HomeMy WebLinkAbout2006/08/22 Item 9
COUNCIL AGENDA STATEMENT
ITEM TITLE:
~
Item vi
Meeting Date: Auaust 22. 2006
Resolution WAIVING THE FORMAL CONSULTANT
SELECTION PROCESS AND APPROVING AN AGREEMENT
WITH THE CENTRE FOR ORGANIZATION EFFECTIVENESS
FOR STAFF PROFESSIONAL DEVELOPMENT CONSULTANT
SERVICES AND AUTHORIZING THE MAYOR TO EXECUTE
SAID AGREEMENT
Director of HU7esources /1fZ--
City Manager ;1 (4/5ths Vote: Yes_ No-Xl
SUBMITTED BY:
REVIEWED BY:
Staff seeks to enter into an agreement with The Centre for Organization Effectiveness
for professional staff development consultant services over a two-year period. The
proposed agreement with The Centre includes providing Supervisory, Management and
Executive Leadership academies for the City
Since the total consultant fee for all of The Centre agreements over a two-year period
will exceed $50,000 each fiscal year, Council approval is required. Staff is
recommending waiving the formal consultant selection process and entering into an
agreement with The Centre for the specified supervisory and executive staff
development consultant services. The recommendation is based on The Centre's
qualifications and experience, knowledge of the City, consistency in training and their
exemplary work performance on the previous Supervisor and Executive Leadership
Academies.
RECOMMENDATION: That Council adopts the resolution waiving the formal
consultant selection process and approving an agreement with The Centre for
professional staff development consultant services; and authorize the Mayor to execute
said agreement.
BOARDS/COMMISSIONS RECOMMENDATION: N/A
DISCUSSION:
The proposed agreement with The Centre is for Supervisory/Management/Leadership
Academies that will assist with succession planning and leadership development skills.
The Centre, a regional governmental agency providing innovative management
programs, training, forums and organizational development interventions based in San
Diego, has been instrumental in assisting the City of Chula Vista over the years on
executive leadership and management training. Staff's recommendation to waive the
formal consultant selection process is based on The CENTRE's qualifications and
experience, consistency with the prior academies, and their above satisfactory work
performance on previous consultant assignments with the City The proposed
agreement with THE CENTRE is for the following work assignments:
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Item I
Meeting Date: August 22, 2006
Page 2 of 2
· Develop and present up to two, five-day Executive Leadership Academies each
year for middle managers, senior managers, and executive managers of the City of
Chula Vista to help prepare for succession planning and workforce development.
Conduct up to two Supervisor Academies for first line supervisors each year. The
scope of work for the Agreement (Exhibit A) includes:
· Meet with key senior and executive managers to determine needs, interest,
and issues;
· Tailor the Executive Leadership Academy and Supervisor's Academy to
the needs of the City of Chula Vista and managers;
· Tailor and facilitate planning sessions between the City Manager, Assistant
City Managers and the Human Resources Director or their designee;
· Provide a facilitator, presenter and/or coach for each of the training
modules, providing all materials.
FISCAL IMPACT:
Approval of this resolution will award a contract to The Centre for Organization
Effectiveness for supervisory, management, and executive leadership academies for
fiscal years 2007 and 2008 on an as needed basis. There is sufficient funding for a
Leadership Academy and a Supervisor's Academy in the fiscal year 2007 Human
Resources Department budget. The cost of each Leadership Academy is
approximately $38,000 and each Supervisor's Academy is approximately
$16,000.Funding for future leadership academies will come from departmental savings
and/or an additional appropriation requests.
Exhibits:
A. Agreement between City of Chula Vista and The Centre
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RESOLUTION NO 2006-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE FORMAL CONSULTANT
SELECTION PROCESS AND APPROVING AN AGREEMENT
WITH THE CENTRE FOR ORGANIZATION EFFECTIVENESS
FOR STAFF PROFESSIONAL DEVELOPMENT CONSULTANT
SERVICES AND AUTHORIZING THE MAYOR TO EXECUTE
SAID AGREEMENT
WHEREAS, staff seeks to enter into a second agreement this fiscal year with The Centre for
Organization Effectiveness ("The Centre") for professional staff development consultant services
(Exhibit A); and
WHEREAS, the proposed agreement with The Centre includes providing Management and
Executive Leadership academies for the City of Chula Vista; and
WHEREAS, the total consultant fee for the proposed agreement is $32,765 for the City's
Executive Leadership Academy; and
WHEREAS, staff recommends the waiving of the consultant selection process of Municipal
Code section 2.56.11 0 in light of The Centre's qualifications and experience, the limited market for
their expertise, and their satisfactory work performance on previous professional staff development
consultant assignments.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City ofChula Vista,
does hereby waive the formal consultant selection process and approve an agreement with The
Centre for Organization Effectiveness for staff professional development consultant services in an
amount not to exceed $32,765
BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista is hereby
authorized to execute said agreement on behalf of the City
Presented by'
Approved as to form by'
~~G\,,\\~\tk\;\
Ann Moore
City Attorney
Marcia Raskin
Director of Human Resources
J:\Attomey\RESO\AGREEMENTS\waiving consultant selection. Centre for Org. Effectiveness.doc
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THE ATTACHED AGREEJ\1ENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
~<1{*, ~\l\~\(J,"'\
Ann Moore
City Attorney
Dated: 8/16/06
Two-Party Agreement with The Centre for Organization
Effectiveness for Executive Leadership Academy
9-4
Parties and Recital Page(s)
Agreement between
City of Chula Vista
And
The Centre for Organization Effectiveness
For
Executive Leadership Academy
This agreement ("Agreement"), dated August 18, 2006 forthe purposes of reference
only, and effective as of the date last executed unless another date is otherwise specified in
Exhibit A, Paragraph 1 .is between the City-related entity as is indicated on Exhibit A,
paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3,
and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose
business form is set forth on Exhibit A, paragraph 5, and whose place of business and
telephone numbers are set forth on Exhibit A, paragraph 6 ("Consl:lltant"), and is made with
reference to the following facts:
Recitals
Whereas, the human resources of the City of Chula Vista are crucial to the overall
success and future of organization;
Whereas, one of the primary goals of the City is to ensure workforce and succession
planning, with respect to its human resources, and to train and assist in the professional
development of its staff;
Whereas, participation in professional and specialized executive and supervisory
level leadership academy middle, senior and executive level managers will result in the
likelihood of increased effectiveness of the entire organization,
Whereas, the Consultant possesses extensive training, expertise and experience in
developing and conducting the type of professional and specialized executive management
training sought by the City;
Whereas, the City is waiving the informal consultant selection process due to the
expertise of the consultant in developing staff through the supervisory and executive
leadership academy addressing issues such as leadership, strategic and systemic thinking,
communication, performance management, decision making and decisiveness, power and
politics, risk-taking and innovation, ethics and ethical decision-making, building a high
performing team, conflict management skills, and resilience and career management; and
Whereas, Consultant warrants and represents that they are experienced and staffed
in a manner such that they are and can prepare and deliver the services required of
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Consultant to City within the time frames herein provided all in accordance with the terms
and conditions of this Agreement;
NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby
mutually agree as follows:
1 Consultant's Duties
A. General Duties
Consultant shall perform all of the services described on the attached Exhibit A,
Paragraph 7, entitled "General Duties"; and,
B. Scope of Work and Schedule
In the process of performing and delivering said "General Duties", Consultant shall
also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of
Work and Schedule", not inconsistent with the General Duties, according to, and within the
time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are
identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of
the essence of this Agreement. The General Duties and the work and deliverables required
in the Scope of Work and Schedule shall be herein referred to as the "Defined Services"
Failure to complete the Defined Services by the times indicated does not, except at the
option of the City, operate to terminate this Agreement.
C Reductions in Scope of Work
City may independently, or upon request from Consultant, from time to time reduce
the Defined Services to be performed by the Consultant under this Agreement. Upon doing
so, City and Consultant agree to meet in good faith and confer for the purpose of
negotiating a corresponding reduction in the compensation associated with said reduction.
D Additional Services
In addition to performing the Defined Services herein set forth, City may require
Consultant to perform additional consulting services related to the Defined Services
("Additional Services"), and upon doing so in writing, if they are within the scope of services
offered by Consultant, Consultant shall perform same on a time and materials basis at the
rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate
fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid
monthly as billed.
E. Standard of Care
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Consultant, in performing any Services under this Agreement, whether Defined
Services or Additional Services, shall perform in a manner consistent with that level of care
and skill ordinarily exercised by members of the profession currently practicing under
similar conditions and in similar locations.
F. Minimum Limits of Insurance
Consultant must maintain limits no less than.
1 General Liability'
(Including operations,
products and completed
operations, as applicable.)
2. Automobile Liability'
3. Workers' Compensation
Employer's Liability'
$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability insurance with a
general aggregate limit is used, either the general aggregate limit
must apply separately to this project/location or the general
aggregate limit must be twice the required occurrence limit.
$1,000,000 per accident for bodily injury and property damage.
