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HomeMy WebLinkAboutManagement PartnersAGREEMENT THIS AGREEMENT is made and entered into on the 3rd day of October, 2016 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Management Partners (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Management Partners shall provide services as outlined in Exhibit "A." 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR as described in Exhibit "A" 3. TERMS. The services and/or materials furnished under this Agreement shall commence during the month of October 2016 and shall be completed by April, 2017 unless terminated pursuant to Section 5(0 or otherwise agreed upon pursuant to section 4e. 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed six thousand, seven hundred and fifty dollars ($6,750.00) within thirty-five (35) days following completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods except for IRS standard business mileage rate in effect at time of service delivery to Town Hall. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. milinininininininimili S. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined $1,000,000.00 per occurrence including commercial form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives," iv. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds to the general and auto liability policies. v. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills - Contracts 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. ffV-N..Q. Send all invoices to the contract coordinator At the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: Carl Cahill City Manager Town of Los Altos Hills 26379 Fremont Road Los AltosH611s I * CA 94022 ccahill@losaltoshills.ca.gov Town of Los Altos Hills By: Signature Date G mld-.F,...Ne---w-farmer,.,,.President an CEO Print name, Title TOWN OF LOS ALTOS HILLS, -aft I By: C-4 Carl Cahill, Cit .y Manager Date at Mamel i tia.. gc:l 1 1, P a t 11#1 e -oft r s Mr. Carl Cahill. Towyn Manager Town of Los Altos Hills 26379 Fremont Road Los AltosIfills, �CA .94022 Dear Mr Cahill: September 22, 2016 Thank you for the opportunity to submit a proposal to provide executive coaching for Planning Dire'cto'r'8uza*n'ne Avila. We understand the- -va'lue: of p*r6v'1cLi g'in coachingsio as stt executives and we are pleasedt o ' be' able to * 'be of service. First, we'd like to remind you about Management Partners. We are a professional'management consultingfirm sp 6cializmm g helping local government vernment leadel rs. The firm is comprised of ' former city- and countymanagers and oth e*r professionals providing expertise in specialty 'areas ofpublic wo-rks,*,public :safety, finance, de'vel'o-pm'en''tl'and hun,i'a''n'resources. r consultants carry out a full range of projects for local government leaders, including strategic planning and goal setting, teambuilding, organization reviews, feasibility studies, performance. evaluations, project management,, executive coaching, performance management and development process reviews. We have a tTack reco'r-( o qua ty service to numerous local governments throughout the United Statesa: Each assignment we undertake receives careful, professional attention and we take pride in the quality of our work. Our Approach and:=Team Member We will work colldboratively with I you and the department head to be coached to outline the expectations of the coaching engagement and create a coaching work plan. The plan will contain goals for the department head and a schedule of coaching and follow up withyou. I Our executive coaching sessions are interactive and engaging. We will start by conducting in- depth interviews with the Planning Director and then utilize a self-assessment instrument to gauge initial feedback on skills and abilities. This information is then used to create an individualized executive coaching work plan to guide the Planning Director toward future professional development. The consultant who will provide assistance to you is Dan Marks, Special Advisor. Dan has more than 25 years of experience as a local -government planner, including 15 years as a community development director and planning director. Dan has managed both large and 1730 MADISON ROAD 0 CINCINNATI, OH 45206 * 513 8615400 * FAX 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET., SUITE 470 9 SAN JOSE, CALIFORNIA 95131 0 408 437 5400 0 FAx 408 453 6191 3152 RED HILL AVENUE, SUITE 210 * COSTA MESA, CALIFORNIA 92626 e 949 2221082 * FAX 408 453 6191 Mr. Carl Cahill Page 2 small community development departments., including the City of Berkeley with a staff of over 60 people, and the City of Benicia with a staff of 7. In all of the cities where Dan has been a manager, he has been a mentor to staff and managers, providing guidance, leadership* and training. As a department head, Dan took divisions and departments in crisis and created stable strong teams,, streamlined development processes, and. significantly improved the relationship of the department to the community and, to building and design professionals. As a special advisor within Managing Partners, Dan has helped departments throughou t the state, to improve internal relations within and between departments mvolved in the development review process. . His most recent executive coaching assignment was for the. Planning Director with the City of Santa Cruz. Dan received his master's degree in cityplanningfrom the Unive r-sity of California at Berkeley. He has been a member of the American Institute of Certified Planners (AICP) since 1984., This engagement will be billed on an. hourly rate. basis. We will bill the actual time worked by our coaching consultant at a rate of $190 per hour, plus c'r mileage. 'It is .estimated this_ engagement will take. approximately 35 hours with. a maximum cost of $6,75.0,. including expenses. Conclusion We look forward to continuing our work with the Town of Los Altos Hills. Please feel free to contact either Senior Manager Daren Fields (510-409-9104) or me if you have any questions. Sincerely, Andrew S. Belknap Regional Vice President. Accepted for, the Town of Los Altos Hills by: Name: Title: Date: