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Home My WebLink AboutFrank Benest (3)AGREEMENT THIS AGREEMENT is made and entered into on the 18th day of September, 2023 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: Conduct Development Conversations with Management Staff 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated September 14, 2023 3. TERMS. The services and/or materials furnished under this Agreement shall commence 09/18/23 and shall be completed by 06/30/24, 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 five thousand three hundred dollars and zero cents ($5,300.00), 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 3 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. 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. c. 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. d. 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. e. 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. 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 Town of Los Altos Hills Page 2 of 3 Short form Updated 4/26/22 course of business and willnot 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 retainsthe right to use any project ,records, documents and materials for marketing of their professional services, g. CONTRACT ADMINISTRATION. The TOWN hereby designates the Assistant to the City Manager 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. 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. JNYQI�qM. 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,, Peter Pimejad City Manager Town of Los Altos Hills By: 26379 Fremont Road Los Altos Hills, CA 94022 TOWN OF LOS ALTOS HILLS: -aLeLYJhW-'q-dSep 18, 2023 BY: FeterPirneJad (Sep 18,20237TOWF� Peter Pirnejad, City Manager Date Town of Los Altos Mills Page 3 of 3 Short form Updated 4/26/22 Dr. Frank Benest frank@,frankbenest.com Proposal To Train All Supervisors and Managers in Town of Los Altos Hills To Conduct Development Conversations 2023-24 Professional Services Offered by Dr. Frank Benest 1. Conduct scoping meeting with City Manager and staff to identify schedule; content, logistics, and outcomes for initial training workshop and feedback session—one hour x $300=$300 2. Conduct prep meeting with staff in advance of initial training workshop —No charge 3. Conduct initial three-hour training workshop for all Town supervisors and managers who have direct reports (includes demonstration of development conversation and practice round) --$3,000 (includes all prep, materials, facilitation, and follow-up) 4. Conduct prep meeting with staff in advance of feedback session—No charge 5. Conduct (after the initial development conversations and the follow-up development conversations) a two-hour feedback session with all the supervisors and managers so they learn from each other and identify best practices --$2,000 (includes all prep, materials, facilitation, and follow-up) 6. Provide any trouble -shooting advice for managers having difficulties in conducting their development conversations—No charge TOTAL $5,300 Contact Information Dr. Frank Benest PO Box 1146 Palo Alto, CA 94302 frank@frankbenest.com (650) 444-6261 Frank Benest Agreement Development n 2t Conversations Final Audit Report Created: 2023-09-18 By: Cody-Einfalt (ceinfalt@losaltoshillsca.gov) Status: Signed 2023-09-19 "Frank Benest Agreement - Development Conversations" History Document created by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) 2023-09-18 - 5:35:39 PM GMT P* Document emailed to ppirnejad@losaltoshills.ca.gov for signature 2023-09-18 - 5:36:07 PM GMT L) Email viewed by ppirnejad@losaltoshills.ca.gov 2023-09-19 - 0:30:09 AM GMT Signer ppirnejad@losaltoshills.ca.gov entered name at signing as Peter Pirnejad 2023-09-19 - 0:30:53 AM GMT 616 Document e -signed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) Signature Date: 2023-09-19 - 0:30:55 AM GMT - Time Source: server Agreement completed. 2023-09-19 - 0:30:55 AM GMT Adobe Acrobat Sign