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HomeMy WebLinkAboutDr. Frank BenestAGREEMENT THIS AGREEMENT is made and entered into on the a,2, day of May, 2022 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Dr. Frank Benest (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: Promoting a Past -Pandemic Cultural Reset for the Town 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated May 2022 3. TERMS. The services and/or materials furnished under this Agreement shall commence June 1, 2022 and shall be completed by February 28, 2023, 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 ten thousand dollars and no cents ($10,000.00) 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 5 Short form Updated 4/26/22 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: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. 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. 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 Page 2 of 5 Short form Updated 4/26/22 Town of Los Altos Hills 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. 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 Town of Los Altos Hills Page 3 of 5 Short form Updated 4/26/22 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates [insert applicable staff title] and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. 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. INVOICING. 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: CONTRACTOR: Sarina Revillar Administrative Services Director Town of Los Altos Hills By: quvi4 F&w4r May 11, 2022 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 Frank Benest, Sole Proprietor TOWN OF S T S HILLS: a By: Peter Pirnejad, y Manager Date Town of Los Altos Hills Page 4 of 5 Short form Updated 4/26/22 Dr. Frank Benest frank(aD,frankbenest.com Town of Los Altos Hills --Promoting a Post -Pandemic Cultural Reset for Town Organization -- Goals The goals of this effort led by the Town Manager and Executive Leadership Team (ELT) include: ✓ Help the ELT and larger management group identify a process of engaging all Town employees in assessing everyone's pandemic experience and their needs and expectations going forward ✓ Conduct a series of conversations on how to enhance the Town's Employee Value Proposition and retain talent ✓ Develop action plan to reset organizational culture Work Activities for Frank Benest In terms of my work activities, I will provide the following: 1. Frank presents research and facilitates two half-day sessions with the ELT and larger management group to generate a conversation about the future of work/workplace/workforce and a plan of action 2. ELT members conduct a series of one-to-one conversations with their direct reports and identify themes within the department and across the organization (Frank suggests questions to generate the one-to-one conversations) 3. Frank meets with the ELT and larger management group to review the themes from the employee conversations and how to respond 4. Frank provides feedback on plans for relaunch session with all Town employees with ELT members presenting themes from one-to-one conversations; recent or recommended changes to scheduling, staffing, telework, as well as emphasis on equity and fairness; and generating further comments from employees 5. Frank facilitates check-in session with ELT and larger management group 4-6 months after relaunch to assess progress and make adjustments Professional Fee My professional fee includes: ■ Prep meeting with Town Manager and one or two ELT members to review proposed agenda for first meeting (no charge) ■ Prep meeting with Town Manager to review proposed agenda for second meeting (no charge) ■ Two sessions with ELT and larger management group (2 sessions x $2,500= $5,000) ■ Recommended process and suggested questions for one-to-one conversations (no charge) ■ Prep meeting with Town Manager and one or two ELT members to review themes from one-to-one conversations and possible follow-up (no charge) ■ Meeting with ELT and larger management group to review themes and decide on how to respond (1 session x $2,500= $2.500) ■ Check-in follow-up session with ELT and larger management group 4-6 months after relaunch (1 session x $2,500= $2,500) TOTAL $10,000 (all-inclusive fee includes prep, materials, instruction and facilitation) Contact Information Dr. Frank Benest PO Box 1146 Palo Alto, CA,94302 frank@frankbenest.com 650 444-6261