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HomeMy WebLinkAboutBlanchard Solutions Group - 2001-12-01PROFESSIONAL SERVICES CONTRACT BETWEEN TH CITY OF HUNTII`TGTON BEACH AND FOR THIS AGREEMENT ("Agreement") is made and entered into this day of rp vsnt-fJr . 20 81 , by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter (referred to as "CITY." and 1 a �k),*gry)1G_ CpTmcc4io^ hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to OCOVl c6 C\kAannEr Serv!'cg 4vn,nand Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services. NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: I. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A" which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the 'PROJECT." CONSULTANT hereby designates Nj a who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement, agree; forms: profservl0i 15. 01 1 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM. T11ME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by CITY (the "Commencement Date"). This Agreement shall expire on 3 O 710OZ unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 30 9 4a from the Commencement Date of this Agreement. These times may be extended with the written permission of CITY. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," a fee, including all costs and expenses, not to exceed 1, ►n���v �'�lt+�- -'�So.v�� Dollars (S 00o. 00 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional agrcc!forms-'profscrvlOil 5!V 2 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B," which is attached hereto and incorporated by reference into this Agreement. 7. DISPOSITION OF PLANS. EST MATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, Ietters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every- nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY akree.'forms profserv]0j1;;01 3 shall be reimbursed by CONSULTANT for all costs and attorneys fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as Iimitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall furnish a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting agreclforms'profscry I W15%01 4 provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shalt promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from the provisions for indemnification of CITY by CONSULTANT under the Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agrec30nns-`profscrv10.15 01 5 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other.person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisf}l the insurance requirements as set forth in Sections 9 and 10 hereinabove. agree/fcrms;'profsm 10115%01 6 14. COPYRIGHTSiPATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below; provided that CITY and CONSULTANT, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: TO CITY: City of ntingto Beach ATTN: MCA. i- - 2000 Main Street Huntington Beach, CA 92648 agree'forms'profserv10! 15/01 7 TO CONSULTANT: 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consentlapproval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement. the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. agreeforms%profsm I O 1 5:'01 8 Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. ag L&formslprofsm10.115101 9 24. ATTORNEY'S FEES Except as expressly set forth in Section 8 of this Agreement, in the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supercedes all agree forms'profsav 10115.101 10 prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. CONSULTANT, ITS: (circle one) Chairman..President'Vi e P esident AND IA AA By: =,One.' 6-)'0V4 print name ITS: (circle one) S re ary;'Chief Financial Officer,'asst. Secretary — Treasurer agree,'forms'profsery 10.-15.:01 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Ca WA-- P. Director of (Pursuant To HRUC a3.03.1OP) APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Administrator (only for contracts over .550, 000.00) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND Table of Contents Scope of Services......................................................................... .1 City Staff Assistance................................................................................................2 Term; Time of Performance.....................................................................................2 Compensation.............................................................................. Extra Work........................................................................... ............................... .....2 Methodof Payment..................................................................................................3 Disposition of Plans, Estimates and Other Documents...........................................3 HoldHarmless.................................................................................................... Professional Liability Insurance.............................................................................4 