Statutory
$1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
4 Professional Liability or $1,000,000.00 each occurrence
Errors & Omissions Liability' $2,000,000 policy aggregate
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City At the
option of the City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or the
consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses
and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The general liability, automobile liability, and where appropriate, the worker's compensation policies
are to contain, or be endorsed to contain, the following provisions:
1 The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be
named as additional insureds with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of the consultant, where applicable, and, with
respect to liability arising out of work or operations performed by or on behalf of the
consultant's including providing materials, parts or equipment furnished in connection with
such work or operations. The general liability additional insured coverage must be provided
in the form of an endorsement to the consultant's insurance using ISO CG 2010 (11/85) or
its equivalent. Specifically, the endorsement must not exclude Products I Completed
Operations coverage.
2. ihe consultant's General Liability insurance coverage must be primary insurance as it
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pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees, or volunteers is
wholly separate from the insurance of the consultant and in no way relieves the consultant
from its responsibility to provide insurance.
3. Each insurance policy required by this clause must be endorsed to state that coverage will
not be canceled by either party, except after thirty (30) days' prior written notice to the City
by certified mail, return receipt requested.
Coverage shall not extend to any indemnity coverage for the active negligence of the additional
insured in any case where an agreement to indemnity the additional insured would be invalid
under Subdivision (b) of Section 2782 of the Civil Code.
Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required
poiicy providing coverage during the life of this contract.
If General Liability, Pollution andlor Asbestos Pollution Liability andlor Errors & Omissions coverage
are written on a claims-made form:
The 'Retro Date" must be shown, and must be before the date of the contract or the beginning
of the contract work.
1 Insurance must be maintained and evidence of insurance must be provided for
at least five (5) years after completion of the contract work.
2. If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form with a 'Retro Date' prior to the contract effective date, the
Consultant must purchase 'extended reporting" coverage for a minimum of five
(5) years after completion of contract work.
A copy of the claims reporting requirements must be submitted to the City for review
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current A.M. Best's rating of no less than A V If insurance is placed with a surplus
lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers
(LESLI) with a current A.M. Best's rating of no less than A X. Exception may be made for the State
Compensation Fund when not specifically rated.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting
coverage required by this clause. The endorsements should be on insurance industry forms,
provided those endorsements or policies conform to the contract requirements. All certificates and
endorsements are to be received and approved by the City before work commences. The City
reserves the right to require, at any time, complete, certified copies of all required insurance
policies, including endorsements evidencing the coverage required by these specifications.
Subcontractors
Consultants must include all sub-consultants as insureds under its policies or furnish
separate certificates and endorsements for each sub-consultant. All coverage for sub-
consultants are subject to all of the requirements included in these specifications.
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G. Proof of Insurance Coverage.
(1) Certificates of Insurance.
Consultant shall demonstrate proof of coverage herein required, prior to the
commencement of services required under this Agreement, by delivery of Certificates ot
Insurance demonstrating same, and further indicating that the policies may not be canceled
without at least thirty (30) days written notice to the Additional Insured.
(2) Policy Endorsements Required.
In orderto demonstrate the Additional Insured Coverage, Primary Coverage
and Cross-liability Coverage required under Consultant's Commercial General Liability
Insurance Policy, Consultant shall deliver a policy endorsement to the City demonstrating
same, which shall be reviewed and approved by the Risk Manager
H Security for Performance.
(1) Performance Bond.
In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant
to provide a Performance Bond (indicated by a check mark in the parenthetical space
immediately preceding the subparagraph entitled "Performance Bond"), then Consultant
shall provide to the City a performance bond in the form prescribed by the City and by such
sureties which are authorized to transact such business in the State of California, listed as
approved by the United States Department of Treasury Circular 570,
http.llwww fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue
bonds in the amount required by the Agreement, and which also satisfy the requirements
stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by
laws or regulations. All bonds signed by an agent must be accompanied by a certified copy
of such agent's authority to act. Surety companies must be duly licensed or authorized in
the jurisdiction in which the Project is located to issue bonds for the limits so required.
Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated
in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A.
(2) Letter of Credit.
In the event that ExhibitA, at Paragraph 19, indicates the need for Consultant
to provide a Letter of Credit (indicated by a check mark in the parenthetical space
immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall
provide to the City an irrevocable letter of credit callable by the City at their unfettered
discretion by submitting to the bank a letter, signed by the City Manager, stating that the
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Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued
by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney
which amount is indicated in the space adjacent to the term, "Letter of Credit", in said
Paragraph 19, Exhibit A.
(3) Other Security
In the event that Exhibit A, at Paragraph 19, indicates the need for Consultan~
to provide security other than a Performance Bond or a Letter of Credit (indicated by a
check mark in the parenthetical space immediately preceding the subparagraph entitled
"Other Security"), then Consultant shall provide to the City such other security therein listed
in a form and amount satisfactory to the Risk Manager or City Attorney
I. Business License
Consultant agrees to obtain a business license from the City and to otherwise
comply with Title 5 of the Chula Vista Municipal Code.
