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HomeMy WebLinkAboutAgr 2007-07-10 (Larry Smith) AGREEMENT FOR PROFESSIONAL SERVICES - THE LARRY SMITH COMPANY In. ~. THIS AGREEMENT, made and entered into this d2 day of 2001, by and between the TOWN OF TffiURON, a political subdivision of the State 0 Calm mia, ("Town") and LARRY SMITH, doing business as THE LARRY SMITH COMPANY ("Consultant"). RECITALS A. The T own intends to hold a staff retreat to improve the productivity of its management and mid-management officials. The retreat will be held on August 23-24, 2001. 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. Consult~nt 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, litibilities, 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 emp10yees) 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 to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. 5. Attendance at Hearings. If requested by the Town Planning Director, Consultant shall appear at litigation and/or administrative hearings that pertain to the Services. Town shall reimburse Consultant for such appearance(s) at the hourly rate specified in Exhibit A. Retreat Facilitator Smith. doc 1 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 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. Delinquency. 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. Retreat Facilitator Smith. doc 2 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. Governing 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 interest to both parties. Neither party may assign their obligations under this Agreement without the written consent of the other party. E. Entire Agreement: Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT Retreat Facilitator Smith. doc ij~~~~w~~ UJ) JUL - 2 2001 M 3 TOWN CLERK TOWN OF TIBURON EXIDBIT NO. it THE LARRY SMITH COMPANY .. . helping you discover new directions May 4, 2001 Mr. Alex McIntyre Tiburon Town Manager 11505 Tiburon Boulevard Tiburon, CA 94920 Dear Alex: Here is my proposal based on our several conversations about bringing the Town staff into a process where they participate in planning, team building and empowerment. There are three activities in the following sequence: I. Assessment - One-on-one interviews with a cross-section of Town employees (this proposal assumes 15 interviews), my written analysis and recommendations and a presentation of these findings to retreat participants. II. Two-day retreat off campus, with an overnight stay. ill. Presentin~ the outcome of the above activities to the entire staff and other audiences. Assessment - One-on-one Interviews I will prepare a questionnaire which you can critique that will guide me in my interviews. Each interview would typically last from 45 minutes to an hour. They would take place in a private office or conference room at Town Hall or the Police Station. I would do 15 interviews over a two-day period. My notes from these interviews' will serve as the findings and will be typed for distribution to whomever you choose. My Conclusions and Recommendations, a separate document, needs to be shared with retreat participants in advance of the retreat. My time for this activity is 3-days. ~.:~~~~-:--.: ~o. 90 LYFORD DRIVE, #3 TIBURON, CA 94920 TEL (415) 435-2&41 FAX (415) 435-2184 The Retreat You will arrange for a place off-campus. This two-day gathering would start at 8 a.m. or 9 a.m., depending on distance. Suggest a continental breakfast in the meeting room ... same thing for the second day. You'd need to provide for two lunches and one dinner. Plan on running until 5 p.m. each day. I will capture on chart paper all major actions on which you achieve consensus. All charts will be provided to you in typewritten form after the retreat. Using the results from the Assessment, I will be creating a narrative questionnaire to be given to each retreat participant for response in advance of the retreat. Responses are sent to me directly. I remove authorship to promote candor and build a composite of those responses that is presented at the beginning of the retreat. This composite serves ~s a rich stimulus for discussion and gives you a running start on all issues and opportunities. I will be happy to provide the equipment needed: An overhead projector, screen and easel with chart paper. My time in preparing for and conducting the retreat is 3 1/4 days. Presentini the Outcome: What we present and how we present will be determined at the retreat. You have at least two audiences - the employees and the council. You may want to "'. consider the various commissions as a third audience. The extent of my involvement in this activity would dictate my time. You may want to budget up to half a day. My fee for the first two activities is $7,500 and with a 20% discount, the cost to you is $6,000. Additional activity (as in presenting the outcome) is billed at $120 per hour (20% off $150 per hour). Out-of-pocket for meals, lodging, mileage (at 34.5<t/mile) and meeting materials is extra. Equipment is provided by me at no cost to you. Hopefully, this proposal captures your expectations. You are going to get back to me on retreat dates in August. Wi~JC2J:'~~~-P~~:' we can plot all the advance work that needs to happen~'-' -"'-.---------. I appreciate being called upon to help you with this challenge. My experience says this will payoff big time. Best regards, hpL Approved: Alex McIntyre Tiburon Town Manager Date: ~-::~-)~., ,- -: ~".