Certificate of Insurance............................................................................................5 Independent Contractor............................................................................................6 Termination of Agreement.......................................................................................6 Assignment and Delegation......................................................................................6 Copyrwhts/Patents...................................................................................................7 City Employees and Officials..................................................................................7 Notices......................................................................................... 7 Consent.............................................. -.................................................................... 8 Modification.............................................................................................................8 SectionHeadings............................................................. .................8 Interpretation of this Agreement..............................................................................8 DuplicateOriginal....................................................................................................9 Immigration...............................................................................................................9 Legal Services Subcontracting Prohibited................................................................9 Attorney's Fees..........................................................................................................10 Survival.....................................................................................................................10 Governing Law .................................................... ....10 Entirety...................................................................................................... ...10 jmp.`conrmcts group intematl sample ... -'I l 2UO1 • • EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Blanchard Solutions Group shall provide customer service training, based on its Raving Fans model.,to the city. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Conduct one and one-half daylong customer service workshops. 2. Collect information and outcomes from the customer service training and report back to the city to aid in the development of additional customer service training programs. C. CITY'S DUTIES ANM RESPONSIBILITIES: 1. Arrange for training session locations, attendees, and associated logistics. D. WORK PROGR-M/?ROJECT SCHEDULE: Raving Fans Phase I training shall be complete no later than September 30, 2002. j-plcontracts group`exAil !26.01 . EXHIBIT "B" • Payment Schedule (Alternative #2) A. CONSULTANT'S fees for such services shall be based upon the following rate and cost schedule: Daily consulting fee of 52,750.00 B. Travel Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY. 2. As CITY sometimes uses firms that are outside of the nearest metropolitan area, CITY is very conscious of travel costs. Subject to agreement otherwise, CONSULTANT will be held to charging no fees on travel time to or from Huntington Beach. 3. Automobile expenses are limited to twenty-seven cents (50.27) per mile. All other travel expenses must be approved in advance by CITY in writing. Requests for approval shall be submitted at least fourteen (14) days in advance, to allow for reduced transportation fares. Meals are not billable to CITY; without prior written consent of CITY. C. Billing (monthly) 1. All billing shall be done monthly in one -tenth -hour (0.10) increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Minimum billing charges are unacceptable. CONSULTANT shall only charge for actual time spent. For example, minimum of 0.2 hours for phone calls or 0.4 hours for letters is unreasonable unless that is an accurate measure of time spent. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the case or matter. 3. Telephone, cellular phone and postage charges are billable at actual cost. A copy of all service bills/costs should accompany the billing for each single item that exceeds seventy-five dollars ($75.00). The fee for the sending or receiving of facsimiles shall not exceed twenty-five cents (50.25) per page. CITY will not pay a fee or charge for telephone calls or facsimiles to CITY. Photocopier costs should be no jmplcontrxcts grapuiexB-21 112G01 EXHIBIT B Alternative #2 i EXHIBIT "B" • Payment Schedule (Alternative #2) more than the actual cost of duplication, or ten cents (S0.10) per page, whichever is less. 4. CITY will not pay for secretarial time or secretarial overtime. CITY will not pay for secretarial tasks or tasks that should be subsumed into CONSULTANT's overhead. For example, time spent for faxing, mailing, arranging for messengers and calendaring are not acceptable charges. 