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HomeMy WebLinkAboutWOLF MANAGEMENT CONSULTANTS, INC. 1-2007 , INSURAtlCE ON FILE WOl\K IA~Y pROCEED UNTIL \NSUR~NCE EXPIRES ,?_I!- 07 ~~COOO~7~ CONSULTANT AGREEMENT 1l1(lE:4-'W- :;') 0: CAO (:2.)(.1;, ~lSnAGREEMENT made and entered into this 31 ,t day of May, 2007 by and between Wolf Management Consultants, Inc., (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under Constitution and laws of the State of California (Tity"). N-2007 -068 RECITALS A. City desires to retain a consultant having special skill and knowledge in organizational development and teambuilding to provide meeting facilitation to increase motivation, morale and productivity services for the City Attorney's Office. B. Consultant represents that Consultant is able and willing to provide such services to City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall meeting facilitation services to assist the City Attorney's office in tearnbuilding, as set forth in Exhibit A to this Agreement. Said services shall be provided by Mr. JetTWolf. 2. COMPENSATION a City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges set forth in Exhibit A. The total sum to be expended under this Agreement shall not exceed $10,000.00 during the term of this Agreement. b. Payment by City shall be made as follows: I. $4,000.00 payment shall be made upon execution of this Agreement. 2. $4,000.00 payment on July 5, 2007. 3. TERM This Agreement shall commence on the date first written above and terminate on June 3D. 2008, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, ajoint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City of Santa Ana, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injUlY, including death resulting therefrom, and property damage, in the total amount of $1 ,000,000 per occurrence. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and etTect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to City upon execution of this Agreement and shall be approved in form by the General Counsel. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to City. 6. INDEMNIFICA nON Consultant agrees to and shall indemnifY and hold harmless City, its officers, agents and employees from liability for personal injUlY, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement. The Consultant further agrees to indemnifY, hold harmless, and pay all costs for the defense of City, including fees and costs for special counsel to be selected by City, regarding any action by a third party asserting that personal injUlY, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. City will hold Consultant harmless and indemnif)' Consultant against any and all actions City might take arising from the performance of the Services. City agrees to defend, indemnif)', protect and hold Consultant., its officers, agents, sub consultants and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injUlY to the City or its employees, agents or officers, which arise from or are caused or claimed to be caused by City in performance of this Agreement. 7. CONFIDENTIALITY If Consultant receives from City information which due to the nature of such information is reasonably understood to be confidential and/or proprieuuy, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, deliver)", or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the rnanner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6956 With courtesy copy to: City Attorney City of Santa Ana 20 Ciyic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Wolfe Management Consultants. Inc. 5550 West Touhy Avenue, Suite 300 Skokie, Illinois 60077 telefacsimile (847) 673-9850 A party may change its address by giving notice in writing to the other party. If sent by mail, communication shall be etTective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of City and any such assignment, transfer, delegation or subcontract without City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINA nON This Agreement may be terminated by City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a As a condition of such payment., the City Attorney may require Consultant to deliver to City all work product completed as of such date, and in such case such work product shall be the property of City unless prohibited by law, and Consultant consents to City's use therooffor such purposes as City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. c. If this agreement is canceled or the date is changed by City anytime before the work is completed, the deposit will be deemed a cancellation investment and remains with the Consultant. The services under this agreement may be rescheduled to a mutually acceptable date, and must be in writing prior to the session date in order for the deposit to be applied to the Consultant's seI,,'ices. If Consultant cancels this agreement., City will receive a full refund for the ammmt of the investment 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestI)", or disability, as defined and prohibited by applicable law, in the recruitment., selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity ,interpretation, performance, and enforcement of an} of the clauses of this Agreement shall be detemmined and governed b} the laws of the State of California Both parties further agree that Orange Cowmt}-, California, shall be the venue for art}- action or proceeding that ma} be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary- licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required ~' the laws and regulations of the United States, the State of California, the Ciiy of Santa Ana and all other governmental agencies. Consultant shall notify City immediately and in writing of her inability' to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inabilitq shall be cause for temnnation of this Agreement. 