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HomeMy WebLinkAboutBovo-Tighe, LLCAGREEMENT THIS AGREEMENT is made and entered into on the 5th day of November, 2021 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Bovo-Tighe, LLC (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: Los Altos Hills Staff Organizational Assessment 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated November 4, 2021 3. TERMS. The services and/or materials furnished under _this -Agreement- shalt commence November 8, 2021 and shall be completed by January 14, 2022, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed twenty-three thousand five hundred dollars and no cents ($23,500.00) within thirty (30) days following receipt of invoice and 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. 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. Town of Los Altos Hills Page 1 of 4 Short form Updated 4/23/10 5. 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: i. WORKERS COMPENSATION INSURANCE: Minimum statutory -- units. --- - -- ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive 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. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. 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." vi. 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. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short form Updated 4/23/10 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 - on y -e amen- e - y a written-instrumefft 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. Town of Los Altos Hills Page 3 of 4 Short form Updated 4/23/10 .h. ENTIRE,AGRE-EMENT.' This Agreement represents the,' entire agreement' between the Parties. Apy ambiguities or disputed terms between this Agreement and any attached -Exhibits shall be :interpreted according to the langua' a in this -- Agreement and not the Exhibits. 6. INVOICING. Send ail invoices to the contract coordinator at the,addresss below.: . . This Agreement shall become effedtive 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: Sadna Revillar Administrative Services. Director Town of Los Altos Hills 25379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Shod form Updated 4123110 CONTRACTOR- By: U-4 —4–fd1v I �6'� Signature ate Print name, Title TOWN L HILLS: � v By: Peter Pirenjad; y Manager Date Page 4 of 4 EXHIBIT A To: Peter Pirnejad From: Brooke Bovo Date: November 4, 2021 Subject: Scope for Town of Los Altos Hills Staff Organizational Assessment Dear Peter, Thank you for the opportunity to help you with your implementation of a Staff Organizational Assessment for the Town of Los Altos Hills, CA. We believe this assessment can help grow performance within the Town of Los Altos Hills as well as create another differentiator for the town as it grows. Following is a summary of our --scoping- discussion: Objectives: • Clarify and confirm the shared values that will be promoted within the staff. • Based upon an organizational assessment, implement foundational operating system elements for a high-performance culture based on the Town of Los Altos Hills values. The Process: Prework — Gathering information about the current state Los Altos Hills will provide organization charts, key leadership contacts, and a working understanding of the known challenges and opportunities for the site. Each staff member will complete an on-line individual assessment — The assessment contains three sections that will take about 40 minutes to complete. It measures communication preferences, internal motivators, and other capabilities. When each assessment is completed, a Bovo-Tighe representative will schedule a telephone debrief with each staff member to go over their report, to gain further perspective on current performance and opportunities. Contact on-site leadership — Telephone discussion to set the assessment parameters. Engage on-site leadership with an understanding of the overall process and how it will work for their benefit. BT will provide an editable introduction to the Staff Organization Assessment - BT will provide a template and help the onsite Leadership Team develop an invitation email for employees. Assessment launch and data acquisition - The employees will have approximately 2 weeks to complete the survey. Throughout that time, BT will report back to the on-site leadership about levels of participation. We will +1 707-751-0270 Client Confidential www.bovo-tighe.com November 2021 Scope for Town of Los Altos Hills Staff Organizational Assessment Page 2 end the survey upon mutual agreement. Analysis and reporting of the results - BT will analyze the data, create a report covering key themes and important observations as well as potential actions. The results will consist of a report for Los Altos Hills showing the overall results, along with key observations about important areas for focus. We will also produce a report for the staff employees which will include the same information but may be briefer. Formal reporting to the Town of Los Altos Hills leadership - BT will meet with the Leadership Team to go over the results and potential responses. We will mutually decide upon the communication and potential actions to review with staff. Off-site senior leadership discussion and action planning - _- 0n_Friday,_De-cemb-er_1_0, 202.1,__B_T_will_meet with _the -Senior Leadership -Team -to go ---------- over the results and identify actions. Review results with Staff— Shortly after the December 10th Senior Leadership Team meeting, Bovo-Tighe will assist the Senior Leaders in holding an on-line staff meeting to go over findings and resulting action plans. Investment: The entire process described above, including the Los Altos .Hills leadership meetings, individual staff assessments and telephone debriefs, analysis of the data, telephone interviews, creation of the report for the senior leaders, report out meeting with the on- site Leadership Team, and the incidental discussions around these key parts of the process will be completed for an amount not to exceed $20,500.00 plus expenses, which we anticipate being less than $3000. This investment also includes online follow-up meetings with the Los Altos Hills leadership team to develop the next steps for the city. No expenses will be incurred without prior authorization by Los Altos Hills leadership. This investment reflects a non-profit client discount of $2,400.00. This process is very flexible, and we will work together with you to make it simple and highly time efficient Thank you for the opportunity to help you with this important project, Brooke Brooke Bovo Bovo-Tighe, LLC BrookegBovo-Ti he.com Mobile 925-698-3549 Bovo A Tighe +1 707-751-0270 Client Confidential www.bovo-tighe.com