5. CITY will not pay for word processing charges. This includes per page or hourly charges. 6. CITY will not pay for billing or discussion of bills. If CITY has questions about billing or needs additional information on bills, that is not a chargeable event, CONSULTANT should respond without charging CITY for the time required. 7. CITY appreciates when CONSULTANT has researched an issue previously and uses that research on the present case. CITY has retained CONSULTANT because of its past experience. CONSULTANT shall not charge CITY for work it has done and billed another client for in the past. jmplcontracts gropu!exB-2 11'2b01 EXHIBIT B Alternative #2 • i 3 -a3 Firms Interviewed for Customer Service Training Program (Interviews were conducted in 1998. This contract is an extension of an existing agreement with Blanchard Solutions Group) 1. Blanchard Solutions Group 2. Prichett & Associates, Inc. 3. Belgard 4. Franklin Covey ,042 : �a Are :FIR�rxraSGr1 p1 +�141�D r:5 533 8135 TO 1 7 € 45 55Z3�3 P . ©2 1 •:.r: 1 ?_ gc�n- CERTIFI E 4F LIABILITY INS NC4�CIIISB °Aoz;�,02 rr THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION joh wood Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Johri ices, � HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Saxy�ces, Inc 5731 palmer Way, Suite A ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Carlsbad CA 9200E pborye:760-603-0131 Fax:760-603-8135 1�1SURERSAFFOROlNGCOVI_RAGE Blanchard Training and Develo ant, Inc. Fax#763M-839-8000 ATTN: Felicia Mihas 125 State Place Escondido CA 92029-1398 COVERAGES INSURERA: Vederal Insurance Coyipaa__ INSwRER B: rtlS'UREFa C: 7 'NSURER 0. INSURER THE PCLIGIES OF 1.4$URANCE LVITED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED AeovE FOR THE POLICY PER,00 INDICATED. NOTWITHSTAAIO:NG ANY REQUIREMENT, TERM OR CONCITION CF ANY CONTRACT OR OTHER DOCUMENT WIT•I RESPECT TO NHICH TF113 CER-TIFICATE MAY BE ,SSUEO OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE °OUCIES DESCRIBED HERE�.J IS SUBJECT TO ALL THE TEEMS- EXCLUSIONS AND CONCITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS. L7R TYPE OF INSURANCE POLICY •JUM6ER pATE rA�M.L00fYY1 DATE(IMA�iSY O TION LIMIT$ GENERALLIABILfTY 1 CACH OCCURRENCE S 1000000 A j jt 1 COMMERCIAL aE?4rAALLLnaulrr 35344220 (NIB) � 03/03/01 03/01/02 FIRE CAMAGE(Any cleGrej S incl in occ CLAIMS MAIDE L'• 1 aCLUR - MED EXP jaay cne perAn► S 10000 X Prof Liab is not PERSONALBADVIN:Un/ 11000000 GENERALA';GREGATE S 2000000 excluded { ( PRODUCTS - COMP•OP AGG S inc l above ',.AGGREGATE UKT APPLIES PER: I FOLICY PRO. ECT LOC A AUTOMOBILE LIABILITY ANY AUTO 73231236 ()-.;- _ �_ 03/03/01 03/03/02 CoMBINEDS+NCLEuu:r Ee ar d:nq I ; $ 1000000 SOCrLY INJURY S ALL OWNED AUTOS SCNEOULED AUTOS i4trttO AUTOS (➢er 7er ) X Boor T' *-'Ju4Y S X NON-OWNEO AUTOS - - 111/� \ 1 1?er':a:enq �� w " PROPERTY DAMAGE I Ipar sa�dlml• Il GARAGE LIABILITY I L I AUTO ONLY - EA AGGIOViT I S I OTHER THAN EA ACC S - ANY AUTO S AUTO ONLY; AGG +� y EXCESSuABIuTY I J EACHOC.CUAREUCS S 5000000 AGGREGATE s A X OCCLR IDCLAIMS MADE 79217038(NB) 03/03/01 I 03/03/02 s 1111 5 DEOUCTISLE RETENTION S . S WORKERS COMPENSATrON AND ff $ T L I L1MITa �' A EMPLOYERS' MABILITY [ [ j 71636944 21/01/01 11/01/02 E.L. EACHALCIOENT 31000000 E.L 91SEA3F-9AEMPLOYE S 10000Q0 4 4 E.L. DISEASE .POLrcYLWiT I S 1000000 OTHER M1 07""IVTION Or OPERATIONVLOCATION&IVEFPCLMEXCLUSIONS ADDED BY ENDORSENEN'dPECIAL PROVISIONS I41132EL98merit training. City of Huntington Beach, its agents, officers, and 010P10yeee are names as additional insureds. *except 10 days for nonpayment of premium. The replaces and supersedes certificate issued on 01/09/02. XXX CERTIFICATE HOLDER y ADNTIONALIN3URM INSURER LETTER CANCELLATION CHC IN SHOULD ANY OF THE AEOVE DESCRIBED POLrGES BE CANCELLED GEFORE THE EXPIttATIO CITY , r, O DATE THEREOF, THE ISSUING NSURER WILL n MAIL _3� DAYS WRITTEN HUNTINGTON SEACH NOTICETOTHE CERTIFICATE HOLDER NAMED TOTHE LEFT. ATTN-: PET$ GRANT 2000 MAIN STREET """TINGTON BEAC11 CA 92648 X Ef 1988 W* TOTFL PAGE.02 '* JAI-11-21�82 11'-24 770 603 91_35 P.122 CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION C- C TO: Bill Workman, Assistant City Administrator FROM: Connie Brockway, City Clerk SUBJECT: 3.03 Documentation — Blanchard Solutions Group Contract ry n DATE: January 18, 2002 Per my telephone message to you yesterday, in order to file this agreement from your department, the documentation referred to on page 1 of the agreement is required. I believe it must be a "Sole Source." Please indicate by a note or memo which will then serve as the 3:03 Documentation. Thank you. Ijh Attachment g:/cbmemo12002cbmem/b1anchard solutions group.doc 1 j ro 1-, P,,VV.