2. Duties of the City
A. Consultation and Cooperation
City shall regularly consult the Consultant for the purpose of reviewing the progress
of the Defined Services and Schedule therein contained, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall permit access to its
office facilities, files and records by Consultant throughout the term of the Agreement. In
addition thereto, City agrees to provide the information, data, items and materials set forth
on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of
these materials beyond 30 days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance of this Agreement.
B. Compensation
Upon receipt of a properly prepared billing from Consultant submitted to the City
periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than
monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall
compensate Consultant for all services rendered by Consultant according to the terms and
conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation
relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the
requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate
Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12.
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All billings submitted by Consultant shall contain sufficient information as to the
propriety of the billing to permit the City to evaluate that the amount due and payable
thereunder is proper, and shall specifically contain the City's account number indicated on
Exhibit A, Paragraph 18 (C) to be charged upon making such payment.
3. Administration of Contract
Each party designates the individuals ("Contract Administrators") indicated on.
Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said
party to represent them in the routine administration of this Agreement.
4 Term.
This Agreement shall terminate when the Parties have complied with all executory
provisions hereof
5 Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in
Exhibit A, Paragraph 14
It is acknowledged by both parties that time is of the essence in the completion of
this Agreement. It is difficult to estimate the amount of damages resulting from delay in
performance. The parties have used their judgment to arrive at a reasonable amount to
compensate for delay
Failure to complete the Defined Services within the allotted time period specified in
this Agreement shall result in the following penalty: For each consecutive calendar day in
excess of the time specified for the completion of the respective work assignment or
Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the
sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated
Damages Rate")
Time extensions for delays beyond the consultant's control, other than delays
caused by the City, shall be requested in writing to the City's Contract Administrator, or
designee, prior to the expiration of the specified time. Extensions oftime, when granted,
will be based upon the effect of delays to the work and will not be granted for delays to
minor portions of work unless it can be shown that such delays did or will delay the
progress of the work.
6. Financial Interests of Consultant
A. Consultant is Designated as an FPPC Filer
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If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer",
Consultant is deemed to be a "Consultant" for the purposes of the Political Refonm Act
conflict of interest and disclosure provisions, and shall report economic interests to the City
Clerk on the required Statement of Economic Interests in such reporting categories as are
specified in Paragraph 15 of Exhibit A, or if none are specified, then as detenmined by the
City Attorney
B. Decline to Participate.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall
not make, or participate in making or in any way attempt to use Consultant's position to
influence a governmental decision in which Consultant knows or has reason to know
Consultant has a financial interest other than the compensation promised by this
Agreement.
C Search to Determine Economic Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant
warrants and represents that Consultant has diligently conducted a search and inventory of
Consultant's economic interests, as the term is used in the regulations promulgated by the
Fair Political Practices Commission, and has detenmined that Consultant does not, to the
best of Consultant's knowledge, have an economic interest which would conflict with
Consultant's duties under this agreement.
D Promise Not to Acquire Conflicting Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant
further warrants and represents that Consultant will not acquire, obtain, or assume an
economic interest during the tenm of this Agreement which would constitute a conflict of
interest as prohibited by the Fair Political Practices Act.
E. Duty to Advise of Conflicting Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant
further warrants and represents that Consultant will immediately advise the City Attorney of
City if Consultant learns of an economic interest of Consultant's, which may result in a
conflict of interest for the purpose of the Fair Political Practices Act, and regulations
promulgated thereunder
F Specific Warranties Against Economic Interests.
Consultant warrants and represents that neither Consultant, nor Consultant's
immediate family members, nor Consultant's employees or agents ("Consultant
Associates") presently have any interest, directly or indirectly, whatsoever in any property
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which may be the subject matter of the Defined Services, or in any property within 2 radial
miles from the exterior boundaries of any property which may be the subject matter of the
Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15
Consultant further warrants and represents that no promise of future employment,
remuneration, consideration, gratuity or other reward or gain has been made to Consultant
or Consultant Associates in connection with Consultant's performance of this Agreement.
