HomeMy WebLinkAbout2013 CON Centre for Organization Effectiveness - Training & Consultation ServicesCITY OF NATIONAL CITY
SHORT FORM SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
THE CENTRE FOR ORGANIZATION EFFECTIVENESS
THIS AGREEMENT is entered into this 25th day of February, 2013, by and between the
CITY OF NATIONAL CITY, a municipal corporation (thc "CITY"), and The Centre for
Organizational Effectiveness, a Joint Powers Authority. (the "CONSULTANT").
NOW, THEREFORE, CITY agrees to engage CONSULTANT to perform the services
set forth herein in accordance with the following terms and conditions:
1. Description of Services. CONSULTANT shall provide training/consultation
services including but not limited to:
• Conducting both standard and customized workshops and training sessions;
• Providing organization development consulting to include needs assessment
project planning, project management and evaluation of success; and
• Coaching individuals and groups
2. Length of Agreement. This Agreement shall be effective upon execution by the
CONSULTANT and CITY and continue until February 24, 2014. .
3. Compensation. The total compensation to CONSULTANT for providing the
services set forth herein shall not exceed $10,000. A written cost estimate shall be provided by
CONSULTANT for each project. Work shall not commence without prior authorization of the
CITY. The compensation for CONSULTANT'S work on any project shall not exceed the agreed
upon fee without prior written authorization from CITY.
4. Payment Schedule. CITY will make payment within thirty (30) days of receiving
and approving a billing statement for the satisfactorily completed services of CONSULTANT.
5. Termination. CITY may terminate this Agreement at any time by providing a one
(1) day written notice to CONSULTANT. Upon termination, CONSULTANT shall be paid for
that portion of the work completed as of the date of notice of termination.
6. Independent Contractor. It is agreed that CONSULTANT is an independent
Contractor, and all persons working for or under the direction of CONSULTANT are
CONSULTANT'S agents, servants and employees, and said persons shall not be deemed agents,
servants or employees of CITY.
7. Insurance. CONSULTANT shall obtain:
A. 1 1 If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of $1,000,000 per occurrence.
Revised February 2009
B. Automobile insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles ("any auto").
C. Commercial general liability insurance, with minimum limits of
$1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage
arising out of its operations under this Agreement.
D. The CITY waives the standard Workers' Compensation provisions
provided that the CONSULTANT provides and abides by the conditions set forth in the
Declaration and Amendment to this agreement contain in "Exhibit A". Should the
CONSULTANT fail to comply with the terms of "Exhibit A", the terms of this agreement will
revert to the City's standard Workers' Compensation provisions:
Workers' compensation insurance in an amount sufficient to meet statutory requirements
covering all of CONSULTANT'S employees and employers' liability insurance with limits of at
least S1,000,000 per accident. In addition, the policy shall he endorsed with a waiver of
subrogation in favor of the City. Said endorsement shall be provided prior to commencement of
work under this Agreement.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CITY and its officers, agents and employees as additional
insureds, and separate additional insured endorsements shall be provided.
G. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
11. Insurance shall be written with only California admitted companies which
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide, or a company equal financial stability that is
approved by the City's Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
I. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to treat
the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
.1. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
K. Insurance certificates must specify certificate holder as:
City ofNational City
ATTN: Risk Management
140 E. 12th Street, Suite A
Revised August 201 1
National City, CA 91950-4301
8. Hold Harmless. CONSULTANT shall defend, indemnify and hold CITY, its
Officers, employees and agents harmless from any liability for damage or claims of same,
including but not limited to personal injury, property damage and death, which may arise from
CONSULTANT, or CONSULTANT'S subcontractors, agents or employees' operations under
this Agreement. CITY shall cooperate reasonably in the defense of any action, and
CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney.
9. Acceptability of Work. The City shall, with reasonable diligence, determine the
quality or acceptability of the work, the manner of performance and/or the compensation payable
to the CONSULTANT.
10. Miscellaneous Provisions.
A. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
B. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
C. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
D. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
E. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
F. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
G. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The CONTRACTOR shall comply with all
laws, including federal, state, and local laws, whether now in force or subsequently enacted.
H. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise
made by either party hereto, or by or to an employee, officer, agent or representative of any party
hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby.
I. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
J. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
any rule or construction to the effect that ambiguities are to be resolved against the drafting party
Revised .August 201 1
shall not apply in the interpretation of this Agreement, or any portions hereof, or any
amendments hereto.
IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONSULTANT
on the date and year first above written.
CITY OF NATIONAL CFI'Y
Leslie Deese, City Manager
PROVED AS TO FORM:
C' idia ilva
City Att
CONTACT INFORMATION
CITY OF NATIONAL CITY
1243 National City Boulevard
National City, CA 91950-4301
Phone: (619)336-4308
Fax: (619)336-4303
Contact: Stacey Stevenson
Title: Director of Administrative Services
Email: sstevensoni iinationalcitvca.eov
THE CENTRE FOR ORGANIZATION
EFFECTIV/TESS
By:
(Name)
O(, \,v,,--
(Print)
(Title)
THE CENTRE FOR ORGANIZATION
EFFECTIVENESS:
8950 Villa La Jolla Drive, Suite A204
La Jolla, CA 92037
Phone: (858) 534-9119
Fax: (858) 534-9147
Contact: Sommer Kehrli
Title: Executive Director
Email: skehrfi(rztcfoe.com
Taxpayer I.U. No.:
Revised August Z01 I
4
Exhibit A
DECLARATION AND ADDENDUM TO CONTRACT AWARDED TO
171E CENTRE FOR ORGANIZATIONAL EFFECTIVENESS:
RE: Workers' Compensation
I Sommer Kehrli, Executive Director of The Centre for Organizational Effectiveness
(The Centre) am authorized to execute this document on behalf of The Centre with
respect to compliance with the California Workers' Compensation and Labor Laws. All
work associated with this agreement shall be performed by solely a volunteer of the
Centre, an independent contractor acting as a consultant to The Centre.
If however, The Centre shall ever be required to hire employees or subcontractors to
perform this contract, The Centre shall obtain Workers' Compensation insurance.
Further, The Centre will defend, indemnify, and hold harmless the City of National City,
its officers and employees from any and all claims and liability including Workers'
Compensation claims and liability that may be asserted or established in the event it hires
an employee in violation of this addendum or if a volunteer of the organization makes a
claim against or alleges liability of the City of National City for Workers' Compensation
and it will further indemnify the City of National City, its officers and employees for all
damages the City thereby suffers.
Dated
BY
PRIN Sprhlr r V L -t;
COMPANY ($(L ci Gn+ (,b, Effcs%\e..05
TffLE (AA/ t, b iUJ4,-
CALIF,OF NI.4 -+
INCORPORATED
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
CENTRE FOR ORGANIZATION EFFECTIVENESS
Training & Consultation Services
Lilia Munoz (Human Resources) Forwarded
Copy of Agreement to Centre for
Organization Effectiveness