Contract - BHI Management Consulting - 2014-06-11 AGREEMENT FOR CONSULTANT SERVICES
This Agreement ("AGREEMENT") is made and effective as of June 11, 2014,
between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and BHI
Management Consulting, a sole proprietorship ("CONSULTANT"). In consideration of,
the mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This AGREEMENT shall commence on June 11, 2014, and shall remain and
continue in effect until tasks described herein are completed, unless sooner terminated
pursuant to the provisions of this AGREEMENT.
2. SERVICES
CONSULTANT shall perform the management team building and coaching
services described in the attached proposal (Exhibit "A").
3. PERFORMANCE
CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful
and competent manner, consistent with the standards generally recognized as being
employed by consultants in the same discipline in the State of California and consistent
with all applicable laws.
4. COMPENSATION
Compensation for the SERVICES shall be based on the actual amount of time
spent in adequately performing the SERVICES and shall be billed at the hourly rate(s)
of $190.00 However, unless expressly agreed in a written change order in advance by
DISTRICT, the cost to DISTRICT for the SERVICES shall not exceed Nine Thousand
Five Hundred Dollars ($9,500). The written change order requirement cannot be
waived. Failure to submit a written change order and receive written approval by the
DISTRICT prior to performing extra work shall constitute a waiver of a claim for
additional time or compensation.
5. TIME FOR PERFORMANCE
Invoices shall be submitted to DISTRICT monthly as performance of the
SERVICES progresses. DISTRICT shall review and pay the approved charges on such
invoices in a timely manner. SERVICES shall begin immediately and be completed by.
October 31, 2014, unless extended by DISTRICT in writing.
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6. INSURANCE
CONSULTANT shall, at its expense, procure and maintain for the duration of this
AGREEMENT insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of this 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 this AGREEMENT. If CONSULTANT is an employer
or otherwise hires one (1) or more employees during the term of this PROJECT,
CONSULTANT shall procure and maintain workers' compensation coverage for such
employees which meets all requirements of state law (Labor Code § 1861).
At a minimum, CONSULTANT is required to submit proof of insurance in
accordance with the following standards:
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.
Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less
than:
(A)General Liability. One Million Dollars ($1,000,000.00) 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.
(B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for
bodily injury and property damage.
Insurance Endorsements: The insurance policies shall contain the following
provisions, and a separate endorsement stating to add the following provisions to the
insurance policies shall be submitted and approved by DISTRICT:
(A)General Liability. The general liability policy shall be endorsed to state that:
(1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall
be covered as additional insureds 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 DISTRICT, 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 DISTRICT, its directors, officials, officers, employees, agents, and
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volunteers shall be excess of the CONSULTANT's insurance and shall not be called
upon to contribute with it in any way.
(B)All Coverage. 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 DISTRICT, and (B) any failure to comply with reporting or
other provisions of the policies, including breaches or warranties, shall not affect
coverage provided to DISTRICT, its directors, official, officers, employees, agents, and
volunteers.
Acceptability of Insurers: Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and
satisfactory to DISTRICT.
All insurance documents must be submitted and approved by the District's Risk
Manager prior to execution of any AGREEMENT with DISTRICT.
7. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for CONSULTANT's services, to the fullest extent
permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless
DISTRICT and any and all of its officials, employees, and agents from and against any
and all losses, liabilities, damages, costs, and expenses, including attorney's fees and
costs to the extent the same arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or
subconsultants (or any entity or individual that CONSULTANT shall bear the legal
liability thereof) in the performance of professional services under this AGREEMENT.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the fullest extent permitted by law,
CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all
of its employees, officials, and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or
threatened, including attorney's fees and costs, court costs, interest, defense costs, and
expert witness fees) where the same arise out of, pertain to, relate to, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this AGREEMENT by CONSULTANT or by any individual or entity for which
CONSULTANT is legally liable, including, but not limited to, officers, agents, employees,
or subconsultants of CONSULTANT.
8. TERMINATION
DISTRICT may terminate this AGREEMENT at any time with or without cause. If
DISTRICT terminates this AGREEMENT without cause before PROJECT completion,
CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to
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the notification of termination. CONSULTANT may terminate this AGREEMENT for.
cause only.
9. MISCELLANEOUS
This AGREEMENT shall be interpreted according to the laws of the State of
California and any action arising from this AGREEMENT shall be brought in the superior
or federal district court with jurisdiction over DISTRICT.
This AGREEMENT and the attachments hereto shall contain the entire
agreement between the parties. This AGREEMENT cannot be modified except in a
writing signed by both parties. In the event of inconsistency between this AGREEMENT
and any attachment hereto, this AGREEMENT shall control in all respects.
DISTRICT shall own all work product prepared in the course of providing the
SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT,
CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized
software or computer hardware is required to view or transmit said work product,
CONSULTANT shall make that software and hardware available to the DISTRICT at no
cost during normal business hours.
This AGREEMENT cannot be assigned without the prior written consent of the
DISTRICT.
