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HomeMy WebLinkAboutAgr 2002-06-27 (The Larry Smith Company) AGREEMENT FOR PROFESSIONAL SERVICES - THE LARRY SMITH COMPANY ,-:-- /1.- () O'z, THIS AGREEMENT, made and entered into thisIJ..1 day of~ UJ~ ,WfH-, by and between the TOWN OF TIBURON, a political subdivision of the State of California, ("Town") and LARRY SMITH, doing business as THE LARRY SMITH COMPANY ("Consultant"). RECITALS A. The Town intends to hold a staff retreat to improve the productivity of its management and mid-management officials. The retreat will be held on August 5-6, 2002. B. The Consultant has extensive experience in organizing and facilitating staff retreats. C. The parties wish to contract for the Consultant to provide the services described in Exhibit A ("Services"), which is attached hereto and incorporated herein by reference. AGREEMENT 1. Scope of Consultant Services. Consultant shall perform those Services described in Exhibit A. Consultant may subcontract out certain of the Services to other Consultants only as may be approved in advance in writing by Town. In the event of such subcontracting, Consultant shall remain responsible for the full performance of such servIces. 2. Compensation. Consultant's fee for the Services shall be as set forth in Exhibit A, which shall be payment in full for all Services. Payments shall be due thirty days after submission of an itemized invoice showing work actually completed in a manner acceptable to the Town and time and materials actually expended. 3. Standard of Work Indemnity. Consultant shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Consultant's profession. Consultant shall indemnify, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by Consultant's negligent act or omission or willful misconduct in the performance of the Services. 4. Consultant as Independent Contractor. Consultant (including its agents and employees) is not an agent or employee of the Town but is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Consultant shall maintain complete control of its operations and personnel and shall be solely liable and responsible RetreatF acilitator.SmithO 2. doc to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. 5. Attendance at Hearinf:s. Ifrequested by the Town Manager, Consultant shall appear at public meetings that pertain to the Services. T own shall reimburse Consultant for such appearance( s) at the hourly rate specified in Exhibit A. 6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and/or evaluation of the Consultant's records and accounts of expenditures and program activities at its own expense. Consultant shall furnish all items necessary in the Town's discretion to complete said audit and/or evaluation subject to restrictions on confidentiality limited to expenditure or receipt of program funds, and program quality. 7. Insurance. Consultant shall maintain insurance as set forth below. Town shall be added as an additional insured to all required insurance policies: A. Comprehensive General Liability: Combined single limit of $1,000,000 for each single occurrence and $2,000,000 annual aggregate. B. Comprehensive Automobile Liability: Combined single limit of $250,000 for each person and $500,000 per single occurrence. 8. Ownership of Documents: Re-Use' Indemnity. All documents, including drawings and specifications prepared by Consultant pursuant to this Agreement shall be the property of Town. Town acknowledges that said documents are prepared for use only in connection with the Project described in Exhibit A. Consultant makes no representation that said documents are suitable for re-use on any other project or on any expansion of the Project. Any such re-use by Town without specific written approval by Consultant shall be at Town's sole risk. Town shall indemnify and hold Consultant harmless from all claims, losses, damages and expenses, including attorneys fees, that may arise from Town's unauthorized re-use of said documents for another project or for any eXPansion of the Project. 9. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work Order"), require Consultant to stop or suspend performance of the Services, in whole or in part, for a period of up to ninety days after such notice is delivered to Consultant. Upon receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all reasonable steps to minimize the incurrence of costs allocable to the Services covered by the Stop Work Order during the period of work stoppage. Within ninety days of the delivery of the Stop Work Order, or such later time as may be agreed to by the parties, Town shall either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 13. Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent that the Stop Work Order results in a documentable increase in the cost of RetreatF aci/itator,SmithO 2. doc performing the Services or the time required for such performance, Consultant shall receive an equitable adjustment in compensation or an extension of time for performance, as appropriate. 10. DelinQJ.lency. In the event that a proper invoice remains unpaid for more than 45 days after submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser of 1.5% per month or the maximum rate allowed under applicable usury laws. In addition, Consultant may suspend the performance of the Services after giving Town 10 days notice of its intent to do so. In the event of such suspension, the Base Fee shall be increased to include Consultant's reasonable costs of suspending and restarting the Services. 