 3/2/2022
CONSULTANT
By:a �1
` `&
Daniel Elle erg, Ph.D.
[If CONSULTANT is a corporation, add signature of
second corr)imute officer] _
Nat
Title: L
q�
Rewire
LE 4D E P SH IP
Exhibit A
Rewire Leadership Institute
Daniel Ellenberg, Ph.D. 19 Winged Foot Drive I Novato I California 194949
Phone: (415) 883-5600 Fax: (415) 883-5544 1
Daniel @ Rewire Leadership. corn.
Letter of Agreement
Period of Performance: April 11, 2022 -October 15, 2022
Statement of Purpose: To provide organizational development (OD) coaching to a key leader in the San
Rafael Fire Department. The OD services will encompass work in the areas of leadership and
organizational effectiveness for Jason Hatfield.
Proposal for Organizational Development Coaching and Consulting Support for San Rafael
This will serve as the Letter of Agreement between Rewire Leadership Institute and the San Rafael Fire
Department for the leadership coaching deliverables outlined below.
All work related to this agreement will be performed by Daniel Ellenberg, PhD (Coach). Rewire
Leadership Institute agrees to provide the following deliverables related to this project:
Requirements and Deliverables: The goals for the upcoming time period will include the following:
1. To help this leader develop the appropriate mindset to lead his division successfully
2. To support this leader in helping to create clarity in his functional teams
3. To help him develop strategies to deal with difficult situations and people
4. To help them create or refine a clear communication plan
5. Meet with other team members when appropriate
6. Meet with this leader on a bi-weekly basis
In focusing on these efforts, the intention is to increase the organizational health, resilience, and innovation
by addressing and responding to opportunities and challenges in a rapidly changing environment.
To achieve these goals, the deliverables will include the following:
1. Clarify the goals and vision of the leader in relation to the San Rafael Fire Department
2. Teach best practices for responsible, effective communication—both instrumental and
interpersonal
3. Develop a plan to address key areas of leadership growth
4. The above list is not exhaustive and will likely evolve as the work progresses
Throughout the OD work, the consultant will ensure that the leader has actions to further his objectives and
goals. They will develop actionable steps to amplify his focus on excellence, improve communication and
collaboration, increase engagement, and ultimately increase the overall health and effectiveness of his
organization.
Labor Category: Senior Consultant
Place of Performance: Zoom video meetings or in person
Hourly Rate: There is a commercial rate of $3750 per day ($468.7 per hour) before applying a GSA
discount. After applying a discount for the San Rafael Fire Department, Rewire Leadership will
charge $375 per hour.
Total Hours (inclusive of all deliverables): 13.33
www.RewireLeadership.com
Exhibit A
Rewire Leadership Institute
Daniel Ellenberg, Ph.D. 19 Winged Foot Drive I Novato I California 194949
Rewire Phone: (415) 883-5600 Fax: (415) 883-5544 1
LEADERSHIP
Daniel@RewireLeadership.cem
Materials: all digital, no cost to customer
Total Direct Costs: $5000
Travel -Related Costs: No travel related expenses
Fee Schedule: $5000 billed at $375 per hour; RLI will invoice at the end of each month for the work
completed during the month.
Total Price not to exceed: Inclusive of preparation, planning, facilitation services, reports, and follow up:
$5000
Respectfully submitted by Daniel Ellenberg, Vice -President
Rewire Leadership Institute®
• EIN:94-3065329
• DUNS: 82-580-1736
• NAICS Code: 541618
• GSA Contract: GS -02F-0131 Y
• Economically Disadvantaged Woman -Owned Small Business
Rewire Leadership Technical & Contractual POCs:
Judith Bell, President and POC
(415) 883-5600 x 2
judith@,rewireleadership.com
Administration
(415) 883-5600 x 1
admin c-0ewireleadership.com
Rewire Leadership Institute® Cancellation Policy for Contracts:
• More than 6 months out: non-refundable expenses only
• 6 months to 4 months: 10% of the contract plus any non-refundable expenses
• 4 months to 2 months: 20% of the contract plus any non-refundable expenses
• 2 months to 1 month: 50% of the contract plus any non-refundable expenses
• Within 1 month; 60% plus any non-refundable expenses
If you agree to the terms of this agreement, please affix your signature below.
Rewire Leadership Institute (RLI)
Print Name: Daniel Ellenberg
San Rafael Fire Department
Print Name:
www.RewireLeadership.com
Exhibit A
Rewire Leadership Institute
Daniel Ellenberg, Ph.D. 119 Winged Foot Drive I Novato I California 194949
Rewire Phone: (415) 883-5600 1 Fax: (415) 883-5544
LE A D E R5 H IP
Daniel@RewireLeadership..com
Title: Vice- President, RLI
Title:
Signed: Signed:
Date: April 12, 2022 Date:
www.RewireLeadership.com
RAF,q�`
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['fTY 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: Fire
Project Manager: Thomas Wong Extension: x5360
Contractor Name: Rewire Leadership Institute
Contractor's Contact: Daniel Ellenberg Contact's Email: Daniel@RewireLeadership.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
a. Email PINS Introductory Notice to Contractor
DATE
Check/Initial
1
Project Manager
Click here to
❑
enter a date.
b. Email contract (in Word) and attachments to City
4/18/2022
Attorney c/o Laraine.Gittens@cityofsanrafael.org
2
City Attorney a. Review, revise, and comment on draft agreement
5/92022
N LG
and return to Project Manager
5/9/2022
N LG
b. Confirm insurance requirements, create Job on
(N/A)
PINS, send PINS insurance notice to contractor
3
Department DirectorApproval of final agreement form to send to
Click or tap
121contractor
to enter a
Project Manager Forward three (3) originals of final agreement to
date.
4
❑
contractor for their signature
Project Manager When necessary, contractor -signed agreement
5
❑ 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
Click here to
Date of City Council approval
enter a date.
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
5/19/22
TW
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
20�Z
agreement
Review and approve insurance in PINS, and bonds
��/ZDZ_2_(for
8
City Attorney
Public Works Contracts)jV
9
City Manager / Mayor Agreement executed by City Council authorized
official
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10
City Clerk Attest signatures, retains original agreement and
forwards copies to Project Manager