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HomeMy WebLinkAboutC-1760CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of April, 2001 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066- 6021 ( "City ") and The Human Potential, Inc., a California corporation with its principal place of business at 150 N. Santa Anita Avenue, Ste 300, Arcadia, California 91006 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it'is experienced in providing communication workshops. 2.2 Project. City desires to engage Consultant to render such services for the Administrative Services Department — Management Training project ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from May 1, 2001 through June 30, 2001, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. HAPSA Human Potential Clean.doc 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Erika Olvera Walton, Ph.D., President, and Suzanne P. Towry, Consultant. 3.2.5 Cites presentative. The City hereby designates Sonny Morkus, Human Resources & Risk Manager or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. HAPSA Human Potential Clean.doc 2 1r/ *Mo� 3.2.6 Consultant's Representative. Consultant hereby designates Erika Olvera Walton, Ph.D., President of The Human Potential, or his or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care, Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Intentionally omitted. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: HAPSA Human Potential Clean.doc 3 �rrM` Sri% (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement /location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Intentionally Omitted. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. HAPSA Human Potential Clean.doc 4 (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than ANIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or HAPSA Human Potential Clean.doc 5 Now `4 r injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Two Thousand Five Hundred Dollars ($2,500) without written approval of City's City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. In Accordance with Exhibit "C ", Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate_ would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to HAPSA Human Potential Clean.doc 6 *AW NO City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause, which shall include the unavailability of either Key Personnel or substitute personnel reasonably acceptable to the City. 3.5.1.2 Effect of Termination. Intentionally omitted. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: THE HUMAN POTENTIAL 150 N. Santa Anita Avenue, Ste 300 Arcadia, California 91006 Attn: Erika Olvera Walton, Ph.D. City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Sonny Morkus Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. Intentionally omitted. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by City or provided by City to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to HAPSA Human Potential Clean.doc 7 err►' rrii the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5. 10 Citys Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. successors and assigns of the parties. HAPSA Human Potential Clean.doc 8 This Agreement shall be binding on the low 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff HAPSA Human Potential Clean.doe 9 fir►' wri' or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA By. Vim' `A � By: William R. Kelly City Manager ATTEST.- Z Clerk APPROVED AS TO FORM: V' Stephen P. Deitsch City Attorney H:\PSA Human Potential Clean.doc 10 T HUMAN POTENTIAL Erika Olvera Walton, Ph.D. President 1%W 14810i EXHIBIT "A" SCOPE OF SERVICES SCOPE The City of Arcadia's Administrative Services Department has undergone some significant changes. Employees have experienced a change in management coupled with the re- organization of some employees. A recently completed survey found that employees would like to see management increase two -way communications. The Human Potential has been asked to deliver training interventions that will assist management in learning specific techniques to improve communications and teamwork, establish a positive image of management, and improve the relationship between staff and management. STRUCTURE The Human Potential will facilitate three intensive skill building sessions for the management of the City of Arcadia's Administrative Services Department. Each session will last four (4) hours and will explore the many dimensions of effective leadership and communication. Participants will develop the skills they need to lead their teams to peak