11. Termination of Contract. It is expressly understood that either party shall have the right to terminate this agreement within five (5) days written notice to the other party. In such event, Consultant shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the contract, and Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed. 12. Discrimination. In the performance of the terms of this Agreement, Consultant shall not engage in nor permit others he may employ to engage in discrimination in the employment of such persons based on race, color, religion, sex, sexual preference, age, or disability. 13. Miscellaneous. A. Other Contract Provisions. Other contract provisions are set forth in Exhibit A. To the extent that there are any inconsistencies with the Exhibit and the other portions of this Agreement, the latter shall prevail. B. Governinf: Law. The laws of the State of California shall govern this Agreement. C. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on either party. D. Successors in Interest' Assignment This Agreement shall be binding on the assigns and successors in interestto both parties. Neither party may assign their obligations under this Agreement without the written consent of the other party. E. Entire A~eement' Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. RetreatF acilitator,SmithO 2. doc IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT TO TIBURON La Smith, Sole Proprietor Dba the Larry Smith Company AP. PROVE. D ~S ~: ~~~? Ann R. Danforth, Town Attorney RetreatF acilitator,SmithO 2. doc JUN-28-02 10:56 AM ..:\ / I THE LARRY SMITH COMPANY 415 435 2184 P.lOl JUN IXHIBIT MO.. A June 2t 2002 Mr. Alex !vlclntyre Tiburon T o\.';n fvt,. n,lgcr 11505 Tiburon Boulev~lrd Tiburon, CA 94920 Dear Alex: Here is n\y proposal based on our rcc~nt Iltnch(~on ('onversati~\n "bout bringing th~ Town staff n1.eInbers into the second year of a process \\'ht,.l!\! they particip~'lc in plarm.ulg1 teanl building and cmpo~\'ennent. There- arc thrt.'!e activities in the follo\ving sequence: I. Ass~s~n)~l)t - Onc-on-on() intervie\NS \vith ~ cr(.)ss-S(~('ti<.Hl \.1f To\".'n ~mpl<)y\)~~ (thi~ proposi'u ,lssumcs 15 intervie\vs), n'\y written analysis dnd reC()nU11l~ndations and a presentation of these findings to retreat partidp,lnts, II, l\\'o-da)' retr(lat. ()ff can1pus, with an overrught stay. Ill. rn~'~~ntin~ the outcon1l~ of the above Jctivitics lo the entire' staff and otht;'t" audiences. AsseSSlllept - OJ1~-Qn-Qlli' Inl\.~rvic\l:~ I propose to use the same questi()nnaire as last year lo guide n1Y int~rvie\vs. F,lC.h intervic\v y,"ouId typically last froln 45Nminutes to an hour. Tbey \\'Quld b~k~ plact' in a private OffH.X: or conference r001TI at To\vn }-Iall or the Police' St41tion. I \\'(luld do 15 intervie\vs over a two-dll}' period. My notes fr0111 these intcrvic\.vs \vill s€::rvc as the findings and \\"in be typed for distribution to whonlcvcr you choose. 1vly Conclusions and Recon11nendations, C). separate dOCUlllcnt, needs to be shared \vitli relreat p~rticipants in advance of th\~ retrC4\t. My titne for this activity is 3 days. YO LYFORI) URIVF, It) TWLRO,"" (' A 9.;920 ; n~[. (4lSH~().2(~1 FA\ U15l ~35-21'H . ,!;;*,-, JUN-28-02 10:56 AM THE LARRY SMITH COMPANY 415 435 2184 P~02 The Retre9~ You will arrange for a plncc off-c,unpus. TIlis bvo-day gath".ring \vould ~tart ~ t 8 ~\.n1, or 9 a.D1./ depending on dist~lnce. Suggest a continental breakfast in the ll\ecting raOIn... same thing for the second day. You'll need to provide for t\vo lunches and one diru1er. Plan on funning until 5 p.rn. each day. I \vill capture on chart paper alllnajor actions on \Nhich y<n1 achiev~~ <:onsenstts. All charts ,,,,ill be pr<.)vid~d to you in typcwritt€'ll foral after the retre,-1l. Using the results froln the ASSeSS1l1cnt I ,,,,ill be creating a narrative questiolU\airc to be given to each retreat particip~u\t for response in advance of the retrC4lt. Responses arc sent to me directly. I renlOVC authorship to promote candor and to build a cOl1'tp.nsi t(.'\ of those responses th,\t is presented a t the begilu1ing of the retr~at. Thl.'; c()nlp()~ite serves as a rich stinlulus for discussion and gives you a rUlu'\ing start on all issues and opportuni tics. I will be happy to provide the equiplnent needed: An overhead projector, screen ~'H)d easel with chart pap~)r. My time in preparing for and conducting the retreat is 3 1/4 days. Presenting the l)utcon1e: Wh"lt we pr~sent and ho\-v we present v.rill be determined at the retn.~at. You have ,ll least t'VCI audiences - the employee and the council You lnay want to consider the various conunissions as a third audience. The extent of rny involvclnent in th.is activity would dictate Iny linh\ You Inay v,'anllo budget up to half a day. ~1~' f(.j(J for the first t\VO activiti(!s is $7,500 and, \'vith a 20% discount, th(' cost to YOll is $6,000. Additional Rctivity (as in presenting the outcome) is billed at $120 per h,-)ur (20/(.. off is $150 per hour). Out-of.pocket for olcals, lodging, mileage (at 36.5~/ {nile) and meeting tn~lteri,lls is extra. EquipIl1Cnt is provided by me at no cost to you. Hopefully, this proposal captures your expectations. You have established retreat dates on August 5 and 6 Gv1onday-Tllcsday). VVith those dates in place, here is n1Y proposed schedule: ..\:i~ JUN-28-02 10:57 AM THE LARRY SMITH COMPANY 415 435 2184 July 8 and 9 - one.on.one intervie,'\'s beginning at 8 a.n\. on the hour with a lunch break at 12 noon and resurning at 1 p.m. (gives us slots for 8 inttrvie\V5 per day). July 16 - present findings to Retreat participants and give theln questionnaire for use at retre~t. July 25- Due date for Retreat questionnaire. I appredate being called upon, once again, to help you "vith this challenge. {'trcga,rdS. 'u~. . ~~~ ry 51"n1 th Approved: Alex Ivldntyre Tiburon T o\vn :t\fanager Date: P.03 .;~;;"