CONSULTANT is and shall at all times remain as to DISTRICT an independent
contractor. No employee benefits shall be available to CONSULTANT in connection
with the performance of this AGREEMENT. Except for the fees paid to. CONSULTANT
as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other
compensation to CONSULTANT for performing any services hereunder for DISTRICT.
DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for
injury or sickness arising out of performing any services hereunder.
All information gained by CONSULTANT in the performance of this
AGREEMENT shall be considered confidential and shall not be released by
CONSULTANT without DISTRICT's prior written authorization. CONSULTANT shall,
not, without written authorization from the General Manager or unless requested by the
District Counsel, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this AGREEMENT. Response to a subpoena or court order shall not
be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court
order or subpoena.
CONSULTANT warrants that the individual who has signed this AGREEMENT
has the legal power, right, and authority to make this AGREEMENT and bind the
CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by
signing and dating two original agreements where indicated below and return both to
the undersigned. Once the documents are fully executed, one original will be returned
to you for your records.
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PSA 30U 12 10
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Exhibit A
BHI MANAGEMENT CONSULTING
"Organizational Efficiency for Public Agencies"
Mr. Scott Carroll June 5, 2014
Costa Mesa Sanitary District
628 West 19th St.
Costa Mesa, CA 92627
Subject: Proposal to provide services related to management team building and
coaching
Dear Mr. Carroll,
This proposal outlines the approach for BHI Management Consulting to work with the
District management team through teambuilding and coaching services with the intention
of improving their working together as a team and recognizing professional expectations.
The Consultant assigned for this work will be Brent Ives, Principal of BHI Management
Consulting
Approach—The work of teambuilding and management team-member coaching will
take place in the following fashion and months in 2014:
June—Team Building session prep and DISC assessments
July—Team Building session#1
August—Individualized follow-up on Session#1 individual and development of
individualized outside training program
September—Teambuilding session#2 or follow-up session as needed
October—Workforce survey
The District's management team will include the following positions:
1. General Manager
2. Administrative Services Manager
3. Finance Manager
4. District Clerk
5. Management Analyst
2459 Neptune Ct., Suite 110 1 tivww.bhiconsulting.com
Tracy, CA 95304 Phone/FAX(209) 740-6779
BHI MANAGEMENT CONSULTING
"Organizational Efficiency for Public Agencies"
6. Maintenance Supervisor
In preparation, the Consultant will first review all relevant job descriptions for the
management team. The consultant, along with assistance from the general manager, will
establish performance expectations on how the management team should perform their
job functions. The consultant will provide continuous dialogue about key behaviors and
characteristics that each manager should demonstrate in the work environment based on
their respective job title and functions. Expectations will be clear, succinct and
associated with performing outlined tasks and job functions. Performance goals will be
established for each team member that clearly describes certain actions with a measurable
end result to be accomplished by a specific date. . Consultant will also administer DISC
Assessment for each member on the management team who haven't already done so.
This will help assess communication styles, strong and weak behavioral traits and
motivations. These will be discussed in the Team building sessions.
Consultant will facilitate each teambuilding session for the management team with and
through the General Manager. These sessions will focus on the team recognizing required
professional attributes and actions necessary at their organizational level. Each team
member will be asked to commit to and account for their actions and performance
surrounding these self-identified professional attributes. Individualized one-on-one
follow-ups of these commitments will follow the session. Each session will also be
followed with telephone or in-person de-brief with GM. These expected professional
attributes will be integrated into the performance expectations in each of their job
descriptions. Important follow-ups with individual managers will also take place as
indicated.
Finally, the Consultant will administer an employee survey based on past surveys and the
initial questions asked of staff upon the start of my engagement with the District in this
matter.
Cost- Given the scope of work outlined above, BHI Management Consulting proposes
40 hours to accomplish the tasks above. Mr. Ives' preferred client hourly rate is $190/hr.
2459 Neptune Ct., Suite 110 2 www.bhiconsulting.com
Tracy, CA 95304 Phone/FAX(209) 740-6779
BHI MANAGEMENT CONSULTING
"Organizational Efficiency for Public Agencies"
•
(25%reduced fee rate from my standard rate). Total effort costs are $7600. Additionally,
it is anticipated that as many as 4 trips to the District may be needed to accomplish the
work. In general, the Consultant will visit the District each month until the work is
complete. The estimated cost per trip is $475. In every case, the Consultant will attempt
to share the costs of trips into the District area with other clients.
I hope that this information adequately presents the scope of work and process necessary
to fulfill your requirements to assist the District with this effort. Please feel free to call or
email me with any questions or need for clarification. Your signature below and/or a
purchase order or other formal notice to proceed will allow the project to begin.
Sincerely,
<signature>
Brent H. Ives, Principal
BHI Management Consulting
Scott Carroll, General Manager
Costa Mesa Sanitary District
2459 Neptune Ct., Suite 110 3 www.bhiconsulting.com
Tracy, CA 95304 Phone/FAX(209) 740-6779