16. MISCELLANEOUS PROVISIONS a Each undersigned represents and warrants that its signature hereinbelow has the power, anthority and right to bind their respective parties to each of the temms of this Agreement, and shall indemnify City full} ,including reasonable costs and attorney's fees, for arty injuries or damages to City' in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body' of this Agreement. // // // /! // // // 1N WITNESS WHEREOF, the parties hereto have executed this Agreement the date and }'ear first above written. CITY OF SANTA ANA ATTEST: ---~ ' ~~ TRI dA E. HEAL Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER Cit} Attorney ~AVIDN. REA ``"YYffff Cit} Manager WOLF MANAGEMENT CONSULTANTS, INC. AL: EF W F si nt Tax D# 35-2161167 ~~,lS..d~6L~-~6 Bv: Laura Sheedti Assistant Cit} Attome} EXHIBIT A SCOPE OF SERVICES Consulting Assignment The CAO is seeking assistance in building a sense of "team" among the attome}-s and staff. Further, CAO seeks an outline and recommendations on teambuilding events to focus on engaging and motivating the entire group to work more collaborative)} as a team Teambuilding and Communications Objectives Based on information provided to Consultant, the teambuilding services are intended to accomplish the following objectives: • Create a high level of engagement and interaction among the participants. • Promote the value and benefits of teamwork, cooperation and effective commwrication among the participants. • Provide an opportuniq' for participants to develop meaningful relalionships with one another. • Conduct a variet} of experiential activities that foster a sense of teamwork, collaboration and effective communication among the participants. • Foster commitment, candor and constructive dialogue among the participants. • Provide participants with the basic understand and principles needed for effective teamwork and effective communication. • Engage participants in teambuilding activities that are informative, educational and fun. Proposed Teambuilding Activities Consultants teambuilding services will assist CAO in maximizing the staff s effectiveness and overcoming blocks to collaboration, thereb} creating an environment where quantum shifts in individual and team performance not onl}' become passible, but common. Teambuilding will benefit both the involved individuals and the team as a whole. Teambuilding is a vehicle for ensuring that individuals work together harmonious)}, productive)} ,and effective)} to maximize task accomplishment and goal achievement. Teambuilding will provide participants with skills and knowledge that will increase their personal effectiveness and ultimate)} the effectiveness of the entire group. Teamwork involves participants interacting with one another, therefore the} should learn in situations involving games and other experiential activities. Consultant will provide structured and engaging activities for participants to interact with one another to share their experiences and insights. Participants will experience an event, reflect on it and share what the}' have teamed. As a result of the teambuilding experience, the CAO's office will • Better understand the principles of high perfomrance teams to reach greater success • Be able to help members understand wh} team success leads to individual success • Significantl}' shift their attitudes and their ability to work in a collaborative and cooperatir•e fashion • Understand how to use each member's differences for maximum effectiveness • See a significant increase in open communication and a decrease in interpersonal conflict • Experience an increase in motivation • Develop a greater sense of trust and respect for other participants Proposed Services and Methodology To accomplish the above objectives and benefits, Consultant will utilize a variet}' of methods to engage and educate participants. The following consulting and facilitation services are proposed: Initial Data CratherinQ. Prior to finalizing a design for the leambuilding event, Consultant will conduct individual interviews with the meeting participants. Consultant will maintain all sensitive information provided by the CAO in the strictest confidence. Further, atry information gathered from sources during the course of this consulting assignment is the exclusive propert}' of the CAO. While information provided Consultant on a confidential basis b}' interviewees will be maintained b}' Consultant as contdential, the essence of the information will be summarized for the CAO without attribution. The information will be used to customize the event to specific areas of need and interest. It will help to ensure ke}' concerns have been identified and can be effectively addressed b}' the workshop. 