HomeMy WebLinkAboutContracts & Agreements_179-2011_CCv0001.pdf AGREEMENT TO FURNISH PROFESSIONAL COACHING SERVICES
This agreement for professional coaching services ("Agreement") is made and entered
into this 5th day of December, 2011 ("Effective Date"), by and between the City of Redlands, a
municipal corporation ("City") and ARBA, Inc. ("Consultant"). City and Consultant are
sometimes individually referred to herein as a"Party" and, together, as the"Parties."
In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE I - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform professional coaching services to the City's
Executive Team in efforts to develop practical leadership skills (the "Services"). The
specific Services which Consultant shall perform are more particularly described in
Exhibit "A," entitled "Scope of Services and Rate Schedule," which is attached hereto
and incorporated herein by this reference.
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of services.
1.3 Consultant shall comply with all applicable Federal, State and local laws and regulations
in the performance of its obligations under this Agreement including, but not limited to,
the Americans with Disabilities Act and the Fair Employment and Housing Act.
1.4 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including,but not limited to, the Americans with
Disabilities Act, the Fair Employment and Housing Act and prevailing wage laws.
1.5 Consultant shall perform the Services in a prompt and diligent manner.
ARTICLE 2 - RESPONSIBILITIES OF CITY
2.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
2.2 City designates Kim Braun, Risk Manager, as City's representative with respect to
performance of the Services, and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 3 - PAYMENT AND NOTICE
3.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Eleven Thousand Seven Hundred Dollars ($11,700). City shall pay Consultant
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on a time and materials basis up to the "not to exceed" amount, based upon the rates
shown in Exhibit"A."
3.2 Consultant shall submit monthly invoices to City describing the work performed during
the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses, if any. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice,provided (1) the Services reflected in the invoice were performed to
the reasonable satisfaction of City in accordance with the terms of this Agreement, and
(2) that all expenses, rates and other information set forth in the invoice are consistent
with the terms and conditions of the Agreement.
3.3 All notices shall be given in writing by personal delivery or by mail. Notices, sent by
mail should be addressed as follows:
City: Kimberlee Braun, Risk Manager
City of Redlands
PO Box 3005
Redlands, CA 92373
Consultant: Marla Benson, Consultant
ARBA, Inc.
P.O. Box 4562
Crestline, CA 92325
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments
are to be given by giving notice pursuant to this section.
ARTICLE 4 - INSURANCE AND INDEMNIFICATION
4.1 All insurance required by this Agreement shall be maintained by Consultant for the
duration of its performance of the Services. Consultant shall not perform any Services
unless and until all required insurance listed below is obtained by Consultant. Consultant
shall provide City with certificates of insurance and endorsements evidencing such
insurance prior to commencement of the Services. All insurance policies shall include a
provision prohibiting cancellation of the policy except upon thirty (30) days prior written
notice to City.
4.2 If Consultant has employees, Consultant shall secure and maintain Worker's
Compensation and Employer's Liability insurance throughout its performance of the
Services in accordance with the laws of the State of California. In the event Consultant
has no employees, Consultant hereby certifies to City that it has secured from the
Department of Industrial Relations a certification of consent to self-insure.
4.3 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made.
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4.4 Consultant shall secure and maintain business auto liability coverage, with minimum
limits of One Million Dollars ($1,000,000) per occurrence, combined single limit for
bodily injury liability and property damage liability throughout the term of this
Agreement. This coverage shall include all Consultant owned vehicles used in connection
with Consultant's provision of the Services, hired and non-owned vehicles, and employee
non-ownership vehicles. Such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City. City shall be named as an additional
insured.
4.5 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys fees, arising from injury or death to persons or damage to property occasioned
by Consultant's and its officers', employees' and agents' negligent and wrongful acts or
omissions in performing the Services.
ARTICLE 5 - CONFLICTS OF INTEREST
5.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income,interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
5.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a rate,
rule or regulation, or the adoption or enforcement of laws;
(ii)the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorizations or entitlements;
(iii)authorizing City to enter into,modify or renew a contract;
(iv)granting City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design, report, study or similar item;
(vi)adopting, or granting City approval of, policies, standards or guidelines for
City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity,participate in
making a governmental decision or otherwise perform the same or substantially the same
duties for City that would othem4se be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
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5.3 In the event City officially determines that Consultant must disclose its financial interests
by completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of the City Clerk.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.1 Attorneys' Fees. In the event any action is commenced to enforce or interpret any of the
terms or conditions of this Agreement the prevailing Party shall, in addition to any costs
and other relief,be entitled to the recovery of its reasonable attorneys' fees,including fees
for the use of in-house counsel by a Party.
6.2 Prohibition Against Assignment. Consultant shall not assign any of the Services, except
with the prior written approval of City and in strict compliance with the terms, and
conditions of this Agreement.
6.3 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and shall perform the Services as an independent contractor.
Neither City nor of its agents shall have control over the conduct of Consultant or
Consultant's employees, except as herein set forth. Consultant shall supply necessary
tools and instrumentalities required to perform the Services. Assigned personnel
employed by Consultant are for its account only, and in no event shall Consultant or
personnel retained by it be deemed to have been employed by City or engaged by City for
the account of, or on behalf of City. Consultant shall have no authority,express or
implied,to act on behalf of City in any capacity whatsoever as an agent,nor shall
Consultant have any authority, express or implied, to bind City to any obligation.
6.4 Termination.
A. Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
B. This Agreement may be terminated by City, in its sole discretion,by providing five(5)
days prior written notice to Consultant (delivered by certified mail,return receipt
requested)of City's intent to terminate.
C. If this Agreement is terminated by City.. an adjustment to Consultant's compensation
shall be made,but(1) no amount shall be allowed for anticipated profit or unperformed
Services, and(2) any payment due Consultant at the time of termination may be adjusted
to the extent of any additional costs to City occasioned by any default by Consultant.
6.5 Entire Agreement/Amendment. This Agreement, including the Exhibit incorporated
herein by reference, represents the entire agreement and understanding between the
Parties as to the matters contained herein, and any prior negotiations, written proposals or
verbal agreements relating to such matters are superseded by this Agreement. Except as
otherwise provided for herein, an amendment to this Agreement shall be in writing,
approved by City and signed by City and Consultant.
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Mada Bmson-ABAA.Inc-ftoposai Breakdown f0f City Of Redlands -AmRn&d Mwernber 2,2011
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Sessions Hours per session Total hipw - - - , Subtotal
Mersey Temperament Sorter Credit (75.00)
3,000-00