performance. They will compete activities designed to enable immediate transfer and skill application on the job, including, where appropriate, videotapes role plays. The sessions are scheduled to begin May 1, 2001 and are expected to conclude on or before June 30, 2001. In between sessions, participants will be asked to complete an on-the-job application activity designed to allow the participants to immediately apply their new skills in the workplace. Participants will be asked to take notes of the results they are achieving and any challenges they encounter. Then in the following session, the group will discuss these assignments and explore solutions to their real -life challenges. HAPSA Human Potential Clean.doc A -1 ' ow r.r% EXHIBIT "B" SCHEDULE OF SERVICES Management Training Seminar I May 1, 2001 8:00 a.m. to 12:00 Noon Understanding Yourself and Others: Maximizing Strengths Management Training Seminar R May 30, 2001 8:00 a.m. to 12:00 Noon The Art of Communicating: The Nonverbal Connection Management Training Seminar III June 22, 2001 8:00 a.m. to 12:00 Noon Leading and Communicating Through Change HAPSA Human Potential Clean.doc B -1 +rrrr� EXHIBIT "C" COMPENSATION The Human Potential $2,500 * (flat fee) This fee includes three half -day sessions (a total of 12 hours of training) * Contained in this agreement, the consultant has waived the fee for the first session and has included a first -time customer fee discount. ■ Upon receipt of an invoice from the Human Potential, the City of Arcadia agrees to submit payment to the Human Potential in the amount of 33% of the total contract compensation. This amount will be applied to the first invoice submitted. ■ The Human Potential will submit invoices 15 days prior to the start of each training session. H:APSA Human Potential Clean.doe C -1 cm MEMO CITY OF ARCAMA 1001 APR -3 A 8- Sy HUMAt4 RESOURCES Dots: 4/2/01 To: SONNY MORKUS, CITY OF ARCADIA cc: DR. ERICA O WALTON, THE HUMAN POTENTIAL INC. From JOHN MARCOM RE: CERTIFICATE INSURANCE PLEASE SEE ENCLOSED CERTIFICATE OF INSURANCE PER THE ACTIVITIES OF "THE HUMAN POTENTIAL INC." AND THE AGREEMENT WITH THE CITY OF ARCADIA. THANK YOU VERY MUCH. JOHN MARCOM TEL. 1- 800 - 660 -0124 JM UR751 CORD„ CERTIFICATE OF LIABILITY INSURANCE 4 /2 /2001Y) 412/2001 PRODUCER ROY MARCOM JR INS URANC OKERAGE THIS CERTIFICATE SSUED AS A MATTER OF INFORMATION 1146 GLENNEYRE STREET ONLY AND CONFE S NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. LAGUNA BEACH CA 92651 (94 9) 4 97 -33 93 INSURERS AFFORDING COVERAGE - - - -- INSURED iNSURERA: HARTFORD CASUALTY INSURANCE COMPANY THE HUMAN POTENTIAL INC INSURER B: SABLE INSURANCE COMPANY 150 NORTH SANTA ANITA AVE INSURER C: STE # 300 INSURER ARCAD IA CA 91006 INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -- — - - -- -� POLICY EI:FECTNE POLICY EXPIRATK)N — -- — — — -- — TYPE OF INSURANCE POLICY NUMBER DATE MWDD/YY DATE MWDD/YY LIMITS CITY OF ARCADIA ENERAL LIABILITY AT TN SONNY MORKUS FCERATE IMPOSE NO OB LIABILITY OF AHY KIND UPON THE INSURER, ITS AGENTS OR 240 WEST HUNTINGTON DR EACH OCCURRENCE $ 1,000,000 7AX COMMERCIAL GENERAL LIABILITY AUTHORIZEDR RE VE "111144 ARCADIA CA 91066 -6021 /11 /// / / - �U/1/ -- s•t��u •eoe FIRE DAMAGE (Any one fire) $ 300,000 CLAIMS MADE �X� OCCUR e MED EXP (Any one person) $ 10,000 PREMISES 72SBA N8587SC 1/21/2001 1/21/2002 — PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGAT-E $ 2r 000, 000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG — - -- $ 2,000,000 — -- -- X POLICY PRO LOG JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 ANY AUTO (Ea accident) —` ALL OWNED AUTOS BODILY INJURY $ A SCHEDULED AUTOS 72SBA N8587SC 1/21/2001 1/21/2002 (Per person) -- - — — -- - X HIRED AUTOS BODILY INJURY $ X NON -OWNED AUTOS (Per accident) - _ — X pusiness Automobile PROPERTY DAMAGE $ - -- -" — (Per accident) i GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE- $ — OCCUR -] CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS' LIABILITY ` El EACH ACCIDENT $ 1,000,000 B SWA4003905 -- - 1 000,000 E.L. DISEASE - EA EMPLOYEE $ r E.L. DISEASE -POLICY LIMIT $ 1 r 0 0 0'000 1 OTHER DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS PER POLICY ONLY.CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED PER NAMED INSURED ACTIVITIES PER WRITTEN AGREEMENT. I %,cmnriw%icnvwcn I .......,,.,,.. .,. .. .... .._..