Consultant promises to advise City of any such promise that may be made during the Term,
of this Agreement, or for 12 months thereafter
Consultant agrees that Consultant Associates shall not acquire any such Prohibited
Interest within the Term of this Agreement, or for 12 months after the expiration of this
Agreement, except with the written permission of City
Consultant may not conduct or solicit any business for any party to this Agreement,
or for any third party, which may be in conflict with Consultant's responsibilities under this
Agreement, except with the written permission of City
7. Hold Harmless
Consultant shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employees, from and against all claims for damages, liability, cost
and expense (including without limitation attorneys fees) arising out of or alleged by third
parties to be the result of the negligent acts, errors or omissions or the willful misconduct of
the Consultant, and Consultant's employees, subcontractors or other persons, agencies or
firms for whom Consultant is legally responsible in connection with the execution of the
work covered by this Agreement, except only for those claims, damages, liability, costs and
expenses (including without limitations, attorneys fees) arising from the sole negligence or
sole willful misconduct of the City, its officers, employees. Also covered is liability arising
from, connected with, caused by or claimed to be caused by the active or passive negligent
acts or omissions of the City, its agents, officers, or employees which may be in
combination with the active or passive negligent acts or omissions of the Consultant, its
employees, agents or officers, or any third party
With respect to losses arising from Consultant's professional errors or omiSSions,
Consultant shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employees, from and against all claims for damages, liability, cost
and expense (including without limitation attorneys fees) except for those claims arising
from the negligence or willful misconduct of City, its officers or employees.
Consultant's indemnification shall include any and all costs, expenses, attorneys fees and
liability incurred by the City, its officers, agents or employees in defending against such
claims, whether the same proceed to judgment or not. Consultant's obligations under this
Section shall not be limited by any prior or subsequent declaration by the Consultant.
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Consultant's obligations under this Section shall survive the terminationofthis Agreement.
8 Termination of Agreement for Cause
If, through any cause, Consultant shall fail to fulfill in a timely and proper manner
Consultant's obligations under this Agreement, or if Consultant shall violate any of the
covenants, agreements or stipulations of this Agreement, City shall have the right to
terminate this Agreement by giving written notice to Consultant of such termination and,
specifying the effective date thereof at least five (5) days before the effective date of such
termination, In that event, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Consultant shall, at the option of
the City, become the property of the City, and Consultant shall be entitled to receive just
and equitable compensation for any work satisfactorily completed on such documents and
other materials up to the effective date of Notice of Termination, not to exceed the amounts
payable hereunder, and less any damages caused City by Consl;Jltant's breach,
g, Errors and Omissions
In the event that the City Administrator determines that the Consultants' negligence,
errors, or omissions in the performance of work under this Agreement has resulted in
expense to City greater than would have resulted if there were no such negligence, errors,
omissions, Consultant shall reimburse City for any additional expenses incurred by the City
Nothing herein is intended to limit City's rights under other provisions of this agreement.
10 Termination of Agreement for Convenience of City
City may terminate this Agreement at any time and for any reason, by giving specific
written notice to Consultant of such termination and specifying the effective date thereof, at
least thirty (30) days before the effective date of such termination. In that event, all finished
and unfinished documents and other materials described hereinabove shall, at the option of
the City, become City's sole and exclusive property If the Agreement is terminated by City
as provided in this paragraph, Consultant shall be entitled to receive just and equitable
compensation for any satisfactory work completed on such documents and other materials
to the effective date of such termination. Consultant hereby expressly waives any and all
claims for damages or compensation arising under this Agreement except as set forth
herein.
11 Assignability
The services of Consultant are personal to the City, and Consultant shall not assign
any interest in this Agreement, and shall not transfer any interest in the same (whether by
assignment or novation), without prior written consent of City City hereby consents to the
assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to
the subconsultants identified thereat as "Permitted Subconsultants"
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12. Ownership, Publication, Reproduction and Use of Material
All reports, studies, information, data, statistics, forms, designs, plans, procedures,
systems and any other materials or properties produced under this Agreement shall be the
sole and exclusive property of City No such materials or properties produced in whole or
in part under this Agreement shall be subject to private use, copyrights or patent rights by
Consultant in the United States or in any other country without the express written consent,
of City City shall have unrestricted authority to publish, disclose (except as may be limited
by the provisions of the Public Records Act), distribute, and otherwise use, copyright or
patent, in whole or in part, any such reports, studies, data, statistics, forms or other
materials or properties produced under this Agreement.
13. Independent Consultant
City is interested only in the results obtained and Consultant shall perform as an
independent consultant with sole control of the manner and means of performing the
services required under this Agreement. City maintains the right only to reject or accept
Consultant's work products. Consultant and any ofthe Consultant's agents, employees or
representatives are, for all purposes under this Agreement, an independent consultant and
shall not be deemed to be an employee of City, and none of them shall be entitled to any
benefits to which City employees are entitled including but not limited to, overtime,
retirement benefits, worker's compensation benefits, injury leave or other leave benefits.