2. Analyze and Shaze Data Consultant will analyze the interview data and share the information with CAO prior to finalizing the workshop design. Based on the results of the interviews, Consultant will determine and propose specific event activities to best meet the needs and interests of the participants. Consultant will share the results of the interviews with the participants as part of the workshop, to create a foundation for the group's interaction during the meeting, subject to the confidentialit}' provision set forth above. Finalize Meetine Desien. Consultant will confer with the Ciq' Attorney to review the meeting design and solicit his comments and suggestions. Consultant will work closet} with the Cit}' Attome}' to finalize the meeting activities. This process will help ensure the design is tailored to the unique needs of the group and that there is shared ownership between the client and Consultant azound each activit}' designed into the workshop. 4. Facilitate Teambuildine Event. Jess Wolf will facilitate the CAO teambuilding event to be held at the Cit}' s pawn Bowling Center on Jul}' 11, 2007. Professional Fees In order to complete its proposed scope of work, the following activities aze anticipated: Activih Fee Initial Data Gathering and Anal} xis $2,000.00 Design, Customization and Development of $2,500.00 Teambuilding Program Workshop Deliveq' (Jul} 11, 2007) $3,500.00 Additional expenses for materials will be billed at cost. Staffing and Project Coordination The CAO teambuilding project will be implemented, managed and presented b}' Jeff Wolf you 1 r .~ m° m= o o- o= o o ~c o o TRAVELERS TYPE V INFORMATION PAGE WC Oo Oo of ( A) POLICYNUMBER: (IEDB-7065082-3-06) NEW-06 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY INSURER: THE TRgVELERS INDEMNITY COMPANY OF CONNECTICUT 1. INSURED: PRODUCER: NCCI CO CODE: 12637 WOLF MANAGEMENT CONSULTANTS INC. 5550 WEST TOUHV AVENUE, iY300 SKOKIE IL 60077 InSUfetl I6 A CORPORgTION SERVICE INSURANCE AGENCY 1655 N ARLINGTON HEIGHTS RD ARLINGTON HEIGHTS it 60004 Other work places and identification numbers are shown in the schedule(s) attached. 2 The policy period Is from 08-1 1 -06 to 08-1 f -07 1201 A M at the in5ured's mailing address ~. A. WORKERS COMPENSA71ON INSURANCE: Part One o! the policy applies to the Workers Compensation Law of the state(s) listed here CA IL B EMPLOYERS LIABILITY INSURANCE. Part Two of the policy applies to work in each state listed in item 3. A. The limits of our liability under Part Two are. Bodily Injury by Accident S t 000000 Each Accident Bodily Injury by Disease. S t 000000 policy Ltmlt Bodily Injury by Disease. 5 t 000000 Each Employee C. OTHER STATES INSURANCE: Part Three of the policy applies to the states, it any, listed here. AL 4R AZ CO C7 DC DE FL GA HI IA ID IN KS KV LA MA MD ME MI MN MO MS MT NC NE NH NJ NM NV NY OK OR PA RI SC SD TN TX UT VA VT WI D This policy includes these endorsements and schedules SEE LISTING OF ENDORSEMENTS - EXTENSION OF INFD PAGE 4. The premwm Icr this policy wdl be determined by our Manuals of Rules, Classiiicatlons, Rates and Rating Plans AI( requtred information is subject to verlflcatlon and change by audit to be made ANNUALLY APPROVED AS ~'d FORiVI ----- DATE OF ISSUE: 08-1 t -06 BU Lacs Stitt S „edY OFFICE: ELMIRA NY SRV CTR 700 Assistant Criy Attora's}' DIRECT BILL PRODUCER: SERVICE INSURANCE AGENCY SV216 aieae. srPauL TRAVELERS One Tbwer Square, Hartford, Gonneclicul 06183 BUSINES;,OWNERS COVERAGE PART DECLARATIONS OFFICE PAC POLICY NO,; I-680-6B03C328-TIL-06 ISSUE DATE OH-11-06 INSURING COMPANY• TRAVELERS PROPERTY CASUALTY COMP ANV OF AMERICA POLICY PE RIOD~ From 08-11-06 Lo 06-11-07 12 01 A M $tandarq T,me at your mail,ng address. FORM OF BUSI NE S$' CDRPORATI ON COVERAGES AND LiMi tS DF INSURANCE. Insurance applies only to an ,tem for which a "l,mit" or the cord "l ncluded" is shown. COMMERCIAL GENERAL LIABILI TV COVERAGE ,e-°~- _~ o o. ~~ o_ OCCURRENCE FORM LIMITS OF INSURANCE General Aggregate (except Products-completed Operations Limit) $ a,000,000 Products-Completed Operations Aggregate Limit $ 4.000,000 Personal antl Advertising Injury Limit $ 2,000,000 Each Occurrence Ltm1t $ 2,000,000 Damage 20 Prem,ses Rented to You $ 300,000 Medlcat Payments Limit (any one person) $ 5,000 BU$INESSOWNERS PROPERTY COVERAGE OEDUC TIBLE AMOUNT eus,nessowners Property Coverage $ 1.000 per occurrence. Bulldtng Glass: 8 1,000 per occurrence. BUSI NE S$ INCOME /E X7Rp EXPENSE LIMIT Actual lass Por 12 consecutt ve months P erl od of Restoration-lime Period Immetli ately ADDITIONAL COVERAGE Fine Arts. $ 25.000 Other adtltttonal coverages apply and may be changed by an endorsement read the policy. APPRO*1)~?a A5 ~'+~ FO1~M ~~ Laura Stitt Si. y Assistant City crsic'i SPECIAL PROVISIONS COMMERCIAL GENERAL LIABILITY COVERAGE IS SUBJECT TO A GENERAL AGGREGATE LIMIT MP TO Ot 02 05 (Page 1 of 02) Please aaoeae BUSI NESSOWNE RS PROPERTY COVERAGE PREMISES LOCATION NO 01 BUILOT NG NO. O1 LIMIT OF INFLATION COVERAGE INSURANCE vqL UATION COINSURANCE GUARD BUSINESS PERSONAL PROPERTY S 10.000 RC" N/A 0 0% wReplacement Cost COVERAGE EXTENSIONS Accounts Recei va6le $ 25,000 Valuable Papers $ 25,000 Dther coverage extensions apply and may be cnangetl by an endorsement Please read the policy ~~ AFPRO~ID AS 7 c~ .`'~tZ.Li ~~_3__~Z Laura St:,t ti7:„cuy' ~~ Assistaat City Attcr..ev MP TO Oi 02 05 (Page 2 of 02) C i oeae