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HomeMy WebLinkAboutContracts & Agreements_88-2007_CCv0001.pdf fi �t AGREEMENT TO FURNISH PROFESSIONAL CONSULTING SERVICES RELATING TO GOAL-FOCUSED AND ORGANIZATIONAL PERFORMANCE MANAGEMENT This agreement for consulting services("Agreement")is made and entered into this 1511'day of May, 2007 ("Effective Date'), by and between the City of Redlands, a municipal corporation ("City")and James O.Boylan dba PathFinders("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 1 -ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to perform professional consulting services relating to goal- focused and organizational performance management(the"Services"). i.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. ARTICLE 2 - SERVICES OF CONSULTANT 2.1 The Services which Consultant shall perform are more particularly described in ther osal from Consultant dated April 10, 2007 which is attached hereto as Exhibit `A'and incorporated herein by this reference. 2.2 Consultant shall comply with all applicable Federal,State and local laws and regulations in the performance of this Agreement including, but not limited to, the Americans with Disabilities Act and the Fair Employment and Housing Act. ARTICLE 3 -RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 City will make provision for Consultant to enter upon City-owned property, as reasonabl required by Consultant, to perform the Services. y WKMgreementslPathFfnders Agreement 1 10 ARTICLE 4-PERIOD OF SERVICE 4.1 Consultant shall perform the Services in a prompt and diligent manner, and in accordance with the schedule set forth in Exhibit"A." ARTICLE 5 - PAYMENT AND NOTICE 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Eight Thousand Six Hundred :Forty Dollars ($8,640,00). City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with the terms of Exhibit"A." 5.2 Payments by City to Consultant shall be made within thirty, (30)days after receipt and approval by City of Consultants's invoice, by warrant payable to Consultant. Invoices shall be sent on a monthly basis. 5.3 All notices shall be given in writing by personal delivery or by mail. Notices,sent by mail should be addressed as fellows: City: City Manager City of Redlands PO Box 3005 Redlands, CA 92373 Consultant. James O. Boylan Path Finders 3209 Cadencia Street Carlsbad, CA 92009 (760)613-1008 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 who notices and payments are to be given by giving notice pursuant to this section. DJM\AgreementsNPath Finders Agreement 2 ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 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 pursuant to this Agreement 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. 6.2 A. If Consultant has employees who will perform the Services and who are required to be insured pursuant to the State's workers compensation laws,Consultant shall secure and maintain Markers' Compensation and Employer's Liability insurance throughout the duration of this Agreement in an amount which meets the statutory requirement with an insurance carrier acceptable to City. The insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty(30) days prior written notice to City. B. Consultant expressly waives all rights to subrogation against City, its elected officials,officers and employees for losses arising from work performed by Consultant for City by expressly waiving Consultant's immunity for injuries to Consultant's employees and agrees that the obligation to indemnify, defend and hold harmless provided for in this Agreement extends to any claim brought by or on behalf of any employee of Consultant. This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage resulting from the sole negligence of City, its agents and employees. To the extent any of the damages referenced herein were caused by or resulted from the concurrent negligence of City, its agents or employees,the obligations provided herein to indemnify,defend and hold harmless are valid and enforceable only to the extent of the negligence of Consultant, its officers, agents and employees. 6.3 Hold Harmless and Indemnification. Consultant shall indemnify,hold harmless and defend 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 any act, omission or failure to act by Consultant, its officers, employees and agents in performing the Services. 6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without the express written consent of City. In the event of mutual agreement between Parties to assign a portion of the Services, Consultant shall add the assignee as an additional insured and provide City with the insurance endorsements prior to the performance of any services by the assignee. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement. DMAgreementsTath Finders Agreement 3 6.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force throughout the duration of the Agreement comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to City. Such insurance shall be primary and non- contributing to any insurance or self-insurance maintained by City. Certificates of insurance and endorsements regarding the same shall be obtained by Consultant, effective as of the date of this Agreement, and shall be delivered to City within ten (10) days after commencement of the Services. 