Therefore, City will not withhold state or federal income tax, social security tax or any other
payroll tax, and Consultant shall be solely responsible for the payment of same and shall
hold the City harmless with regard thereto.
14 Administrative Claims Requirements and Procedures
No suit or arbitration shall be brought arising out of this agreement, against the City
unless a claim has first been presented in writing arid filed with the City and acted upon by
the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista
Municipal Code, as same may from time to time be amended, the provisions of which are
incorporated by this reference as iffully set forth herein, and such policies and procedures
used by the City in the implementation of same.
Upon request by City, Consultant shall meet and confer in good faith with City for the
purpose of resolving any dispute over the terms of this Agreement.
15 Attorney's Fees
Should a dispute arising out of this Agreement result in litigation, it is agreed that the
prevailing party shall be entitled to a judgment against the other for an amount equal to
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reasonable attorney's fees and court costs incurred. The "prevailing party" shall be
deemed to be the party who is awarded substantially the relief sought.
16 Statement of Costs
In the event that Consultant prepares a report or document, or participates in the
preparation of a report or document in performing the Defined Services, Consultant shall
include, or cause the inclusion of, in said report or document, a statement of the numbers.
and cost in dollar amounts of all contracts and subcontracts relating to the preparation of
the report or document.
17 Miscellaneous
A. Consultant not authorized to Represent City
Unless specifically authorized in writing by City, Consultant shall have no authority to
act as City's agent to bind City to any contractual agreements whatsoever.
B Consultant is Real Estate Broker and/or Salesman
If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their
principals is/are licensed with the State of California or some other state as a licensed real
estate broker or salesperson. Otherwise, Consultant represents that neither Consultant,
nor their principals are licensed real estate brokers or salespersons.
C Notices
All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in writing. All notices, demands and requests to be sent to any
party shall be deemed to have been properly given or served if personally served or
deposited in the United States mail, addressed to such party, postage prepaid, registered
or certified, with return receipt requested, at the addresses identified herein as the places of
business for each of the designated parties.
D Entire Agreement
This Agreement, together with any other written document referred to or
contemplated herein, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof Neither this Agreement nor any provision hereof may
be amended, modified, waived or discharged except by an instrument in writing executed
by the party against which enforcement of such amendment, waiver or discharge is sought.
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E. Capacity of Parties
Each signatory and party hereto hereby warrants and represents to the other party
that it has legal authority and capacity and direction from its principal to enter into this
Agreement, and that all resolutions or other actions have been taken so as to enable it to
enter into this Agreement.
F Governing LawNenue
This Agreement shall be governed by and construed in accordance with the laws of
the State of California. Any action arising under or relating to this Agreement shall be
brought only in the federal or state courts located in San Diego County, State of California,
and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this
Agreement, and performance hereunder, shall be the City of Chula Vista.
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1218/17 '1216
13:56
THE CENTRE ~ 916194762348
NO.01S I;102
Signature Page
Agreement between
City of Chula Vista
and
The Centre for Organization Effectiveness
For
Management Academy and Consulting Services
IN WITNESS WHEREOF, City and Consultant have executed this Agreement
thereby indicating that they have read and understood same, and indicate their full and
complete consent to its terms:
Dated:
City of Chula Vista
Attest:
by:
John Coggins, Purchasing Agent
Susan Bigelow. City Clerk
Approved as to form:
Ann Moore, City Attomey
Dated:
The Centre for Organization Effectiveness
BY~_~
Tru y J. So .0.
Co-Executive Director
Exhibit List to Agreement
(X) Exhibit A.
"';>s<> 14
9-18
Exhibit A
Agreement
between
City of Chula Vista
and
The Centre for Organization Effectiveness
1 Effective Date of Agreement: August 22, 2006
2. City-Related Entity.
(X) City of Chula Vista, a municipal chartered corporation of the State of
California
3. Place of Business for City:
City of Chula Vista,
276 Fourth Avenue,
Chula Vista, CA 91910
4 Consultant: The Centre for Organization Effectiveness
5 Business Form of Consultant:
( ) Sole Proprietorship
( ) Partnership
( ) Corporation
(X) California Joint Powers Authority
6 Place of Business, Telephone and Fax Number of Consultant:
World Trade Center
1250 Sixth Avenue, Suite 150
San Diego, California 92101
Voice Phone (619) 685-1340
Fax Phone (619) 685-1342
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7 General Duties:
1) Develop and present a five-day Executive Leadership Academy for mid
managers, senior managers, and executive managers of the City of Chula
Vista to help prepare for succession planning and workforce
development.
2) Develop and present a four-day Supervisor's Academy for supervisors.
and managers to insure consistent policy and process implementation
and insure risk avoidance in personnel actions.