%3 1S CITY CLERICS ORIGINAL J CITY OF HUNTINGTON BEACH ' INTERDEPARTMENTAL COMMUNICATION TO: Bill Workman, Assistant City Administrator FROM: Connie Brockway, City Clerk SUBJECT: 3.03 Documentation — Blanchard Solutions Group Contract DATE: January 18, 2002 Per my telephone message to you yesterday, in order to file this agreement from your department, the documentation referred to on page 1 of the agreement is required. I believe it must be a "Sole Source." Please indicate by a note or memo which will then serve as the 3.03 Documentation. Thank you. 1jh Attachment fPS Ife 03 G g:/cbmemo/2002cbmem/blanchard solutions group.doc • LIZ_- , Or\ � i7 fo7� 7, C r. 0 s% iry, fontracts Checklist for Su mittal to City Clerk's Office H B=h' (Please transmit this form when your contract is ready to be filed in the City Clerk's office) To: Connie Brockway, City Clerk x5404 1. Name of Contractor: t�ov-<L'C�j solv-�'O^s aravf 2. PuM2seof Contract: Fur Example: Audd Services or Wafer Quality Tasting Huntington Lake — Huntington Central Park 3. Expiration Date: if no expiration date, please put a tentative expiration date so the City Clerk's office can inquire of your department if the file is ready to inactivate. 9/?-z�-0/oz- 4. Amount of Contract: 37 0 fl0 A. Is the attached contract RELATED to s PREVIOUSLY SU$M{TtBD contract (renemrauarnend ) ti YES © NO t B. Did you attach the LIST OF CONSULTANTS from whom proposals were requested -- pursuant to HBMC 3.03.1100? CRYES 13 NIA OR Is the attached contract a SOLE SOURCE? 0 YES 0 NIA C. Did you attach a COPY cf the insurance certificate/waiver and send the ORIGINAL to Risk Management? AYES PLEASE INCLUDE: Name/Extension Date g:/formstity clerk contract checidist.doo CITY CLERIC'S OFFICE USE ONLY: ^ - �✓�'� e�S eS9'°^� (� �M` % ^ a� rx1,Y 3n =iC y • • PROFESSIONAL SERVICES CONTRACT BETWEEN pp T�� CITY OF HUNTINGTON^BEACH AND 11� Gti11C,1RArc{ v_l�� e C� FOR M THIS AGREEMENT ("Agreement") is made and entered into this �S} day of Nre,n,,%L-)t r , 20,01 , by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter ((referred. to as "CITY," and 1 A C C' kgr , a hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the 'services of a consultant to Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows-7- - - 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A" which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT."r CONSULTANT hereby designates vfx who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree'forms'profsen• 10.1I 5/01 1 2. CITY STAFF ASSISTANrCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to continence as soon as practicable after the execution of this Agreement by CITY (the "Commencement Date"). This Agreement shall expire on 9/a 4 Z unless sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 30 9 40V s from the Commencement Date of this Agreement. These times may be extended with the written permission of CITY. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," a fee, including all costs and expenses, not to exceed r�f�v �ac1'y�- '�©N •Rc� Dollars fS . 000. OO ). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such. work only after receiving written authorization from CITY. Additional agrce.'forms'profscrV 10:115101 2 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "S," which is attached hereto and incorporated by reference into this Agreement. 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims. damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY agrcc!f6misiprofsarv10115 01 3 0 shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall furnish a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars (S1,000,000) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting agredforms/profscnv 10/ 15101 4 Ll • provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B_ shall state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from the provisions for indemnification of CITY by CONSULTANT under the Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agrcc.'fomis/pro`sen• 10.115- 01 5 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 14 hereinabove. a¢ree.'forms profsenv10.`15%01 6 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OPPICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below; provided that CITY and CONSULTANT, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: TO CITY: City of liuntingto Beach ATTN: + 2000 Main Street Huntington Beach, CA 92648 agree .!forms.`profsenvlOil 5101 7 TO CONSULTANT: 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 19. MODIFICATION No waiver or modification of any Ianguage in this Agreement shall be valid unless in writing and duly executed by both parties_ 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. r. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. agrcciforms profscrv10115.01 8 0 Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of. any legal services expenses incurred by CONSULTANT. agree,'forms'profsery 10,1151101 9 24. ATTORNEY'S FEES Except as expressly set forth in Section 8 of this Agreement, in the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersedes all 2grc('forms'rrofscnv10.14101 10 f 0 prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above ,kvrztten. CONSULTANT, ITS: (circle one) Chairman/PresidentiVi�esident AND '7 7 By: A/i t J, JAM fte Y I n 6" :�:�d r �-� print name ITS: (circle one) S re :Chief Financial Officer/Asst. Secretary — Treasurer aercelforms1profsen-10/15 Dl 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of ( N16-0im Director ofAma6A (Pursuant To HBMC.q .03.10 ) APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Administrator (only for contracts over S50, 000.00) 1 2 3 4 5 6 ? 8 9 10 ll 12 13 14 15 16 17 18 19 20 21 22 23 24 25 20 27 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGION BEACH AND Table of Contents ScopeofServices ..................................................................................................... l City Staff Asyistooue--------------------------------. 2 Term; Time ofPerformance ------'-----.—.-------------..2 Compensation..........................'..........'....'.........'....^'.................'..........................'. 2 ExtraWork ................................................................................................................ % Method of Payment -------------------_------------..3 Disposition of Plans, Estimates and Other Documents ............................................ 3 HoldHarmless ......................................................................................................... 3 Professional Liability Insurance ............................................................................. 4 CertdfiooteofInsurance ............................................................................................. 5 IndependentContractor ............................................................................................ Termination of Agreement ---------------.-------------..6 Assignment and Delegation -----------------------.----.6 ---.-----------------------------.J City Employees and Officials .................................................................................. 7 Notices......................................................................................... 7 Consent.................................................................................................................... 8 Modification.............................................................................................................. 8 Scobnu Headings ------------------------.-------.--.8 Interpretation of this Agreement -------------------.----.--Q Duplicate Original --------------------------..------.9 � ---.-------------------.-------------� hninigration 0 LegalServices Prol�6�cd-------------------.�—,9 Fees.......................................................................................................... l0 Sucvh/u--------------------------------------- lO {jorernbzgLaw ......................................................................................................... lO Entirety -----^---------.-----------------------'l0 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Blanchard Solutions Group shall provide customer service training, based on its Raving Fans model,,to the city. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Conduct one and one-half daylong customer service workshops. 2. Collect inforniation and outcomes from the customer service training and report back to the city to aid in the development of additional customer service training programs. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Arrange for training session locations; attendees, and associated logistics. D. WORK PROGRAM/PROJECT SCHEDULE: Raving Fans Phase 1 training shall be complete no later than September 30, 2002. jmpicontracts group/exArl U2610i • EXHIBIT "B" 0 Payment Schedule (Alternative #2) A. CONSULTAIIT'S fees for such services shall be based upon the following rate and cost schedule: Daily consulting fee of S2,750.00 B. Travel Charges for time during travel are normally not. reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY. 2. As CITY sometimes uses firms that are outside of the nearest metropolitan area, CITY is very conscious of travel costs. Subject to agreement otherwise, CONSULTANT will be held to charging no fees on travel time to or from Huntington Beach. 3. Automobile expenses are limited to twenty-seven cents ($0.27) per mile. All other travel expenses must be approved in advance by CITY in writing. Requests for approval shall be submitted at least fourteen (14) days in advance, to allow for reduced transportation fares. Meals are not billable to CITY, without prior written consent of CITY. C. Billing (monthly) 1. All billing shall be done month in one -tenth -hour (0.10) increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Minimum billing charges are unacceptable. CONSULTANT shall only charge for actual time spent. For example, minimum of 0.2 hours for phone calls or 0.4 hours for letters is unreasonable unless that is an accurate measure of time spent. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the case or matter. 3. Telephone, cellular phone and postage charges are billable at actual cost. A copy of all service bills/costs should accompany the billing for each single item that exceeds seventy-five dollars (S75.00). The fee for the sending or receiving of facsimiles shall not exceed riventy-five cents ($0.25) per page. CITY will not pay a fee or charge for telephone calls or facsimiles to CITY. Photocopier costs should be no jmp/co^tracis gropu'exB-2; ] V26/01 EXHIBIT B Alternative #2 0 EXHIBIT "B" 0 Payment Schedule (Alternative #2) more than the actual cost of duplication, or ten cents (SO.10) per page, whichever is less. 4. CITY will not pay for secretarial time or secretarial overtime. CITY will not pay for secretarial tasks or tasks that should be subsumed into CONSULTANT's overhead. For example, time spent for faxing, mailing, arranging for messengers and calendaring are not acceptable charges. 5. CITY will not pay for word processing charges- This includes per page or hourly charges. 6. CITY will'not pay for billing or discussion of bills. If CITY has questions about billing or needs additional information on bills, that is not. a chargeable event; CONSULTANT should respond without charging CITY for the time required. 7. CITY appreciates when CONSULTANT has researched an issue previously and uses that research on the present case. CITY -has retained CONSULTANT because of its past experience- CONSULTANT shall not charge CITY for work it has done and billed another client for in the past. jmplcontracu gropulc cB-1:1 I MiOl EXHIBIT B Alternative #2 Firms interviewed for Customer Service Training Program (interviews were conducted in 1998. This contract is an extension of an existing agreement with Blanchard Solutions Gaup) 1. Blanchard Solutions Group 2. Prichett & Associates, Inc. 3. Belgard 4. Franklin Covey r-rl I r K j urm.-)vri pe WUr.7L; 1 Id BL 533 6135 TO` 1 7 145365233 P . 02 CERfiIFi TE 4F LiABiLiTY INS itiC� CSRE DATEt14w0tr' 01/11/02 rraD�R ROW THIS CERTIFICAT ISSUED AS A MATTER OF INFORMATION ,;ohnsoa & Wood Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ices, Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR g731 palmer Way, Suits D ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Carlsbad CA 92008 INSURERS AFFORDING COVERAGE phone,760-603-0131 Fax:760-603-8135 Blanchard Training and Devellorent, Inc. Fax#76U-839-8000 ATTN- Felicia Mihas 125 State Place Escondido CA 92029-1398 COVERAGES INSURER A: INSURER S. rasuRER c- IIISURER D: ral Insurance THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSUSO TO THE INSURED NAMED AeOVz FOR THE POLICY PERIOD INOICATED. NO1VJITHSTAN0ING ANY REOVIREMENT. TERM OR CONCITION Or ANY CONTRACT OR OTHER DOCUMENT'NfiH RESPECT TO WHICH THIS CERTIFICATE MAY OE;SSUED OR MAY PERTAIN, THE INSURANCE 4FFOROED BY THE POLICIES DESCRIEED HEREIN IS SUe:ECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CtatMS. LTR TYPE OFtNSUPANCE MLICY HUMMER DATE 15IAVW" DATE UMDOP LIMITS A GENERAL LIABILITY $ CO.MERCIALGENERAL L"-Lr'Y eu ims wmr; [ occua X prof Liab is not 3S344220 (NB) 03/03/01 i i 03/03/02 4 EACH OCCURRENCE s 1D00000 FIMDAMAGE(Aeyone Are} S inCl in CICC MFO EXP tA-I Cne penW) S 10000 PERSONAL aAWIF4XRY s 2000000 excluded GENERAL AGGREGATE 192000000 OEN•L AGGREGATE uM1T APPUEs PER; POLICY jWT LOC PROOLICTS - COMP�OP AGG S in cl above A AUTOIWOBILELtAaAJTY ANY AUTO ALL OWNED AUTOS SCHEDULED AU708 NIRED AUTOS NON-0WNECAUTOS 73231236 (NB} ._ ,_': _ - - _ �'•n'Y` 1 l� 102, I l ! 1 L a 03/03/01 -- 03/03/02 COMBINED SINGLE LIMIT (F.a=6ftmij a 1000000 ][ EGDILYINjURY (Per zid enI3 S X PROPERTY DAMAGE tear actCrn4 I S 1 GARAGE LfAB4WTY y ANY KL ro i I AUTO ONLY- EA ACCIDENT S EA ACC OTHER THAN AUTO ONLY; AGG S S R EXCESS LIABILITY X occvt CLA;MSMADE OEOUCTIBLE RFTENTICN i 79217438 (NB) 03/03/01 03/03/02 EACH OCCURRENCE S S 0 0 0 0 0 0 AGGREGATE 3 S - 6 - S A WORKEASCOMPENSATION AND EMPLOYERS' LIABILITY 71636944 llfOl/4l 11/01/02 X TORYLrMITs' ER• E.L. EACHACtfDEuT s1000000 E.L. DISEASE• EA EMPLOYE $1000000 E.L. DISEASE • POLICY LUeIT S 10 0 0 0 0 0 OTHER ti I I OESC;071 N OF OPERATIJN$ILOCATiONS1VE.MCLESIEICGlUSl04S ADDED RY ENOORSEVVITeSPECAA& PROv&SIONS Managtant training. City a£ Huntington Seach, its agente, officers, and e12PIOYces are names as additional insureds. *except 10 days for nonpayment of prerait:m. The replaces and supersedes certificate issued an 01/09/02. XXX CERTIFICATE HOLDER f y ADDr71oNAL INsuRED: INSi1f:ER LETTER CANCELLATION CiiT3Ni IbT SHOULD ANY OF THE ABOVE DESCRIBED POLICES 8£ CANCELLED OEPORE THE EXPIRATKI CITY OF HmalNGTON BEACH AT"- - : PIT$ Gp-xm 20GO MAIN STREET "U'MrNG70N BEACH CA 92648 17, DATE THEREOF. THE ISSUING INSURER WILL 8= f1JUL 3 �* DAYS WRITTEN NOTICE TO TILE CERTIFICATE HOLDER NAMED TO THE LEFT. F_To 1988 70TAL PAGE.02 �* re0 G03 S135 97