__.._... - - - -- - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN CITY OF ARCADIA NOTICE TO THE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL AT TN SONNY MORKUS FCERATE IMPOSE NO OB LIABILITY OF AHY KIND UPON THE INSURER, ITS AGENTS OR 240 WEST HUNTINGTON DR REPRESENTATI P.O.BOX 60021 AUTHORIZEDR RE VE "111144 ARCADIA CA 91066 -6021 /11 /// / / - �U/1/ -- s•t��u •eoe ACORD 26-S (7/97) v - L v - ' v - W ,.. .......... �.._ .._... - -- LM'. LPW v1 9.8 on 412101 - 9'.13 by UserNeme LP. LPW 4 /?jM 9.17 by UserName PF v1.0.1 AMENDMENT NO.1 TO PROFESSIONAL SERVICE AGREEMENT BY AND BETWEEN THE CITY OF ARCADIA AND THE HUMAN POTENTIAL, INC. This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and between the City of Arcadia, a municipal corporation in the state of California, and The Human Potential, Inc. with respect to that certain Agreement between the parties dated April 24, 2001 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is extended to and including September 30, 2001. 2. All of the terms and provisions of the Agreement are hereby reaffirmed. 3. Exhibits "A ", `B" and "C" of the Agreement as hereby amended as noted in the attached Exhibits "A ", "B" and "C" In witness whereof the parties have executed this Amendment on the date set forth below. CITY OF ARCADIA By: ow William R. Kelly City Manager ATTEST: 66 - Clerk APPROVED AS TOXORM: Stephen P. Deitsch City Attorney CONTRACTOR By: Erika alton, Ph.D. President %AW % , EXHIBIT "All SCOPE OF SERVICES SCOPE The City of Arcadia's Administrative Services Department has undergone some significant changes. Employees have experienced a change in management coupled with the re- organization of some employees. A recently completed survey found that employees would like to see management increase two -way communications. The Human Potential has been asked to deliver training interventions that will assist management in learning specific techniques to improve communications and teamwork, establish a positive image of management, and improve the relationship between staff and management. STRUCTURE The Human Potential will facilitate three intensive skill building sessions for the management of the City of Arcadia's Administrative Services Department. Each session will last four (4) hours and will explore the many dimensions of effective leadership and communication. Participants will ddve16p -the "ski1ls they need td lead theif teams to peak j666 e—.' They will- compete activities designed to enable immediate transfer and skill application on the job, including, where appropriate, videotapes role plays. The sessions are scheduled to begin May 1, 2001 and are expected to conclude on or before June 30, 2001. In between sessions, participants will be asked to complete an on-the-job application activity designed to allow the participants to immediately apply their new skills in the workplace. Participants will be asked to take notes of the results they are achieving and any challenges they encounter. Then in the following session, the group will discuss these assignments and explore solutions to their real -life challenges. EXHIBIT "A ", SCOPE OF SERVICES IS AMENDED TO ADD: By September 30, 2001, deliver a minimum of four (4) one -on -one coaching 2 -hour sessions for a Public Works Services Department employee, including the topics of "Setting the Stage for Learning ", "Managing Conflict. Effectively ", Effective Communications — Part 1 ", and "Effective Communications — Part 2 ". Sessions to be conducted at the training facility of the Consultant. 14APSA human Potential Clean.doc A -1 M EXHIBIT "13" SCHEDULE OF SERVICES M Management Training Seminar I May 1, 2001 8:00 a.m. to 12:00 Noon Understanding Yourself and Others: Maximizing Strengths Management Training Seminar If May 30, 2001 8:00 a.m. to 12:00 Noon The Art of Communicating: The Nonverbal Connection Management Training Seminar III June 22, 2001 8:00 a.m. to 12:00 Noon Leading and Communicating Through Change EXHIBIT "B ", SCHEDULE OF SERVICES IS AMENDED TO ADD: The four one -on -one coaching sessions- for the Public Works Services Department employee will be conducted between the hours of 9:00 a.m. and 11:00 a.m., Monday through Friday, excluding regular 9/80 Days Off. The sessions are to begin in June 2001 and conclude by no later than September 30, 2001. HAPSA Human Potential Clean.doc B -1 n EXHIBIT "C" COMPENSATION M The Human Potential $2,500 * (flat fee) This fee includes three half -day sessions (a total of 12 hours of training) * Contained in this agreement, the consultant has waived the fee for the first session and has included a first -time customer fee discount. ■ Upon receipt of an invoice from the Human Potential, the City of Arcadia agrees to submit payment to the Human Potential in the amount of 33% of the total contract compensation. This