8 Scope of Work and Schedule.
A. Detailed Scope of Work:
The Centre for Organization Effectiveness ("The Centre") shall, as an independent
consultant, perform technical and temporary services as a professional expert as follows.
1) The Centre shall develop and conduct an executive leadership
academy consisting of five (5) separate eight (8) hour training
modules ("Executive Leadership Academy"), nqt to exceed more than
five (5) weeks.
2) Prior to conducting the Executive Leadership Academy, The Centre
shall meet with key senior and executive managers to help determine
the needs, interests, and issues confronting the City as it prepares for
the future.
3) The Centre shall specifically tailor the Executive Leadership Academy
to the City of Chula Vista and its managers who undertake the
Executive Leadership Academy The City Manager, Assistant City
Managers and Director of Human Resources or designee has the right
of final approval with respect to the topics to be covered by and the
content of the Executive Leadership Academy
4) The Centre shall specifically tailor and facilitate planning sessions
between the Human Resources Director or designee and Assistant
City Managers. The Assistant City Manager/Director of Human
Resources or designee has the right of final approval with respect to
the topics to be covered by and the content of the planning sessions.
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5) The Centre shall provide a facilitator, presenter and/or coach for each
of the five training modules forming the Executive Leadership
Academy and planning sessions and shall provide all materials,
including but not limited to, assessment instruments, necessary to
maximize the effectiveness of the Executive Leadership Academy
6) The Centre shall develop and conduct a four-day supervisory
academy consisting of five (5) separate eight (8) hour training
modules ("Supervisor's Academy"), not to exceed more than five (5)
weeks.
7) Prior to conducting the Supervisor's Academy, the Centre shall meet
with key senior and executive managers to help determine the needs,
interests, and issues confronting the City as it prepares for the future.
8) The Centre shall specifically tailor the Supervisor's Academy to the
City of Chula Vista and its managers who undertake the Supervisor's
Academy The Acting City Manager, Assistant City Managers and
Director of Human Resources or designee has the right of final
approval with respect to the topics to be covered by ad the content of
the Supervisor's Academy
B. Date for Commencement of Consultant Services:
(x) Same as Effective Date of Agreement
( ) Other"
C Dates or Time Limits for Delivery of Deliverables:
Deliverable No 1 October 18, 2006
Deliverable NO.2: November 14, 2006
o Date for completion of all Consultant services:
On-QoinQ
9 Materials Required to be Supplied by City to Consultant:
1 The City shall provide a projector, laptop and computer, as needed.
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2. The City shall handle the logistics for arranging a site at which to conduct the
Executive Leadership Academy and the Supervisory Academy, and thereafter
shalf pay for all costs incurred in connection with conducting the Executive
Leadership Academy and the Supervisor's Academy, including meeting
room(s), morning and afternoon refreshment breaks, and lunch. The site
selected by the City will be the Chula Vista Police Department Community and
Training rooms and the Nature Center Auditorium.
10 Compensation:
A. () Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City
shalf pay a single fixed fee in the amounts and at the times or milestones or for the
Deliverables set forth below'
Single Fixed Fee Amount:
. payable as folfows:
Milestone or Event or Deliverable Amount or Percent of Fixed Fee
() 1. Interim Monthly Advances. The City shall make interim monthly
advances against the compensation due for each phase on a
percentage of completion basis for each given phase such that, at the
end of each phase only the compensation for that phase has been
paid. Any payments made hereunder shall be considered as interest
free loans which must be returned to the City if the Phase is not
satisfactorily completed. If the Phase is satisfactorily completed, the
City shalf receive credit against the compensation due for that phase.
The retention amount or percentage set forth in Paragraph 19 is to be
applied to each interim payment such that, at the end of the phase,
the fulf retention has been held back from the compensation due for
that phase. Percentage of completion of a phase shalf be assessed in
the sole and unfettered discretion by the Contracts Administrator
designated herein by the City, or such other person as the City
Manager shalf designate, but only upon such proof demanded by the
City that has been provided, but in no event shall such interim
advance payment be made unless the Consultant shall have
represented in writing that said percentage of completion ofthe phase
has been performed by the Consultant. The practice of making
interim monthly advances shalf not convert this agreement to a time
and materials basis of payment.
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B. (x) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant
as are separately identified below, City shall pay the fixed fee associated with each phase
of Services, in the amounts and at the times or milestones or Deliverables set forth.
Consultant shall not commence Services under any Phase, and shall not be entitled to the
compensation for a Phase, unless City shall have issued a notice to proceed to Consultant
as to said Phase.