6.6 Business Auto Liability Insurance. Consultant shall have 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.This coverage shall include all Consultant owned vehicles used on the project,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 and a certificate of liability insurance and endorsement regarding the same shall be obtained by Consultant, effective as of the date of this Agreement, and shall be delivered to City within ten(10)days after commencement of the Services. ARTICLE 7 - GENERAL CONSIDERATIONS 7.1 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 use of in-house counsel by a Party. 7.2 Consultant shall not assign any ofthe Services to be performed under this Agreement,except with the prior written approval of City and in strict compliance with the terms, provisions and conditions of this Agreement. 7.3 Consultant's key person to perform the Services is James O.Boylan. Consultant agrees that this key person shall be made available and assigned to perform the Services and that she shall not be replaced without concurrence from City. 7.4 All documents, records, drawings, designs, cost estimates, electronic data files, databases, and other documents developed by Consultant pursuant to this Agreement,and any copyright interest in such documents,shall become the property of City and shall be,delivered to City WMIAgreementskPathFinder's Agreement 4 r 7.5 Consultant is for all purposes an independent contractor. Consultant shall supply all tools and instrumentalities required to perform the Services. All personnel employed by Consultant are for its account only, and in no event shall Consultant or any 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. 7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City. 7.7 This Agreement may be terminated by City, in its sole discretion and without cause, by providing five(5) business days' prior written notice to Consultant(delivered by certified mail, return receipt requested)of intent to terminate. 7.8 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. 7.9 Upon receipt of a termination notice,Consultant shall immediately discontinue all services affected,and within five(5)days of the date of the termination notice,deliver or otherwise make available to City,copies(in both hard copy and electronic form,where applicable)of any data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services required by this Agreement. Consultant shall be compensated on a pro-rata basis for work completed up until notice of termination. 7.10 Consultant shall maintain books and accounts of all payroll costs and expenses related to the Services. Such books shall be available at all reasonable times for examination by City at the office of Consultant. 7.11 This Agreement, including the Exhibits 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. Any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 7.12 This Agreement shall be governed by and construed in accordance with the laws of the State of California. DJM%AgreementstPath Finders Agreement IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS PATH FINDERS By: By: on Harrison, Mayor Tam O. Boylan Attest: City.Clerk If DJM\AgreementslPath Finders Agreement 6 EXHIBIT "A" The time with the City Manager and Department heads is, in Part, focused on getting acquainted but 3 most importantly on getting crystal clear on what we know,and what we can and can't re expect to achieve via the workshop, asonably The time with Council members is designed to build some level of rapport before the start of a workshop,and allow me to learn more about their perspectives in approaching this important work. In both sets of meetings, my objective is to assess your organizational readiness move an -term interests of the City organization. succeed—in a goal setting process serving the long to e forward— d When we have completed these meetings, I will recommend a 'go/no-go' decision d upon what I've learned. After deliberating upon my recommendation,we' base po will determine if we can still mutually commit to a"90"Proposition. If Yes, I will begin Preparations for the workshop. If no,then we will discuss and make an effort to decide a course of action that we can mutually commit to at that point. Again, if you rea to abort the process, I will be more than willing to help explain to Your Council the logicach of thatdecision decision. If you elect to terminate my engagement at that point, I willsubmit a clue-upon-receipt invoice for fees and expenses accrued to date with an expectation of payment within 30 business days. With the foregoing as a backdrop, following is my estimate of the investment You will need to make in the Process and the basis of that estimate. Meeting with Managers and Council I to 2 days S 1600-$ 3200 • If overnight required,estimated out-of pocket expense • Excess travel time 300 • Misc. 120 100 • Design and Preparations for Council Goal-setting Workshop 800-S1600 • Council Workshop Day o Excess travel time 1600 120 Preparation&electronic delivery of workshop summary $400- $ goo Contingency $ S 800 The foregoing is my estimate based upon existing information. If my actual time spent is less, t will invoice you only for the time spent. If it appears we will exceed the time I have e anticipated, I will You as soon as that is apparent so that you may decide whether or not to commit additional funds to our work. I've included a contingency amount to mitigate the likelihood of that happening. Please call me at(760)613-1008 if you have questions,or wish to discuss any or all aspects of my proposal. I am pleased that your invitation came at a time when I had time to respond and appreciate the opportunity to submit that response to you. Wishing you success!