amount will be applied to the first invoice submitted. e w start o= each trainiig urnan tentia u -e session. EXHIBIT "C ", COMPENSATION IS AMENDED TO ADD:. The total compensation under this contract is increased from $2,500.00 to $4,000.00, including expenses. The City will provide a check for $800.00, in order -to secure the dates for all four sessions and to begin the coaching sessions and related preparation. HAPSA Human Potential Clean.doc C -1 AMENDMENT NO.2 TO PROFESSIONAL SERVICE AGREEMENT BY AND BETWEEN THE CITY OF ARCADIA AND THE HUMAN POTENTIAL, INC. This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and between the City of Arcadia, a municipal corporation in the state of California, and The Human Potential, Inc. with respect to that certain Agreement between the parties dated April 24, 2001 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is extended to and including January 31, 2002. 2. All of the terms and provisions of the Agreement are hereby reaffirmed. 3. Exhibits "A ", "B" and "C" of the Agreement as hereby amended as noted in the attached Exhibits "A ", "B" and "C" In witness whereof the parties have executed this Amendment on the date set forth below. CITY OF ARCADIA By: An" William R. Kelly City Manager Dated: tf , 2001 ATTEST: c"City Clerk APPROVED AS TO FORM: P N11Xa:-C41% Stephen P. Deitsch City Attorney CONTRACTOR By: r ji ika alton, Ph.D. President *%rr"` Win/ EXHIBIT "A ", SCOPE OF SERVICES IS AMENDED TO ADD: By January 31, 2002, deliver a minimum of six (6) 4 -hour sessions for Administrative Services Department employees, including two (2) sessions of each of the following topics: 1) Understanding Yourself and Others/Maximizing Strengths; 2) The Art of Communicating/The Non - Verbal Connection; and 3) The Experience of Change. In addition, lead one 45- minute discussion with all Administrative Services Department employees regarding progress made and to identify the next steps in the development process. �Wo 1%11� EXHIBIT "B ", SCHEDULE OF SERVICES IS AMENDED TO ADD: Training sessions and group discussion will be scheduled on mutually agreed upon dates and times during regular City business hours between the months of September 2001 and January 2002. . 1 EXHIBIT "C", COMPENSATION IS AMENDED TO ADD: The total compensation under this contract is increased from $4,000.00 to $9,800.00, including expenses. The City will provide a check for $900.00 for each workshop and $400.00 for the group discussion. 0 Lmn 6-046 F0 C "to r AMENDMENT NO.3 TO PROFESSIONAL SERVICE AGREEMENT BY AND BETWEEN THE CITY OF ARCADIA AND THE HUMAN POTENTIAL, INC. This Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into by and between the City of Arcadia, a municipal corporation in the state of California, and The Human Potential, Inc. with respect to that certain Agreement between the parties dated April 24, 2001 ( "Agreement "). The parties agree as follows: 1. Pursuant to Section 3.1.2 of the Agreement, the term of the Agreement is extended to and including March 29, 2002. 2. All of the terms and provisions of the Agreement are hereby reaffirmed. 3. Exhibits "A ", `B" and "C" of the Agreement as hereby amended as noted in the attached Exhibits "A ", "B" and "C" In witness whereof the parties have executed this Amendment on the date set forth below. CITY OF ARCADIA By: William R. Kelly City Manager Dated: January 15, 2002 ATTEST: ty Clerk APPROVED AS TO FORM: st6 Stephen P. Deitsch City Attorney CONTRACTOR By: (a6 Erika Walton, Ph.D. President CONCUR: Administrative Services Director r of EXHIBIT "A ", SCOPE OF SERVICES IS AMENDED TO ADD: By March 29, 2002, deliver a minimum of six (6) 4 -hour sessions for Administrative Services Department employees, including two (2) sessions of each of the following topics: 1) Understanding Yourself and Others /Maximizing Strengths; 2) The Art of Communicating /The Non - Verbal Connection; and 3) The Experience of Change. In addition, lead one 45- minute discussion with all Administrative Services Department employees regarding progress made and to identify the next steps in the development process. EXHIBIT "B ", SCHEDULE OF SERVICES IS AMENDED TO ADD: Training sessions and group discussion will be scheduled on mutually agreed upon dates and times during regular City business hours between the months of September 2001 and March 2002. err+° `ftw EXHIBIT "C ", COMPENSATION IS AMENDED TO ADD: The total compensation under this contract is increased from $4,000.00 to $9,800.00, including expenses. The City will provide a check for $900.00 for each workshop and $400.00 for the group discussion.