Phase
Fee for Said Phase
1 Executive Leadership Academy
$ 32,160 Academy II
$ 16,000 Academy III
2. Supervisor's Academy
() 1 Interim Monthly Advances. The City shall make interim monthly
advances against the compensation due for each phase on a
percentage of completion basis for each given phase such that, at the
end of each phase only the compensation for that phase has been
paid. Any payments made hereunder shall be considered as interest
free loans which must be returned to the City if the Phase is not
satisfactorily completed. If the Phase is satisfactorily completed, the
City shall receive credit against the compensation due for that phase.
The retention amount or percentage set forth in Paragraph 19 is to be
applied to each interim payment such that, at the end of the phase,
the full retention has been held back from the compensation due for
that phase. Percentage of completion of a phase shall be assessed in
the sole and unfettered discretion by the Contracts Administrator
designated herein by the City, or such other person as the City
Manager shall designate, but only upon such proof demanded by the
City that has been provided, but in no event shall such interim
advance payment be made unless the Consultant shall have
represented in writing that said percentage of completion of the phase
has been performed by the Consultant. The practice of making
interim monthly advances shall not convert this agreement to a time
and materials basis of payment.
C () Hourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall
pay Consultant for the productive hours oftime spent by Consultant in the performance of
said Services, at the rates or amounts set forth in the Rate Schedule hereinbelow
according to the following terms and conditions.
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(1) () Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials
in excess of said Maximum Compensation amount, Consultant agrees that
Consultant will perform all of the Defined Services herein required of
Consultant for including all Materials. and other
"reimbursables" ("Maximum Compensation").
(2) () Limitation without Further Authorization on Time and Materials
Arrangement
At such time as Consultant shall have incurred time and materials
equal to ("Authorization Limit"), Consultant shall not be
entitled to any additional compensation without further authorization issued in
writing and approved by the City Nothing herein shall preclude Consultant
from providing additional Services at Consultant's own cost and expense.
Rate Schedule
Category of Consultant's
Employee
Name
Hourly
Rate
() Hourly rates may increase by 6% for services rendered after [month].
2005, if delay in providing services is caused by City
11 Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of
services herein required. City shall pay Consultant at the rates or amounts set forth below'
(x) None, the compensation includes all costs.
Cost or Rate
() Reports, not to exceed $
() Copies, not to exceed $
() Travel, not to exceed $
() Printing, not to exceed $
() Postage, not to exceed $
Page 20
9-24
() Delivery, not to exceed $
() Long Distance Telephone Charges,
not to exceed $
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
12. Contract Administrators:
City' Marcia Raskin, Department Director
City of Chula Vista
Human Resources Department
Consultant: Trudy J Sopp, Co-Executive Director
The Centre for Organization Effectiveness
13. Liquidated Damages Rate:
( ) $ per day
( ) Other'
14 Statement of Economic Interests, Consultant Reporting Categories, per Conflict of
Interest Code:
( X) Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
() Category NO.1 Investments and sources of income.
() Category NO.2. Interests in real property
() Category No 3. Investments, interest in real property and sources of
income subject to the regulatory, permit or licensing authority of the
department.
() Category NO.4 Investments in business entities and sources of
income which engage in land development, construction or the
acquisition or sale of real property
() Category No 5 Investments in business entities and sources of
income of the type which, within the past two years, have contracted
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with the City of Chula Vista (Redevelopment Agency) to provide
services, supplies, materials, machinery or equipment.
() Category No. 6 Investments in business entities and sources of
income of the type which, within the past two years, have contracted
with the designated employee's department to provide services,
supplies, materials, machinery or equipment.
( ) Category No 7 Business positions.
( ) List "Consultant Associates" interests in real property within 2 radial miles of
Project Property, if any'
15 () Consultant is Real Estate Broker and/or Salesman
16 Permitted Subconsultants:
_Keren Stashower
_Mark Slater
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
( ) Monthly
( ) Quarterly
(X ) Other' Upon completion of each of the Academy
B Day of the Period for submission of Consultant's Billing
( ) First of the Month
( ) 15th Day of each Month
( ) End of the Month
( ) Other'
C City's Account Number' See attached spreadsheet
18. Security for Performance
( ) Performance Bond, $
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( ) Letter of Credit, $
( ) Other Security.
Type.
Amount: $
(x) Retention. If this space is checked, then notwithstanding other provisions to
the contrary requiring the payment of compensation to the Consultant
sooner, the City shall be entitled to retain, at their option, either the following
"Retention Percentage" or "Retention Amount" until the City determines that,
the Retention Release Event, listed below, has occurred'
(x) Retention Percentage 10%
( ) Retention Amount: $
Retention Release Event:
(x) Completion of All Consultant Services
( ) Other'
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